Common use of Release of a Guarantor Clause in Contracts

Release of a Guarantor. If the Securities are defeased in accordance with the terms of this Indenture, or if Section 5.01(b) is complied with, or if, subject to the requirements of Section 5.01(a), all or substantially all of the assets of any Guarantor or all of the Equity Interests of any Guarantor are sold (including by issuance or otherwise) by the Company in a transaction constituting an Asset Sale and (x) the Net Cash Proceeds from such Asset Sale are used in accordance with Section 4.05 or (y) the Company delivers to the Trustee an Officers' Certificate to the effect that the Net Cash Proceeds from such Asset Sale shall be used in accordance with Section 4.05 and within the time limits specified by Section 4.05, then each Guarantor (in the case of defeasance) or such Guarantor (in the case of compliance with Section 5.01(b) or in the event of a sale or other disposition of all of the Equity Interests of such Guarantor) or the corporation acquiring such assets (in the event of a sale or other disposition of all or substantially all of the assets of such Guarantor) shall be released and discharged from all obligations under this Article Eleven without any further action required on the part of the Trustee or any Holder. The Trustee shall, at the sole cost and expense of the Company and upon receipt at the reasonable request of the Trustee of an Opinion of Counsel that the provisions of this Section 11.03 have been complied with, deliver an appropriate instrument evidencing such release upon receipt of a request by the Company accompanied by an Officers' Certificate certifying as to the compliance with this Section 11.

Appears in 5 contracts

Samples: Indenture (America Bank Note Holographics Inc), Indenture (Timber Tech Inc), Indenture (Polymer Group Inc)

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Release of a Guarantor. If the Securities are defeased in accordance with the terms of this IndentureSection 9.01(c), or if Section 5.01(b) is complied with, or if, subject to the requirements of Section 5.01(a), all or substantially all of the assets Capital Stock of any Guarantor or all of the Equity Interests of any Guarantor are is sold (including by issuance or otherwise) by the Company or any of its Subsidiaries in a transaction constituting an Asset Sale and Disposition (or which, but for the provisions of clause (c) of the definition of such term, would constitute an Asset Disposition), and, if required by this Indenture, (x) the Net Cash Available Proceeds from such Asset Sale Disposition are used in accordance with Section 4.05 or (y) the Company delivers to the Trustee an Officers' Certificate to the effect covenanting that the Net Cash Available Proceeds from such Asset Sale shall Disposition will be used in accordance with Section 4.05 and within the time limits specified by such Section 4.05, then each Guarantor (in the case of defeasance) or such Guarantor (in the case of compliance with Section 5.01(b) or in the event of a sale or other disposition of all of the Equity Interests of such Guarantor) or the corporation acquiring such assets (in the event of a sale or other disposition of all or substantially all of the assets of such Guarantor) shall be released and discharged from all obligations under this Article Eleven without any further action required on upon such use in the part case of clause (x) or upon such delivery in the Trustee or any Holdercase of clause (y). The Trustee shall, at the sole cost and expense of the Company and upon receipt at the reasonable request of the Trustee of an Opinion of Counsel that the provisions of this Section 11.03 have been complied with, deliver an appropriate instrument evidencing such release upon receipt of a request by the Company accompanied by an Officers' Certificate certifying as to the compliance with this Section 11Section. Any Guarantor not so released remains liable for the full amount of principal of and interest on the Securities and the other obligations of the Company hereunder as provided in this Article Eleven.

Appears in 3 contracts

Samples: Indenture (United Auto Group Inc), Indenture (Aep Industries Inc), Indenture (United Auto Group Inc)

Release of a Guarantor. If the Securities Notes are defeased in accordance with the terms of this Indenture, or if Section SECTION 5.01(b) is complied with, or if, subject to the requirements of Section SECTION 5.01(a), all or substantially all of the assets of any Guarantor or all of the Equity Interests of any Guarantor are sold (including by issuance or otherwise) by the Company in a transaction constituting an Asset Sale and (x) the Net Cash Proceeds from such Asset Sale are used in accordance with Section SECTION 4.05 or (y) the Company delivers to the Trustee an Officers' Certificate to the effect that the Net Cash Proceeds from such Asset Sale shall be used in accordance with Section SECTION 4.05 and within the time limits specified by Section SECTION 4.05, then each Guarantor (in the case of defeasance) or such Guarantor (in the case of compliance with Section SECTION 5.01(b) or in the event of a sale or other disposition of all of the Equity Interests of such Guarantor) or the corporation acquiring such assets (in the event of a sale or other disposition of all or substantially all of the assets of such Guarantor) shall be released and discharged from all obligations under this Article Eleven without any further action required on the part of the Trustee or any Holder. The Trustee shall, at the sole cost and expense of the Company and upon receipt at the reasonable request of the Trustee of an Opinion of Counsel that the provisions of this Section SECTION 11.03 have been complied with, deliver an appropriate instrument evidencing such release upon receipt of a request by the Company accompanied by an Officers' Certificate certifying as to the compliance with this Section SECTION 11.

Appears in 2 contracts

Samples: Indenture (Polymer Group Inc), Indenture (Polymer Group Inc)

Release of a Guarantor. If the Securities are defeased in accordance with the terms of this IndentureSection 9.01(b)(ii), or if Section 5.01(b) is complied with, or if, subject to the requirements of Section 5.01(a), all or substantially all of the assets of any Guarantor or all of the Equity Interests Capital Stock of any Guarantor are is sold (including by issuance or otherwise) by the Company or any of its Restricted Subsidiaries in a transaction constituting an Asset Sale Disposition and if (x) the Net Cash Available Proceeds from such Asset Sale Disposition are used in accordance with Section 4.05 or (y) the Company delivers to the Trustee an Officers' Certificate to the effect covenanting that the Net Cash Available Proceeds from such Asset Sale Disposition shall be used in accordance with Section 4.05 and within the time limits specified by such Section 4.05, then each Guarantor (in the case of defeasance) or such Guarantor (in the case of compliance with Section 5.01(b) or in the event of a sale or other disposition of all of the Equity Interests Capital Stock of such Guarantor) or the corporation acquiring such assets (in the event of a sale or other disposition of all or substantially all of the assets of such Guarantor) ), shall be deemed released and discharged from all obligations under this Article Eleven without any further action required on the part of the Trustee or any Holder. The Trustee shall, at the sole cost and expense of the Company and upon receipt at the reasonable request of the Trustee of an Opinion of Counsel that the provisions of this Section 11.03 have been complied with, deliver an appropriate instrument evidencing such release upon receipt of a request by the Company accompanied by an Officers' Certificate certifying as to the compliance with this Section 11Section. Any Guarantor not so released remains liable for the full amount of principal of and interest on the Securities and the other obligations of the Company hereunder as provided in this Article Eleven.

