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Common use of Release and Termination Clause in Contracts

Release and Termination. (a) Upon any sale, lease, transfer or other disposition of any item of Collateral of any Grantor in accordance with the terms of the Financing Documents (other than sales of Inventory in the ordinary course of business), the Collateral Agent will, at such Grantor’s expense, execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted hereby or under any other Collateral Document; provided that (a) at the time of such request and such release no Default shall have occurred and be continuing, (b) such Grantor shall have delivered to the Collateral Agent, at least ten Business Days prior to the date of the proposed release, a written request for release describing the item of Collateral and the terms of the sale, lease, transfer or other disposition in reasonable detail, including the price thereof and any expenses in connection therewith, together with a form of release for execution by the Collateral Agent and a certificate of such Grantor to the effect that the transaction is in compliance with the Financing Documents and as to such other matters as the Collateral Agent may request and (c) the proceeds of any such sale, lease, transfer or other disposition required to be applied, or any payment to be made in connection therewith, in accordance with Section 2.03 shall, to the extent so required, be paid or made to, or in accordance with the instructions of, the Collateral Agent when and as required under Section 2.03. (b) Upon the latest of (i) the payment in full in cash of the Senior Debt Obligations, (ii) the Final Maturity Date and (iii) the termination or expiration of all Commitments, the pledge and security interest granted hereby shall terminate and all rights to the Collateral shall revert to the applicable Grantor. Upon any such termination, the Collateral Agent will, at the applicable Grantor’s expense, execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence such termination.

Appears in 1 contract

Samples: Security and Intercreditor Agreement (Allegheny Energy Supply Co LLC)

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Release and Termination. (a) Upon any sale, lease, transfer or other disposition of any item of Collateral of any Grantor in accordance with the terms of the Financing Loan Documents (other than sales of Inventory in the ordinary course of business), the Collateral Administrative Agent will, at the expense of the Grantor pledging such Grantor’s expenseitem of Collateral hereunder, execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted hereby or under any other Collateral Documenthereby; provided provided, however, that (ai) at the time of such request and such release no Default shall have occurred and be continuing, (bii) such Grantor shall have delivered to the Collateral Administrative Agent, at least ten Business Days days prior to the date of the proposed release, a written request for release describing the item of Collateral and the terms of the sale, lease, transfer or other disposition in reasonable detail, including the price thereof and any expenses in connection therewith, together with a form of release for execution by the Collateral Administrative Agent and a certificate of certification by such Grantor to the effect that the transaction is in compliance with the Financing Loan Documents and as to such other matters as the Collateral Administrative Agent may request request, and (ciii) the proceeds of any such sale, lease, transfer or other disposition required to be applied, or any payment to be made in connection therewith, applied in accordance with Section 2.03 shall, to 2.06 of the extent so required, Credit Agreement shall be paid or made to, or in accordance with the instructions of, the Collateral Administrative Agent when and as required under Section 2.03at the closing. (b) Upon the latest later of (i) the payment in full in cash of the Senior Debt Obligations, (ii) Secured Obligations and the Final Maturity Date and (iii) the termination or expiration of all CommitmentsTermination Date, the pledge pledge, assignment and security interest granted hereby shall terminate and all rights to the Collateral shall revert to the applicable appropriate Grantor. Upon any such termination, the Collateral Administrative Agent will, at the applicable such Grantor’s 's expense, execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence such termination.

Appears in 1 contract

Samples: Security Agreement (PHP Healthcare Corp)