Appears in 2 contracts

Samples: Indenture (Tekni Plex Inc), Indenture (Tekni Plex Inc)

Release of a Guarantor. If the Securities are defeased in accordance with the terms of this Indenture, or if Section 5.01(b) is complied with, or if, subject to the requirements of Section 5.01(a), all or substantially all of the assets of any A Guarantor or all of the Equity Interests of any Guarantor are sold (including by issuance or otherwise) by the Company in a transaction constituting an Asset Sale and (x) the Net Cash Proceeds from such Asset Sale are used in accordance with Section 4.05 or (y) the Company delivers to the Trustee an Officers' Certificate to the effect that the Net Cash Proceeds from such Asset Sale shall be used in accordance with Section 4.05 and within the time limits specified by Section 4.05, then each Guarantor (in the case of defeasance) or such Guarantor (in the case of compliance with Section 5.01(b) or in the event of a sale or other disposition of all of the Equity Interests of such Guarantor) or the corporation acquiring such assets (in the event of a sale or other disposition of all or substantially all of the assets of such Guarantor) shall will be released from its Guarantee (and discharged from all obligations under this Article Eleven may subsequently dissolve) without any further action required on the part of the Trustee or any Holder: (1) if (a) all of the Capital Stock issued by such Guarantor or all or substantially all of the assets of such Guarantor are sold or otherwise disposed of (including by way of merger or consolidation) to a Person other than the Company or any of its Restricted Subsidiaries or (b) such Guarantor ceases to be a Restricted Subsidiary, and the Company otherwise complies, to the extent applicable, with Section 4.16, or (2) if the Company designates such Guarantor as an Unrestricted Subsidiary in accordance with Section 4.10, or (3) if the Company exercises its Legal Defeasance option or its Covenant Defeasance option as described in Section 8.01, or (4) upon satisfaction and discharge of this Indenture or payment in full of the principal of, premium, if any, accrued and unpaid interest and Additional Interest, if any, on the Notes and all other Obligations that are then due and payable. The Trustee shall, shall promptly execute and deliver an appropriate instrument prepared and delivered to it at the sole cost and expense of the Company and upon receipt at the reasonable request of the Trustee of an Opinion of Counsel that the provisions of this Section 11.03 have been complied with, deliver an appropriate instrument evidencing such release upon receipt of a request by the Company accompanied by an Officers' Certificate certifying as to the compliance with this Section 1110.02. Any Guarantor not so released remains liable for the full amount of its Guarantee as provided in this Article Ten.

Appears in 2 contracts

Samples: Indenture (Nationsrent Companies Inc), Indenture (Nationsrent Companies Inc)

Release of a Guarantor. If (i) the Securities Notes are defeased in accordance with the terms of this Indenture, or if Section 5.01(b(ii) is complied with, or if, subject to the requirements of Section 5.01(a)5.01, if applicable, all or substantially all of the assets of any Guarantor or all of the Equity Interests equity interests of any Guarantor are sold (including by issuance or otherwise) by the Company in a transaction constituting an Asset Sale and (x) the Net Cash Proceeds from such Asset Sale are used in accordance with Section 4.05 4.08 or (y) the Company delivers to the Trustee an Officers' Certificate to the effect that the Net Cash Proceeds from such Asset Sale shall be used in accordance with Section 4.05 and within the time limits specified by Section 4.054.08 or (iii) such Guarantor is designated as an Unrestricted Subsidiary, then each Guarantor (in the case of defeasance) or such Guarantor (in the case of compliance with Section 5.01(b) or in the event of a sale or other disposition of all of the Equity Interests assets or the equity interests of such GuarantorGuarantor or designation of such Guarantor as an Unrestricted Subsidiary) or the corporation acquiring such assets (in the event of a sale or other disposition of all or substantially all of the assets of such Guarantor) shall be released and discharged from all obligations under this Article Eleven without any further action required on the part of the Trustee or any Holder. The Trustee shall, at the sole cost and expense of the Company and upon receipt at the reasonable request of the Trustee of an Opinion of Counsel that the provisions of this Section 11.03 have been complied with, deliver an appropriate instrument evidencing such release upon receipt of a request by the Company accompanied by an Officers' Certificate certifying as to the compliance with this Section 11.

Appears in 2 contracts

Samples: Indenture (Cooperative Computing Inc /De/), Indenture (Activant Solutions Inc /De/)

Release of a Guarantor. If the Securities are defeased in accordance with the terms of this IndentureSection 9.01(c), or if Section 5.01(b) is complied with, or if, subject to the requirements of Section 5.01(a), all or substantially all of the assets Capital Stock of any Guarantor or all of the Equity Interests of any Guarantor are is sold (including by issuance or otherwise) by the Company or any of its Subsidiaries in a transaction constituting an Asset Sale and Disposition (or which, but for the provisions of clause (c) of the definition of such term, would constitute an Asset Disposition), and, if required by this Indenture, (x) the Net Cash Available Proceeds from such Asset Sale Disposition are used in accordance with Section 4.05 or (y) the Company delivers to the Trustee an Officers' Certificate to the effect covenanting that the Net Cash Available Proceeds from such Asset Sale shall Disposition will be used in accordance with Section 4.05 and within the time limits specified by such Section 4.05, then each Guarantor (in the case of defeasance) or such Guarantor (in the case of compliance with Section 5.01(b) or in the event of a sale or other disposition of all of the Equity Interests of such Guarantor) or the corporation acquiring such assets (in the event of a sale or other disposition of all or substantially all of the assets of such Guarantor) shall be released and discharged from all obligations under this Article Eleven without any further action required on upon such use in the part case of clause (x) or upon such delivery in the Trustee or any Holdercase of clause (y). The Trustee shall, at the sole cost and expense of the Company and upon receipt at the reasonable request of the Trustee of an Opinion of Counsel that the provisions of this Section 11.03 have been complied with, deliver an appropriate instrument evidencing such release upon receipt of a request by the Company accompanied by an Officers' Certificate certifying as to the compliance with this Section 11Section. Any Guarantor not so released remains liable for the full amount of principal of (premium, if any) and interest on the Securities and the other obligations of the Company hereunder as provided in this Article Eleven.

Appears in 2 contracts

Samples: Indenture (Triton PCS Holdings Inc), Indenture (Triton PCS Holdings Inc)

Release of a Guarantor. If the Securities are defeased in accordance with the terms of this Indenture, or if Section 5.01(b) is complied with, or if, subject to the requirements of Section 5.01(a), all or substantially all of the assets of any Subsidiary Guarantor or all of the Equity Interests of equity interests in any Subsidiary Guarantor are sold (including through merger or consolidation, by issuance or otherwise) by the Company in a transaction constituting an Asset Sale and (x) the Net Cash Proceeds from such Asset Sale are used in accordance with Section 4.05 4.07 or (y) the Company delivers to the Trustee an Officers' Certificate to the effect that the Net Cash Proceeds from such Asset Sale shall be used in accordance with Section 4.05 4.07 and within the time limits specified by Section 4.054.07, then each Guarantor (in the case of defeasance) or such Subsidiary Guarantor (in the case of compliance with Section 5.01(b) or in the event of a sale or other disposition of all of the Equity Interests equity interests of such Guarantor) or the corporation Person acquiring such assets (in the event of a sale or other disposition of all or substantially all of the assets of such Subsidiary Guarantor) shall be released and discharged from all obligations under this Article Eleven Ten without any further action required on the part of the Trustee or any Holder. The Trustee shall, at the sole cost and expense of the Company and upon receipt at the reasonable request of the Trustee of an Opinion of Counsel that the provisions of this Section 11.03 10.03 have been complied with, deliver an appropriate instrument evidencing such release upon receipt of a request by the Company accompanied by an Officers' Certificate certifying as to the compliance with this Section 1110.03. Any Guarantor not so released remains liable for the full amount of principal of and interest on the Securities and the other obligations of the Company hereunder as provided in this Article Ten.

Appears in 2 contracts

Samples: Indenture (Lin Tv Corp.), Indenture (Lin Tv Corp)

Release of a Guarantor. If the Securities are defeased in accordance with the terms of this IndentureInden- ture, or if Section 5.01(b) is complied with, or if, subject to the requirements of Section 5.01(a), all or substantially all of the assets of any Guarantor or all of the Equity Interests Capital Stock of any Guarantor are is sold (including by issuance or otherwiseother- wise) by the Company or any of its Subsidiaries in a transaction constituting an Asset Sale Disposition and if (x) the Net Cash Available Proceeds from such Asset Sale Disposition are used in accordance with Section 4.05 or (y) the Company delivers deliv- ers to the Trustee an Officers' Certificate to the effect covenanting that the Net Cash Available Proceeds from such Asset Sale Disposition shall be used in accordance with Section 4.05 and within the time limits specified by such Section 4.05, then each Guarantor (in the case of defeasance) or such Guarantor (in the case of compliance with Section 5.01(b) or in the event of a sale or other disposition of all of the Equity Interests Capital Stock of such Guarantor) or the corporation acquiring such assets (in the event of a sale or other disposition of all or substantially all of the assets of such Guarantor) shall be deemed released and discharged from all obligations under this Article Eleven Ten without any further action required on the part of the Trustee or any Holder. The Trustee shall, at the sole cost and expense of the Company and upon receipt at the reasonable request of the Trustee of an Opinion of Counsel that the provisions of this Section 11.03 have been complied with, deliver an appropriate instrument evidencing such release upon receipt of a request by the Company accompanied by an Officers' Certificate certifying as to the compliance with this Section 11.82

Appears in 1 contract

Samples: Indenture (Newport News Shipbuilding Inc)

Release of a Guarantor. If Upon (i) the Securities are defeased release by the lenders under the Working Capital Facility, related documents and future refinancings thereof of all guarantees of a Guarantor and all Liens on the property or assets of said Guarantor relating to such Indebtedness or (ii) the sale or disposition (whether by merger, stock purchase, asset sale or otherwise) of a Guarantor (or all or substantially all its assets) to an entity which is not a Subsidiary of the Company and which sale or disposition is otherwise in accordance compliance with the terms of this Indenture, or if Section 5.01(b) is complied with, or if, subject to the requirements of Section 5.01(a), all or substantially all of the assets of any such Guarantor or all of the Equity Interests of any Guarantor are sold (including by issuance or otherwise) by the Company in a transaction constituting an Asset Sale and (x) the Net Cash Proceeds from such Asset Sale are used in accordance with Section 4.05 or (y) the Company delivers to the Trustee an Officers' Certificate to the effect that the Net Cash Proceeds from such Asset Sale shall be used in accordance with Section 4.05 and within the time limits specified by Section 4.05, then each Guarantor (in the case of defeasance) or such Guarantor (in the case of compliance with Section 5.01(b) or in the event of a sale or other disposition of all of the Equity Interests of such Guarantor) or the corporation acquiring such assets (in the event of a sale or other disposition of all or substantially all of the assets of such Guarantor) shall be deemed released and discharged from all obligations under this Article Eleven without any further action required on the part of the Trustee or any Holder; provided, however, that any such termination shall occur only to the extent that all obligations of such Guarantor under the Working Capital Facility and all of its guarantees of, and under all of its pledges 107 of assets or other security interests which secure, such Indebtedness of the Company or the Guarantor shall also terminate upon such release, sale or transfer. The Trustee shall, at the sole cost and expense of the Company and upon receipt at the reasonable request of the Trustee of an Opinion of Counsel that the provisions of this Section 11.03 have been complied with, deliver shall execute an appropriate instrument delivered by the Company evidencing such release upon receipt of a request by the Company accompanied by an Officers' Certificate and Opinion of Counsel certifying as to the compliance with this Section 1111.04. Any Guarantor not so released remains liable for the full amount of principal of and interest on the Notes as provided in this Article Eleven.

Appears in 1 contract

Samples: Indenture (Royal Oak Mines Inc)

Release of a Guarantor. If the Securities are defeased in accordance with the terms of this Indenture, or if Section 5.01(b(i) is complied with, or if, subject to the requirements of Section 5.01(a), all or substantially all of the assets of any Guarantor or all of the Equity Interests of any Guarantor are sold (including by issuance or otherwise) by the Company in a transaction constituting an Asset Sale and (x) the Net Cash Proceeds from such Asset Sale are used in accordance with Section 4.05 or (y) the Company delivers to the Trustee an Officers' Certificate to the effect that the Net Cash Proceeds from such Asset Sale shall be used in accordance with Section 4.05 and within the time limits specified by Section 4.054.05 or (ii) the conditions set forth in Section 4.16 for the release of the Note Guarantee of any Guarantor have been satisfied, then each Guarantor (in the case of defeasance) or such Guarantor (in the case of compliance with Section 5.01(b(i) or in the event of a sale or other disposition of all of the Equity Interests of such Guarantor(ii)) or the corporation acquiring such assets (in the event case of a sale or other disposition of all or substantially all of the assets of such Guarantor(i)) shall be released and discharged from all obligations under this Article Eleven Indenture and the Notes without any further action required on the part of the Trustee or any Holder. The Trustee shall, at the sole cost and expense of the Company and upon receipt at the reasonable request of the Trustee of an Opinion of Counsel that the provisions of this Section 11.03 10.03 have been complied with, deliver an appropriate instrument evidencing such release upon receipt of a request by the Company accompanied by an Officers' Certificate certifying as to the compliance with this Section 1110.03. Any Guarantor not so released remains liable for the full amount of principal of and interest on the Notes and the other obligations of the Company hereunder as provided in this Article Ten.