Release and Termination. (a) Upon any sale, lease, transfer or other disposition of any item of Collateral of any Grantor in accordance with the terms of the Financing Loan Documents (other than sales of Inventory in the ordinary course of businessbusiness consistent with past practices), the Collateral Agent will, at such the appropriate Grantor’s 's expense, execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted hereby or under any other Collateral Documenthereby; provided provided, however, that (ai) at the time of such request and such release no Event of Default shall have occurred and be continuing, (bii) such Grantor shall have delivered to the Collateral Agent, at least ten Business Days prior to the date of the proposed release, a written request for release describing the item of Collateral and the terms of the sale, lease, transfer or other disposition in reasonable detail, including including, without limitation, the price thereof and any expenses in connection therewith, together with a form of release for execution by the Collateral Agent and a certificate of certification by such Grantor to the effect that the transaction is in compliance with the Financing Loan Documents and as to such other matters as the Collateral Agent may request and (ciii) the proceeds Net Cash Proceeds of any such sale, KL2:194292.6 lease, transfer or other disposition required to be applied, or any payment to be made in connection therewith, applied in accordance with Section 2.03 shall, to 2.06 of the extent so required, Credit Agreement shall be paid or made to, or in accordance with the instructions of, the Collateral Agent when and as required under Section 2.03at the closing. (b) Upon the latest of (i) the indefeasible and irrevocable payment in full in cash of the Senior Debt Secured Obligations, (ii) the Final Maturity Date and (iii) the termination or expiration of all CommitmentsBank Hedge Agreements, the pledge pledge, assignment and security interest granted hereby shall terminate and all rights to the Collateral shall revert to the applicable appropriate Grantor. Upon any such termination, the Collateral Agent will, at the applicable appropriate Grantor’s 's expense, execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence such termination.

Appears in 1 contract

Samples: Credit Agreement (Massic Tool Mold & Die Inc)

Release and Termination. (a) Upon any the sale, lease, transfer or other disposition of any item of Collateral of any Grantor in accordance with Section 5.02(d) of the Credit Agreement and the other terms of the Financing Documents (other than sales of Inventory in the ordinary course of business)Loan Documents, the Collateral Administrative Agent will, at such Grantor’s the applicable Pledgor's expense, execute and deliver to such Grantor Pledgor such documents as such Grantor Pledgor shall reasonably request to evidence the release of such item of Collateral from the assignment pledge and security interest granted hereby or under any other Collateral Documenthereunder; provided that PROVIDED, HOWEVER, that: (ai) at the time of and after giving PRO FORMA effect to such request and such release release, no Default shall have occurred and be continuing, ; (bii) such Grantor Pledgor shall have delivered to the Collateral Administrative Agent, at least ten five Business Days prior to the date of the proposed release, a written request for release describing the item of Collateral and the terms of the sale, lease, transfer or other disposition in reasonable detail, including the price thereof and any expenses in connection therewith, together with a form of release for execution by the Collateral Administrative Agent and a certificate of certification by such Grantor Pledgor to the effect that the subject transaction is in compliance with the Financing Loan Documents and as to such other matters as the Collateral Administrative Agent may request and reasonably request; and (ciii) the proceeds Net Cash Proceeds of any such sale, lease, transfer or other disposition required shall be applied to be applied, or any payment to be made in connection therewith, prepay the Advances outstanding at such time in accordance with Section 2.03 shallwith, and to the extent so requiredrequired under, be paid or made to, or in accordance with Section 2.06(b) of the instructions of, the Collateral Agent when and as required under Section 2.03Credit Agreement. (b) Upon the latest later of (i) the payment in full in cash of the Senior Debt Secured Obligations, (ii) the Final Maturity Date and (iii) the termination or expiration of all CommitmentsLetters of Credit and Bank Hedge Agreements and the Termination Date, the pledge pledge, assignment and security interest granted hereby shall terminate and all rights to the Collateral shall revert to the applicable GrantorPledgors. Upon any such termination, the Collateral Administrative Agent will, at the applicable Grantor’s each Pledgor's sole expense, return to such Pledgor such Collateral of such Pledgor in the Administrative Agent's possession as shall not have been sold or otherwise applied pursuant to the terms of the Loan Documents, and will execute and deliver to such Grantor Pledgor such documents as such Grantor Pledgor shall reasonably request to evidence such terminationtermination and revision.

Appears in 1 contract

Samples: Pledge Agreement (Accuride Corp)

Release and Termination. (a) Upon any sale, lease, transfer or other disposition of any item of Collateral of any Grantor in accordance with the terms of the Financing Loan Documents (other than sales of Inventory in the ordinary course of business), the Collateral Agent will, at such any Grantor’s 's expense, execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted hereby or under any other Collateral Documenthereby; provided provided, however, that (ai) at the time of such request and such release no Event of Default shall have occurred and be continuing, (bii) such Grantor the Borrower shall have delivered to the Collateral Agent, at least ten Business Days prior to the date of the proposed release, a written request for release describing the item of Collateral and the terms of the sale, lease, transfer or other disposition in reasonable detail, including the price thereof and any expenses in connection therewith, together with a form of release for execution by the Collateral Agent and a certificate of such Grantor certification by the Borrower to the effect that the transaction is in compliance with the Financing Loan Documents and as to such other matters as the Collateral Agent may request and (ciii) the proceeds of any such sale, lease, transfer or other disposition required to be applied, or any payment to be made in connection therewith, applied in accordance with Section 2.03 shall, to 2.06(b) of the extent so required, Credit Agreement shall be paid or made to, or in accordance with the instructions of, the Collateral Agent when and as required under Section 2.03at the closing. (b) Upon the latest of (i) the cash payment in full in cash of the Senior Debt Secured Obligations, (ii) the Final Maturity Termination Date and (iii) the termination or expiration of all CommitmentsLetters of Credit and all Bank Hedge Agreements, if any, the pledge pledge, assignment and security interest granted hereby shall terminate and all rights to the Collateral shall revert to the applicable GrantorBorrower. Upon any such termination, the Collateral Agent will, at the applicable Grantor’s Borrower's expense, execute and deliver to such Grantor the Borrower such documents as such Grantor the Borrower shall reasonably request to evidence such termination.

Appears in 1 contract

Samples: Security Agreement (Afa Products Inc)

Release and Termination. (a) Upon any sale, lease, transfer or other disposition of any item of Collateral of any Grantor in accordance with the terms of the Financing Loan Documents (other than sales of Inventory and Equipment in the ordinary course of business), the Collateral Administrative Agent willshall, at such the appropriate Grantor’s 's expense, execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted hereby or under any other Collateral Documenthereby; provided provided, however, that (ai) at the time of such request and such release release, no Default shall have occurred and be continuing, (bii) such Grantor shall have delivered to the Collateral Agent, at least ten Business Days prior to the date of the proposed release, a written request for release describing the item of Collateral and the terms of the sale, lease, transfer or other disposition in reasonable detaildetail (including, including without limitation, the price thereof and any expenses in connection therewith), together with a form of release for execution by the Collateral Administrative Agent and a certificate of certification by such Grantor to the effect that the transaction is in compliance with the Financing Loan Documents and as to such other matters as the Collateral Administrative Agent may request and (ciii) the proceeds of any such sale, lease, transfer or other disposition required to be applied, or any payment to be made in connection therewith, applied in accordance with Section 2.03 shall, to 2.06(b) of the extent so required, Credit Agreement shall be paid or made to, or in accordance with the instructions of, the Collateral Administrative Agent when and as required under Section 2.03at the closing thereof. (b) Upon the latest later of (i) the cash payment in full in cash of the Senior Debt Secured Obligations, (ii) the Final Maturity Termination Date and (iii) the termination or expiration of all CommitmentsSecured Hedge Agreements, the pledge pledge, assignment and security interest granted hereby shall terminate and all rights to the Collateral shall revert to the applicable appropriate Grantor. Upon any such terminationtermination and reversion, the Collateral Administrative Agent willshall, at the applicable appropriate Grantor’s 's expense, return to such Grantor such of the Collateral of such Grantor in its possession as shall not have been sold or otherwise applied pursuant to the terms of the Loan Documents and execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence such terminationtermination and reversion.