Appears in 1 contract

Samples: Indenture (Bedding Experts Inc)

Release of a Guarantor. If the Securities are defeased in accordance with the terms of this Indenture, or if Section 5.01(b) is complied with, or if, subject to the requirements of Section 5.01(a), all or substantially all of the assets of any A Guarantor or all of the Equity Interests of any Guarantor are sold (including by issuance or otherwise) by the Company in a transaction constituting an Asset Sale and (x) the Net Cash Proceeds from such Asset Sale are used in accordance with Section 4.05 or (y) the Company delivers to the Trustee an Officers' Certificate to the effect that the Net Cash Proceeds from such Asset Sale shall be used in accordance with Section 4.05 and within the time limits specified by Section 4.05, then each Guarantor (in the case of defeasance) or such Guarantor (in the case of compliance with Section 5.01(b) or in the event of a sale or other disposition of all of the Equity Interests of such Guarantor) or the corporation acquiring such assets (in the event of a sale or other disposition of all or substantially all of the assets of such Guarantor) shall will be released from its Guarantee and discharged from all obligations under this Article Eleven the Collateral Agreements (and may subsequently dissolve) without any further action required on the part of the Trustee or any Holder: (1) if (a) all of the Capital Stock issued by such Guarantor or all or substantially all of the assets of such Guarantor are sold or otherwise disposed of (including by way of merger or consolidation) to a Person other than the Company or any of its Domestic Restricted Subsidiaries or (b) such Guarantor ceases to be a Restricted Subsidiary, and the Company otherwise complies, to the extent applicable, with Section 4.16, or (2) if the Company designates such Guarantor as an Unrestricted Subsidiary in accordance with the definition thereof, or (3) if the Company exercises its Legal Defeasance option or its Covenant Defeasance option as described in Section 8.01, or (4) upon satisfaction and discharge of this Indenture or payment in full of the principal of, and premium, if any, and accrued and unpaid interest and Additional Interest, if any, on, the Notes and all other Obligations that are then due and payable. The Trustee shall, at the sole cost and expense of the Company and upon receipt at the reasonable request of the Trustee of an Opinion of Counsel that the provisions of this Section 11.03 have been complied with, shall promptly deliver an appropriate instrument evidencing such release upon receipt of a request by the Company accompanied by an Officers' Certificate certifying as to the compliance with this Section 1110.02. At the Company’s request and expense, the Trustee will execute and deliver an instrument evidencing such release. Any Guarantor not so released remains liable for the full amount of its Guarantee as provided in this Article Ten.

Appears in 1 contract

Samples: Indenture (Dune Energy Inc)

Release of a Guarantor. If the Securities Notes are defeased in accordance with the terms of this IndentureSection 9.01(c), or if Section 5.01(b) is complied with, or if, subject to the requirements of Section 5.01(a), all or substantially all of the assets of any a Guarantor or all of the Equity Interests Capital Stock of any a Guarantor are is sold (including by issuance or otherwise) by the Company Issuer or any of its Subsidiaries in a transaction constituting an Asset Sale and Disposition (or which, but for the provisions of clause (c) of the definition of such term, would constitute an Asset Disposition), and, if required by this Indenture, (x) the Net Cash Available Proceeds from such Asset Sale Disposition are used in accordance with Section 4.05 or (y) the Company Issuer delivers to the Trustee an Officers' Certificate to the effect covenanting that the Net Cash Available Proceeds from such Asset Sale shall Disposition will be used in accordance with Section 4.05 and within the time limits specified by such Section 4.05, then each Guarantor (in the case of defeasance) or such Guarantor (in the case of compliance with Section 5.01(b) or in the event of a sale or other disposition of all of the Equity Interests of such Guarantor) or the corporation acquiring such assets (in the event of a sale or other disposition of all or substantially all of the assets of such Guarantor) shall be released and discharged from all obligations under this Article Eleven without any further action required on upon such use in the part case of clause (x) or upon such delivery in the Trustee or any Holdercase of clause (y). The Trustee shall, at the sole cost and expense of the Company Issuer and upon receipt at the reasonable request of the Trustee of an Opinion of Counsel that the provisions of this Section 11.03 have been complied with, deliver an appropriate instrument evidencing such release upon receipt of a request by the Company Issuer accompanied by an Officers' Certificate certifying as to the compliance with this Section 11Section. Any Guarantor not so released remains liable for the full amount of principal of and interest on the Notes and the other obligations of the Issuer hereunder as provided in this Article Eleven.

Appears in 1 contract

Samples: Indenture (HRM Holdings Corp)

Release of a Guarantor. If the Securities are defeased in accordance with the terms of this Indenture, or if Section 5.01(b) is complied with, or if, subject to the requirements of Section 5.01(a), all or substantially all of the assets of any Guarantor or all of the Equity Interests of any Guarantor are sold (including by issuance or otherwise) by the Company in a transaction constituting an Asset Sale and (x) the Net Cash Proceeds from such Asset Sale are used in accordance with Section 4.05 4.08 or (y) the Company delivers to the Trustee an Officers' Certificate to the effect that the Net Cash Proceeds from such Asset Sale shall be used in accordance with Section 4.05 4.08 and within the time limits specified by Section 4.054.08, then each Guarantor (in the case of defeasance) or such Guarantor (in the case of compliance with Section 5.01(b) or in the event of a sale or other disposition of all of the Equity Interests of such Guarantor) or the corporation acquiring such assets (in the event of a sale or other disposition of all or substantially all of the assets of such Guarantor) shall be released and discharged from all obligations under this Article Eleven Ten without any further action required on the part of the Trustee or any Holder. The Trustee shall, at the sole cost and expense of the Company and upon receipt at the reasonable request of the Trustee of an Opinion of Counsel that the provisions of this Section 11.03 have been complied with, deliver an appropriate instrument evidencing such release upon receipt of a request by the Company accompanied by an Officers' Certificate certifying as to the compliance with this Section 11.

Appears in 1 contract

Samples: Indenture (Metris Direct Inc)

Release of a Guarantor. (a) If the Securities are defeased in accordance with the terms of this Indenture, or if Section 5.01(b) is complied with, or if, subject to the requirements of Section 5.01(a), all or substantially all of the assets of any Guarantor or all of the Equity Interests of equity interest in any Guarantor are sold (including through merger, consolidation, by issuance or otherwise) by the Company in a transaction constituting an Asset Sale Sale, and if (xi) the Net Cash Proceeds from such Asset Sale are used in accordance with Section 4.05 4.08 or (yii) the Company delivers to the Trustee an Officers' Certificate to the effect that the Net Cash Proceeds from such Asset Sale shall be used in accordance with Section 4.05 4.08 and within the time limits specified by Section 4.054.08, then each Guarantor (in the case of defeasance) or such Guarantor (in the case of compliance with Section 5.01(b) or in the event of a sale or other disposition of all of the Equity Interests equity interests of such Guarantor) or the corporation Person acquiring such assets (in the event of a sale or other disposition of all or substantially all of the assets of such Guarantor) shall be released and discharged from all obligations under this Article Eleven 11 without any further action required on the part of the Trustee or any Holder. The Trustee shall, at the sole cost and expense of the Company and upon receipt at the reasonable request of the Trustee of an Opinion of Counsel that the provisions of this Section 11.03 have been complied with, deliver an appropriate instrument evidencing such release upon receipt of a request by the Company accompanied by an Officers' Certificate certifying as to the compliance with this Section 11.

Appears in 1 contract

Samples: Indenture (Homco Puerto Rico Inc)

Release of a Guarantor. If the Securities of any series are defeased in accordance with the terms of this Indenture, or if Section 5.01(b) is complied with, or if, subject to the requirements of Section 5.01(a), all or substantially all of the assets of any Guarantor or all of the Equity Interests of any Guarantor are sold (including by issuance or otherwise) by the Company in a transaction constituting an Asset Sale and (x) the Net Cash Proceeds from such Asset Sale are used in accordance with Section 4.05 4.08 or (y) the Company delivers to the Trustee an Officers' Certificate to the effect that the Net Cash Proceeds from such Asset Sale shall be used in accordance with Section 4.05 4.08 and within the time limits specified by Section 4.054.08, then each Guarantor with respect to such series (in the case of defeasance) or such Guarantor (in the case of compliance with Section 5.01(b) or in the event of a sale or other disposition of all of the Equity Interests of such Guarantor) or the corporation acquiring such assets (in the event of a sale or other disposition of all or substantially all of the assets of such Guarantor) shall be released and discharged from all obligations under this Article Eleven Ten without any further action required on the part of the Trustee or any Holder. The Trustee shall, at the sole cost and expense of the Company and upon receipt at the reasonable request of the Trustee of an Opinion of Counsel that the provisions of this Section 11.03 10.03 have been complied with, deliver an appropriate instrument evidencing such release upon receipt of a request by the Company accompanied by an Officers' Certificate certifying as to the compliance with this Section 1110.03. Any Guarantor not so released remains liable for the full amount of principal of and interest on the Securities and the other obligations of the Company hereunder as provided in this Article Ten.

Appears in 1 contract

Samples: Indenture (Metris Companies Inc)

Release of a Guarantor. (a) If the Securities are defeased in accordance with the terms of this Indenture, or if Section 5.01(b) is complied with, or if, subject to the requirements of Section 5.01(a), all or substantially all of the assets of any Subsidiary Guarantor or all of the Equity Interests equity interests of any Subsidiary Guarantor are sold (including by issuance or otherwise) by the Company in a transaction constituting an Asset Sale and (x) the Net Cash Proceeds from such Asset Sale are used in accordance with Section 4.05 4.08 or (y) the Company delivers to the Trustee an Officers' Certificate to the effect that the Net Cash Proceeds from such Asset Sale shall be used in accordance with Section 4.05 4.08 and within the time limits specified by Section 4.054.08, then each Guarantor (in the case of defeasance) or such Subsidiary Guarantor (in the case of compliance with Section 5.01(b) or in the event of a sale or other disposition of all of the Equity Interests equity interests of such Guarantor) or the corporation Person acquiring such assets (in the event of a sale or other disposition of all or substantially all of the assets of such Subsidiary Guarantor) shall be released and discharged from all obligations under this Article Eleven without any further action required on the part of the Trustee or any Holder. The Trustee shall, at the sole cost and expense of the Company and upon receipt at the reasonable request of the Trustee of an Opinion of Counsel that the provisions of this Section 11.03 have been complied with, deliver an appropriate instrument evidencing such release upon receipt of a request by the Company accompanied by an Officers' Certificate certifying as to the compliance with this Section 11.

Appears in 1 contract

Samples: Indenture (Lin Television Corp)

Release of a Guarantor. If the Securities are defeased in accordance with the terms of this Indenture, or if Section 5.01(b) is complied with, or if, subject to the requirements of Section 5.01(a), all or substantially all of the assets of any A Guarantor or all of the Equity Interests of any Guarantor are sold (including by issuance or otherwise) by the Company in a transaction constituting an Asset Sale and (x) the Net Cash Proceeds from such Asset Sale are used in accordance with Section 4.05 or (y) the Company delivers to the Trustee an Officers' Certificate to the effect that the Net Cash Proceeds from such Asset Sale shall be used in accordance with Section 4.05 and within the time limits specified by Section 4.05, then each Guarantor (in the case of defeasance) or such Guarantor (in the case of compliance with Section 5.01(b) or in the event of a sale or other disposition of all of the Equity Interests of such Guarantor) or the corporation acquiring such assets (in the event of a sale or other disposition of all or substantially all of the assets of such Guarantor) shall will be released from its Guarantee and discharged from all obligations under this Article Eleven the Collateral Agreements (and may subsequently dissolve) without any further action required on the part of the Trustee or any Holder: (1) if (a) all of the Capital Stock issued by such Guarantor or all or substantially all of the assets of such Guarantor are sold or otherwise disposed of (including by way of merger or consolidation) to a Person other than the Parent or any of its Domestic Restricted Subsidiaries or (b) such Guarantor ceases to be a Restricted Subsidiary, and the Parent otherwise complies, to the extent applicable, with the covenant described below under Section 4.16, or (2) if the Parent designates such Guarantor as an Unrestricted Subsidiary in accordance with the definition thereof, or (3) if the Company exercises its Legal Defeasance option or its Covenant Defeasance option as described in Section 8.01, or (4) upon satisfaction and discharge of this Indenture or payment in full of the principal of, premium, if any, accrued and unpaid interest and Additional Interest, if any, on the Notes and all other Obligations that are then due and payable. The Trustee shall, at the sole cost and expense of the Company and upon receipt at the reasonable request of the Trustee of an Opinion of Counsel that the provisions of this Section 11.03 have been complied with, shall promptly deliver an appropriate instrument evidencing such release upon receipt of a request by the Company accompanied by an Officers' Certificate certifying as to the compliance with this Section 1110.02. Any Guarantor not so released remains liable for the full amount of its Guarantee as provided in this Article Ten.

Appears in 1 contract

Samples: Indenture (Eschelon Telecom Inc)

Release of a Guarantor. If the Securities Notes are defeased in accordance with the terms of this Indenture, or if Section 5.01(b) is complied with, or if, subject to the requirements of Section 5.01(a), all or substantially all of the assets of any Guarantor or all of the Equity Interests of any Guarantor are sold (including by issuance or otherwise) by the Company in a transaction constituting an Asset Sale and (x) the Net Cash Proceeds from such Asset Sale are used in accordance with Section 4.05 or (y) the Company delivers to the Trustee an Officers' Certificate to the effect that the Net Cash Proceeds from such Asset Sale shall be used in accordance with Section 4.05 and within the time limits specified by Section 4.05, then each Guarantor (in the case of defeasance) or such Guarantor (in the case of compliance with Section 5.01(b) or in the event of a sale or other disposition of all of the Equity Interests of such Guarantor) or the corporation acquiring such assets (in the event of a sale or other disposition of all or substantially all of the assets of such Guarantor) shall be released and discharged from all obligations under this Article Eleven without any further action required on the part of the Trustee or any Holder. The Trustee shall, at the sole cost and expense of the Company and upon receipt at the reasonable request of the Trustee of an Opinion of Counsel that the provisions of this Section 11.03 have been complied with, deliver an appropriate instrument evidencing such release upon receipt of a request by the Company accompanied by an Officers' Certificate certifying as to the compliance with this Section 11.