Appears in 1 contract

Samples: Security Agreement (Fitness Holdings Inc)

Release and Termination. (a) Upon any sale, lease, transfer ----------------------- or other disposition of any item of Collateral of any Grantor in accordance with the terms of the Financing Documents (other than sales of Inventory in the ordinary course of business)Loan Documents, the Collateral Agent will, at such the applicable Grantor’s 's expense, execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted hereby or under any other Collateral Documenthereby; provided provided, however, that (ai) at the time of -------- ------- such request and such release release, no Event of Default shall have occurred and be continuing, (bii) except to the extent such sale, lease or transfer or other disposition is permitted under Section 5.02(e) of the Credit Agreement, such Grantor shall have delivered to the Collateral Agent, at least ten Business Days prior to the date of the proposed release, a written request for release describing the item of Collateral and the terms of the sale, lease, transfer or other disposition in reasonable detail, including including, without limitation, the price thereof and any expenses in connection therewith, together with a form of release for execution by the Collateral Agent and a certificate of certification by such Grantor to the effect that the transaction is in compliance with the Financing Loan Documents and as to such other matters as the Collateral Agent may reasonably request and (ciii) the proceeds of any such sale, lease, transfer or other disposition required to be applied, or any payment to be made in connection therewith, applied in accordance with Section 2.03 shall, to 2.07 of the extent so required, Credit Agreement shall be paid or made to, or in accordance with the instructions of, the Collateral Agent when and as required under Section 2.03at the closing. (b) Upon the latest of (i) the payment in full in cash of the Senior Debt ObligationsSecured Obligations constituting an Advance or other Secured Obligations then due and payable, (ii) the Final Maturity Termination Date and (iii) the termination or expiration of all CommitmentsBank Hedge Agreements, the pledge pledge, assignment and security interest granted hereby shall terminate and all rights to the Collateral shall revert to the applicable GrantorGrantors. Upon any such termination, the Collateral Agent will, at the applicable Grantor’s 's expense, execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence such terminationtermination and promptly release and return Collateral in its possession.

Appears in 1 contract

Samples: Security Agreement (Commercial Aggregates Transportation & Sales LLC)

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Release and Termination. (a) Upon any sale, lease, transfer or other disposition of any item of Patent Collateral of any Grantor in accordance with the terms of the Financing Loan Documents (other than sales of Inventory in the ordinary course of business), the Collateral Agent will, at such the Grantor’s expense, execute and deliver to such the Grantor such documents as such the Grantor shall reasonably request to evidence the release of such item of Patent Collateral from the assignment and security interest granted hereby or under any other Collateral Documenthereby; provided provided, however, that (ai) at the time of such request and such release and after giving effect thereto no Default shall have occurred and be continuing, (bii) such the Grantor shall have delivered to the Collateral Agent, at least ten (10) Business Days prior to the date of the proposed release, a written request for release describing the item of the Patent Collateral and the terms of the sale, lease, transfer or other disposition in reasonable detail, including the price thereof and any expenses in connection therewith, together with a form of release for execution by the Collateral Agent and a certificate of such certification by the Grantor to the effect that the transaction is in compliance with the Financing Loan Documents and as to such other matters as the Collateral Agent may request and (ciii) the proceeds of any such sale, lease, transfer or other disposition required to be applied, or any payment to be made in connection therewith, applied in accordance with Section 2.03 shall, to 2.4 of the extent so required, Loan and Security Agreement shall be paid or made to, or in accordance with the instructions of, the Collateral Agent when and as required under Section 2.03at the closing. (b) Upon the latest later of (i) the payment in full in cash of all of the Senior Debt Obligations, (ii) Secured Obligations and the Final Maturity Date and (iii) the effective date of termination or expiration of all Commitmentsthe Loan and Security Agreement, the pledge pledge, assignment, and security interest granted hereby shall terminate and all rights to the Patent Collateral as shall not have been sold or otherwise applied pursuant to the terms hereof shall revert to the applicable Grantor. Upon any such termination, the Collateral Agent will, at the applicable Grantor’s expense, execute and deliver to such the Grantor such documents as such the Grantor shall reasonably request to evidence such termination.