Appears in 1 contract

Samples: Indenture (Tanner Chemicals Inc)

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Release of a Guarantor. If the Securities are defeased in accordance with the terms of this IndentureSection 8.01(c), or if Section 5.01(b) is complied with, or if, subject to the requirements of Section 5.01(a), all or substantially all of the assets Capital Stock of any Guarantor or all of the Equity Interests of any Guarantor are is sold (including by issuance or otherwise) by the Company or any of its Subsidiaries in a transaction constituting an Asset Sale and Disposition (or which, but for the provisions of clause (c) of the definition of such term, would constitute an Asset Disposition), and, if required by this Indenture, (x) the Net Cash Available Proceeds from such Asset Sale Disposition are used in accordance with Section 4.05 or (y) the Company delivers to the Trustee an Officers' Certificate to the effect covenanting that the Net Cash Available Proceeds from such Asset Sale shall Disposition will be used in accordance with Section 4.05 and within the time limits specified by such Section 4.05, then each Guarantor (in the case of defeasance) or such Guarantor (in the case of compliance with Section 5.01(b) or in the event of a sale or other disposition of all of the Equity Interests of such Guarantor) or the corporation acquiring such assets (in the event of a sale or other disposition of all or substantially all of the assets of such Guarantor) shall be released and discharged from all obligations under this Article Eleven without any further action required on Ten upon such use in the part case of clause (x) or upon such delivery in the Trustee or any Holdercase of clause (y). The Trustee shall, at the sole cost and expense of the Company and upon receipt at the reasonable request of the Trustee of an Opinion of Counsel that the provisions of this Section 11.03 10.03 have been complied with, deliver an appropriate instrument instru- ment evidencing such release upon receipt of a request by the Company accompanied by an Officers' Certificate certifying as to the compliance with this Section 11Section. Any Guarantor not so released remains liable for the full amount of principal of (premium, if any) and interest on the Securities and the other obligations of the Company hereunder as provided in this Article Ten.

Appears in 1 contract

Samples: Indenture (Triton PCS Inc)

Release of a Guarantor. If the Securities are defeased in accordance with the terms of this Indenture, or if Section 5.01(b) is complied with, a Guarantor becomes an Unrestricted Subsidiary or if, subject to the requirements of Section 5.01(a), if all or substantially all of the assets of any Guarantor or all a majority of the Equity Interests of any Guarantor are sold (including by issuance or otherwise) or transferred by the Company in a transaction constituting an Asset Sale and (x) the Net Cash Proceeds from such Asset Sale are used in accordance with Section 4.05 4.08 or (y) the Company delivers to the Trustee an Officers' Certificate to the effect that the Net Cash Proceeds from such Asset Sale shall be used in accordance with Section 4.05 4.08 and within the time limits specified by Section 4.054.08, then each Guarantor (in the case of defeasance) or such Guarantor (in the case of compliance with Section 5.01(b) or in the event of a sale or other disposition of all a majority of the Equity Interests of such Guarantor) or the corporation Person acquiring such assets (in the event of a sale or other disposition of all or substantially all of the assets of such Guarantor) shall be released and discharged from all obligations under this Article Eleven Twelve without any further action required on the part of the Trustee or any Holder. The Trustee shall, at the sole cost and expense of the Company and upon receipt at the reasonable request of the Trustee of an Opinion of Counsel that the provisions of this Section 11.03 12.03 have been complied with, deliver an appropriate instrument evidencing such release upon receipt of a request by the Company accompanied by an Officers' Certificate certifying as to the compliance with this Section 1112.03. Any Guarantor not so released remains liable for the full amount of principal of and interest on the Securities and the other obligations of the Company hereunder as provided in this Article Twelve.

Appears in 1 contract

Samples: Indenture (MTS Inc)

Release of a Guarantor. If the Securities are defeased in accordance with the terms of this IndentureSection 9.01(c), or if Section 5.01(b) is complied with, or if, subject to the requirements of Section 5.01(a), all or substantially all of the assets Capital Stock of any Guarantor or all of the Equity Interests of any Guarantor are is sold (including by issuance or otherwise) by the Company or any of its Subsidiaries in a transaction constituting an Asset Sale and Disposition (or which, but for the provisions of clause (c) of the definition of such term, would constitute an Asset Disposition), and, if required by this Indenture, (x) the Net Cash Available Proceeds from such Asset Sale Disposition are used in accordance with Section 4.05 or (y) the Company delivers to the Trustee an Officers' Certificate to the effect covenanting that the Net Cash Available Proceeds from such Asset Sale shall Disposition will be used in accordance with Section 4.05 and within the time limits specified by such Section 4.05, then each Guarantor (in the case of defeasance) or such Guarantor (in the case of compliance with Section 5.01(b) or in the event of a sale or other disposition of all of the Equity Interests of such Guarantor) or the corporation acquiring such assets (in the event of a sale or other disposition of all or substantially all of the assets of such Guarantor) shall be released and discharged from all obligations under this Article Eleven without any further action required on upon such use in the part case of clause (x) or upon such delivery in the Trustee or any Holdercase of clause (y). The Trustee shall, at the sole cost and expense of the Company and upon receipt at the reasonable request of the Trustee of an Opinion of Counsel that the provisions of this Section 11.03 have been complied with, deliver an appropriate instrument evidencing such release upon receipt of a request by the Company accompanied by an Officers' Certificate certifying as to the compliance with this Section 11Section. Any Guarantor not so released remains liable for the full amount of principal of (premium, if any) and interest on the Securities and the other obligations of the Company hereunder as provided in this Article Eleven.

Appears in 1 contract

Samples: Indenture (Triton PCS Inc)

Release of a Guarantor. If Upon (i) the Securities are defeased sale or disposition (by merger or otherwise) of a Subsidiary Guarantor to an entity which is not a Subsidiary of News Corporation or (ii) (A) the payment in full of the obligations under the Revolving Credit Agreement guaranteed by such Subsidiary Guarantor, to the extent that such Subsidiary Guarantor is a guarantor thereunder, and the termination of the commitments of the lenders under the Revolving Credit Agreement and (B) News Corporation directing that such Subsidiary Guarantor be released from its Guarantee or (iii) (A) the release of such Subsidiary Guarantor from its obligations under the Revolving Credit Agreement in accordance with the terms of this Indenture, or if Section 5.01(b) is complied with, or if, subject to the requirements of Section 5.01(a), all or substantially all of the assets of any Guarantor or all of the Equity Interests of any Guarantor are sold (including by issuance or otherwise) by the Company in a transaction constituting an Asset Sale thereof and (xB) the Net Cash Proceeds News Corporation directing that such Subsidiary Guarantor be released from its Guarantee, such Asset Sale are used in accordance with Section 4.05 or (y) the Company delivers to the Trustee an Officers' Certificate to the effect that the Net Cash Proceeds from such Asset Sale Subsidiary Guarantor shall be used in accordance with Section 4.05 and within the time limits specified by Section 4.05, then each Guarantor (in the case of defeasance) or such Guarantor (in the case of compliance with Section 5.01(b) or in the event of a sale or other disposition of all of the Equity Interests of such Guarantor) or the corporation acquiring such assets (in the event of a sale or other disposition of all or substantially all of the assets of such Guarantor) shall be deemed released and discharged from all obligations under this Article Eleven its Guarantee without any further action required on the part of the Trustee or any HolderHolder of Securities or BUCS. Any Subsidiary Guarantor not so released remains liable for the full amount of principal of premium, if any, and interest, if any, on the Securities and the payment obligations to the Trustee pursuant to Section 6.7 of the Indenture as provided in the Guarantee. The Trustee shall, at the sole cost and expense of the Company and upon receipt at the reasonable request of the Trustee of an Opinion of Counsel that the provisions of this Section 11.03 have been complied with, deliver shall make available for delivery an appropriate instrument evidencing such release upon receipt of a request by of the Company accompanied by an Officers' Officer's Certificate certifying as to the compliance with this Section 11Indenture and, in the event of the release of a Subsidiary Guarantor in accordance with the terms of (ii) herein above, an opinion of counsel.

Appears in 1 contract

Samples: Indenture (Feg Holdings Inc)

Release of a Guarantor. If the Securities are defeased in accordance with the terms of this Indenture, or if Section 5.01(b) is complied with, or if, subject to the requirements of Section 5.01(a)5.01, if applicable, all or substantially all of the assets of any Guarantor or all of the Equity Interests equity interests of any Guarantor are sold (including by issuance or otherwise) by the Company in a transaction constituting an Asset Sale and (x) the Net Cash Proceeds from such Asset Sale are used in accordance with Section 4.05 4.08 or (y) the Company delivers to the Trustee an Officers' Certificate to the effect that the Net Cash Proceeds from such Asset Sale shall be used in accordance with Section 4.05 4.08 and within the time limits specified by Section 4.054.08, then each Guarantor (in the case of defeasance) or such Guarantor (in the case of compliance with Section 5.01(b) or in the event of a sale or other disposition of all of the Equity Interests assets or the equity interests of such Guarantor) or the corporation acquiring such assets (in the event of a sale or other disposition of all or substantially all of the assets of such Guarantor) shall be released and discharged from all obligations under this Article Eleven without any further action required on the part of the Trustee or any Holder. The Trustee shall, at the sole cost and expense of the Company and upon receipt at the reasonable request of the Trustee of an Opinion of Counsel that the provisions of this Section 11.03 have been complied with, deliver an appropriate instrument evidencing such release upon receipt of a request by the Company accompanied by an Officers' Certificate certifying as to the compliance with this Section 11.

Appears in 1 contract

Samples: Indenture (Cooperative Computing Inc /De/)

Release of a Guarantor. If the Securities are defeased in accordance with the terms of this IndentureSection 9.01(c), or if Section 5.01(b) is complied with, or if, subject to the requirements of Section 5.01(a), all or substantially all of the assets of any Guarantor or all of the Equity Interests Capital Stock of any Guarantor are is sold (including by issuance or otherwise) by the Company or any of its Subsidiaries in a transaction constituting an Asset Sale Disposition and if (x) the Net Cash Available Proceeds from such Asset Sale Disposition are used in accordance with Section 4.05 or (y) the Company delivers to the Trustee an Officers' Certificate to the effect covenanting that the Net Cash Available Proceeds from such Asset Sale Disposition shall be used in accordance with Section 4.05 and within the time limits specified by such Section 4.05, then each Guarantor (in the case of defeasance) or such Guarantor (in the case of compliance with Section 5.01(b) or in the event of a sale or other disposition of all of the Equity Interests Capital Stock of such Guarantor) or the corporation acquiring such assets (in the event of a sale or other disposition of all or substantially all of the assets of such Guarantor) ), shall be deemed released and discharged from all obligations under this Article Eleven without any further action required on the part of the Trustee or any Holder. The Trustee shall, at the sole cost and expense of the Company and upon receipt at the reasonable request of the Trustee of an Opinion of Counsel that the provisions of this Section 11.03 have been complied with, deliver an appropriate instrument evidencing such release upon receipt of a request by the Company accompanied by an Officers' Certificate certifying as to the compliance with this Section 11Section. Any Guarantor not so released remains liable for the full amount of principal of and interest on the Securities and the other obligations of the Company hereunder as provided in this Article Eleven.

Appears in 1 contract

Samples: Indenture (Pen Tab Industries Inc)

Release of a Guarantor. (a) If the Securities are defeased in accordance with the terms of this Indenture, or if Section 5.01(b) is complied with, or if, subject to the requirements of Section 5.01(a), all or substantially all of the assets of any Guarantor or all of the Equity Interests equity interests of any Guarantor are sold (including by issuance or otherwise) by the Company in a transaction constituting an Asset Sale and (x) the Net Cash Proceeds from such Asset Sale are used in accordance with Section 4.05 4.08 or (y) the Company delivers to the Trustee an Officers' Certificate to the effect that the Net Cash Proceeds from such Asset Sale shall be used in accordance with Section 4.05 4.08 and within the time limits specified by Section 4.054.08, then each Guarantor (in the case of defeasance) or such Guarantor (in the case of compliance with Section 5.01(b) or in the event of a sale or other disposition of all of the Equity Interests equity interests of such Guarantor) or the corporation Person acquiring such assets (in the event of a sale or other disposition of all or substantially all of the assets of such Guarantor) shall be released and discharged from all obligations under this Article Eleven without any further action required on the part of the Trustee or any Holder. The Trustee shall, at the sole cost and expense of the Company and upon receipt at the reasonable request of the Trustee of an Opinion of Counsel that the provisions of this Section 11.03 have been complied with, deliver an appropriate instrument evidencing such release upon receipt of a request by the Company accompanied by an Officers' Certificate certifying as to the compliance with this Section 11.