Appears in 1 contract

Samples: Loan and Security Agreement (Mercator Software Inc)

Release and Termination. (a) Upon any sale, lease, transfer or other disposition of any item of Collateral of any Grantor in accordance with the terms of the Financing Note Documents (the security interest in such collateral shall automatically be released. In addition, other than sales of Inventory in the ordinary course of business), the Collateral Agent Secured Party will, at such each Grantor’s 's expense, execute and deliver to such each Grantor such documents as such each Grantor shall reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted hereby or under any other Collateral Documenthereby; provided provided, however, that (ai) at the time of such request and such release no Default shall have occurred and be continuing, (bii) such each Grantor shall have delivered to the Collateral AgentSecured Party, at least ten five Business Days prior to the date of the proposed written release, a written request for release describing the item of Collateral and the terms of the sale, lease, transfer or other disposition in reasonable detail, including the price thereof and any expenses in connection therewith, together with a form of release for execution by the Collateral Agent Secured Party and a certificate of such certification by each relevant Grantor to the effect that the transaction is in compliance with the Financing Note Documents and as to such other matters as the Collateral Agent Secured Party may request and request, (ciii) the proceeds of any such sale, lease, transfer or other disposition required to be applied, or any payment to be made in connection therewith, applied in accordance with Section 2.03 shall, Sections 7.1 and 7.2 of the Note Purchase Agreement shall be paid to the extent so requiredPurchasers as therein provided and (iv) the Secured Party shall have approved such sale, lease, transfer or other disposition in writing or the same shall otherwise be paid or made to, or in accordance with permitted by the instructions of, the Collateral Agent when and as required under Section 2.03Note Purchase Agreement. (b) Upon the latest later of (i) the indefeasible payment in full in cash of the Senior Debt Obligationsprincipal of the Notes, (ii) accrued interest thereon, and all other Secured Obligations and the Final Maturity Date and (iii) the termination or expiration of all CommitmentsDate, the pledge pledge, assignment and security interest granted hereby shall terminate and all rights to the Collateral shall revert to the applicable GrantorGrantors. Upon any such termination, the Collateral Agent Secured Party will, at the applicable Grantor’s Grantors' expense, execute and deliver to such each Grantor such documents as such each Grantor shall reasonably request to evidence such termination.

Appears in 1 contract

Samples: Security Agreement (Usn Communications Inc)

Release and Termination. (a) Upon any sale, lease, transfer or other disposition of any item of Copyright Collateral of any Grantor in accordance with the terms of the Financing Loan Documents (other than sales of Inventory in the ordinary course of business), the Collateral Agent will, at such the Grantor’s expense, execute and deliver to such the Grantor such documents as such the Grantor shall reasonably request to evidence the release of such item of Copyright Collateral from the assignment and security interest granted hereby or under any other Collateral Documenthereby; provided provided, however, that (ai) at the time of such request and such release and after giving effect thereto no Default shall have occurred and be continuing, (bii) such the Grantor shall have delivered to the Collateral Agent, at least ten (10) Business Days prior to the date of the proposed release, a written request for release describing the item of the Copyright Collateral and the terms of the sale, lease, transfer or other disposition in reasonable detail, including the price thereof and any expenses in connection therewith, together with a form of release for execution by the Collateral Agent and a certificate of such certification by the Grantor to the effect that the transaction is in compliance with the Financing Loan Documents and as to such other matters as the Collateral Agent may request and (ciii) the proceeds of any such sale, lease, transfer or other disposition required to be applied, or any payment to be made in connection therewith, applied in accordance with Section 2.03 shall, to 2.4 of the extent so required, Loan and Security Agreement shall be paid or made to, or in accordance with the instructions of, the Collateral Agent when and as required under Section 2.03at the closing. (b) Upon the latest later of (i) the payment in full in cash of all of the Senior Debt Obligations, (ii) Secured Obligations and the Final Maturity Date and (iii) the effective date of termination or expiration of all Commitmentsthe Loan and Security Agreement, the pledge pledge, assignment, and security interest granted hereby shall terminate and all rights to the Copyright Collateral as shall not have been sold or otherwise applied pursuant to the terms hereof shall revert to the applicable Grantor. Upon any such termination, the Collateral Agent will, at the applicable Grantor’s expense, execute and deliver to such the Grantor such documents as such the Grantor shall reasonably request to evidence such termination.

Appears in 1 contract

Samples: Loan and Security Agreement (Mercator Software Inc)

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