Appears in 1 contract

Samples: Indenture (Lin Television Corp)

Release of a Guarantor. (a) If the Securities are defeased in accordance with the terms of this Indenture, or if Section 5.01(b5.01(c) is complied with, or if, subject to the requirements of Section 5.01(a) or 5.01(b), all or substantially all of the assets of any Guarantor or all of the Equity Interests equity interests of any Guarantor are sold (including by issuance or otherwise) by the Company in a transaction constituting an Asset Sale and (x) the Net Cash Proceeds from such Asset Sale are used in accordance with Section 4.05 or (y) the Company delivers to the Trustee an Officers' Certificate to the effect that the Net Cash Proceeds from such Asset Sale shall be used in accordance with Section 4.05 and within the time limits specified by Section 4.05, then each Guarantor (in the case of defeasance) or such Guarantor (in the case of compliance with Section 5.01(b5.01(c) or in the event of a sale or other disposition of all of the Equity Interests equity interests of such Guarantor) or the corporation Person acquiring such assets (in the event of a sale or other disposition of all or substantially all of the assets of such Guarantor) shall be released and discharged from all obligations under this Article Eleven Ten without any further action required on the part of the Trustee or any Holder. The Trustee shall, at the sole cost and expense of the Company and upon receipt at the reasonable request of the Trustee of an Opinion of Counsel that the provisions of this Section 11.03 10.03 have been complied with, deliver an appropriate instrument evidencing such release upon receipt of a request by the Company accompanied by an Officers' Certificate certifying as to the compliance with this Section 1110.

Appears in 1 contract

Samples: Indenture (Manischewitz B Co LLC)

Release of a Guarantor. (i) If the Securities are defeased in accordance with the terms of this Indenture, or if Section 5.01(b17(b) is complied with, or if, subject to the requirements of Section 5.01(a17(a), all or substantially all of the assets of any Guarantor or all of the Equity Interests of any Guarantor are sold (including by issuance or otherwise) by the Company (or pursuant to an exercise of remedies, or transfer in lieu thereof, on behalf of any holder or holders of a transaction constituting an Asset Sale Lien securing Senior Indebtedness) and (x) if the Net Cash Proceeds from such Asset Sale are used in accordance with Section 4.05 or (y) the Company delivers to the Trustee an Officers' Certificate to the effect that the Net Cash Proceeds from such Asset Sale shall be used in accordance with Section 4.05 and within the time limits specified by Section 4.058, then each Guarantor (in the case of defeasance) or such Guarantor (in the case of compliance with Section 5.01(b) or in the event of a sale or other disposition of all of the Equity Interests of such Guarantor) or the corporation acquiring such assets (in the event of a sale or other disposition of all or substantially all of the assets of such Guarantor) shall be released and discharged from all obligations under this Article Eleven Section 19 without any further action required on the part of any Holder provided, however that a sale of a Guarantor (other than by way of a sale or disposition pursuant to an exercise of remedies, or transfer in lieu thereof, on behalf of any holder or holders of a Lien securing Senior Indebtedness) will still be subject to the Trustee or any HolderCompany's obligations under Section 17(b). The Trustee shall, at Any Guarantor not so released remains liable for the sole cost full amount of principal of and expense interest on the Notes and the other obligations of the Company hereunder as provided in this Section 19. (ii) Any Guarantor that is designated an Unrestricted Subsidiary pursuant to and in accordance with Section 13 will upon receipt at the reasonable request such Designation be released and discharged of its Guarantee obligation in respect of the Trustee of an Opinion of Counsel that the provisions of this Section 11.03 have been complied with, deliver an appropriate instrument evidencing such release upon receipt of a request by the Company accompanied by an Officers' Certificate certifying as to the compliance with this Section 11Notes.

Appears in 1 contract

Samples: Modification Agreement (St John Knits International Inc)

Release of a Guarantor. If the Securities are defeased in accordance with the terms of this Indenture, or if Section 5.01(b) is complied with, or if, subject to the requirements of Section 5.01(a), all or substantially all of the assets of any Guarantor or all of the Equity Interests of any Guarantor are sold (including by issuance or otherwise) by the Company in a transaction constituting an Asset Sale and (x) the Net Cash Proceeds from such Asset Sale are used in accordance with Section 4.05 4.07 or (y) the Company delivers to the Trustee an Officers' Certificate to the effect that the Net Cash Proceeds from such Asset Sale shall be used in accordance with Section 4.05 4.07 and within the time limits specified by Section 4.054.07, then each Guarantor (in the case of defeasance) or such Guarantor (in the case of compliance with Section 5.01(b) or in the event of a sale or other disposition of all of the Equity Interests of such Guarantor) or the corporation acquiring such assets (in the event of a sale or other disposition of all or substantially all of the assets of such Guarantor) shall be released and discharged from all obligations under this Article Eleven without any further action required on the part of the Trustee or any Holder. The Trustee shallUpon the designation of a Guarantor as an Unrestricted Subsidiary pursuant to and in accordance with Section 4.15, at such Guarantor shall be released and discharged from all obligations under this Article Eleven without any further action required on the sole cost and expense of the Company and upon receipt at the reasonable request part of the Trustee or any Holder. In addition, if no Default or Event of an Opinion Default has occurred and is continuing, upon release of Counsel that the provisions guarantees of this Section 11.03 have been complied withany Guarantor of amounts outstanding under the Credit Facilities, deliver an appropriate instrument evidencing the Guarantee of such release upon receipt of a request by the Company accompanied by an Officers' Certificate certifying as to the compliance with this Section 11Guarantor shall be released.

Appears in 1 contract

Samples: Indenture (Aas Capital Corp)

Release of a Guarantor. If the Securities are defeased in accordance with the terms of this Indenture, or if Section 5.01(b) is complied with, or if, subject to the requirements of Section 5.01(a), all or substantially all of the assets of any Guarantor or all of the Equity Interests of any Guarantor are sold (including by issuance or otherwise) by the Company in a transaction constituting an Asset Sale and (x) the Net Cash Proceeds from such Asset Sale are used in accordance with Section 4.05 4.07 or (y) the Company delivers to the Trustee an Officers' Certificate to the effect that the Net Cash Proceeds from such Asset Sale shall be used in accordance with Section 4.05 4.07 and within the time limits specified by Section 4.054.07, then each Guarantor (in the case of defeasance) or such Guarantor (in the case of compliance with Section 5.01(b) or in the event of a sale or other disposition of all of the Equity Interests of such Guarantor) or the corporation acquiring such assets (in the event of a sale or other disposition of all or substantially all of the assets of such Guarantor) shall be released and discharged from all obligations under this Article Eleven Ten without any further action required on the part of the Trustee or any Holder. The Trustee shall, at the sole cost and expense of the Company and upon receipt at the reasonable request of the Trustee of an Opinion of Counsel that the provisions of this Section 11.03 10.03 have been complied with, deliver an appropriate instrument evidencing such release upon receipt of a request by the Company accompanied by an Officers' Certificate certifying as to the compliance with this Section 1110.03. Any Guarantor not so released remains liable for the full amount of principal of and interest on the Securities and the other obligations of the Company hereunder as provided in this Article Ten.

Appears in 1 contract

Samples: Indenture (Metris Direct Inc)

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