Common use of Release of Assignors Clause in Contracts

Release of Assignors. If at any time all of the Equity Interests of any Assignor (or, to the extent any other Security Document requires releases thereunder to occur in accordance with the provisions of this Agreement, the pledgor, transferor, mortgagor or other corresponding party under such other Security Document) owned by the U.S. Borrower and its Subsidiaries are sold (to a person other than the U.S. Borrower or any of its Wholly-Owned Subsidiaries) in a transaction permitted pursuant to the Credit Agreement (and which does not violate the terms of any other Secured Debt Agreement then in effect), then, at the request and expense of the U.S. Borrower, the respective Assignor shall be automatically released as an Assignor pursuant to this Agreement (and the Collateral Agent (or, to the extent any other Security Document requires releases thereunder to occur in accordance with the provisions of this Agreement, the collateral agent or mortgagee under such other Security Document) is authorized and directed to execute and deliver such instruments of release as are reasonably satisfactory to it). At any time that the U.S. Borrower desires that an Assignor be released from this Agreement as provided in this Section 10.13, the U.S. Borrower shall deliver to the Collateral Agent a certificate signed by an officer of the U.S. Borrower stating that the release of the respective Assignor is permitted pursuant to this Section 10.13. The Collateral Agent shall have no liability whatsoever to any other Secured Creditor as a result of the release of any Assignor by it in accordance with, or which it believes to be in accordance with, this Section 10.13. [REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK; SIGNATURE PAGE FOLLOWS]

Appears in 1 contract

Samples: Security Agreement (Westborn Service Center, Inc.)

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Release of Assignors. If at any time all of the Equity Interests of any Assignor (or, to the extent any other Security Document requires releases thereunder to occur in accordance with the provisions of this Agreement, the pledgor, transferor, mortgagor or other corresponding party under such other Security Document) owned by the U.S. Borrower and its Subsidiaries are sold (to a person other than the U.S. Borrower or any of its Wholly-Owned Subsidiaries) in a transaction permitted pursuant to the DIP Credit Agreement (and which does not violate the terms of any other Secured Debt Agreement then in effect), then, at the request and expense of the U.S. Borrower, the respective Assignor shall be automatically released as an Assignor pursuant to this Agreement (and the Collateral Agent (or, to the extent any other Security Document requires releases thereunder to occur in accordance with the provisions of this Agreement, the collateral agent or mortgagee under such other Security Document) is authorized and directed to execute and deliver such instruments of release as are reasonably satisfactory to it). At any time that the U.S. Borrower desires that an Assignor be released from this Agreement or any other Security Document as provided in this Section 10.13, the U.S. Borrower shall deliver to the Collateral Agent a certificate signed by an officer of the U.S. Borrower stating that the release of the respective Assignor is permitted pursuant to this Section 10.13. The Collateral Agent shall have no liability whatsoever to any other Secured Creditor as a result of the release of any Assignor by it in accordance with, or which it believes to be in accordance with, this Section 10.13. [REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANKRemainder of this page intentionally left blank; SIGNATURE PAGE FOLLOWSsignature page follows]

Appears in 1 contract

Samples: S. Security Agreement (Cooper-Standard Holdings Inc.)

Release of Assignors. If at any time all of the Equity Interests of any Assignor (or, to the extent any other Security Document requires releases thereunder to occur in accordance with the provisions of this Agreement, the pledgor, transferor, mortgagor or other corresponding party under such other Security Document) owned by the U.S. Borrower Company and its Subsidiaries (other than the Equity Interests of a Borrower) are sold (to a person Person other than the U.S. Borrower Company or any of its Wholly-Owned Subsidiaries) in a transaction permitted pursuant to the Credit Agreement (and which does not violate the terms of any other Secured Debt Agreement Credit Document then in effect), then, at the request and expense of the U.S. BorrowerCompany, the respective Assignor shall be automatically immediately released as an Assignor pursuant to this Agreement (and the Collateral Agent (or, to the extent any other Security Document requires releases thereunder to occur in accordance with the provisions of this Agreement, the collateral agent assignee, mortgagee or mortgagee other corresponding party under such other Security Document) is authorized and directed to shall execute and deliver such instruments of release as are reasonably requested by the Company and otherwise reasonably satisfactory to itthe Collateral Agent). At any time the Company desires that the U.S. Borrower desires Collateral Agent acknowledge that an Assignor be has been released from this Agreement as provided in this Section 10.138.13, the U.S. Borrower Company shall deliver to the Collateral Agent a certificate signed by an officer Authorized Officer of the U.S. Borrower Company stating that the release of the respective Assignor is permitted pursuant to this Section 10.13. The Collateral Agent shall have no liability whatsoever to any other Secured Creditor as a result of the release of any Assignor by it in accordance with, or which it believes to be in accordance with, this Section 10.13. [REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK; SIGNATURE PAGE FOLLOWS]8.13.

Appears in 1 contract

Samples: Security Agreement (Tesla Motors Inc)

Release of Assignors. If at any time all of the Equity Interests of any Assignor (or, to the extent any other Security Document requires releases thereunder to occur in accordance with the provisions of this Agreement, the pledgor, transferor, mortgagor or other corresponding party under such other Security Document) owned by the U.S. Borrower Company and its Subsidiaries (other than the Equity Interests of a Borrower) are sold (to a person Person other than the U.S. Borrower Company or any of its Wholly-Owned Subsidiaries) in a transaction permitted pursuant to the Credit Agreement (and which does not violate the terms of any other Secured Debt Agreement Credit Document then in effect), then, at the request and expense of the U.S. BorrowerCompany, the respective Assignor shall be automatically immediately released as an Assignor pursuant to this Agreement (and the Collateral Agent (or, to the extent any other Security Document requires releases thereunder to occur in accordance with the provisions of this Agreement, the collateral agent pledgee, assignee, mortgagee or mortgagee other corresponding party under such other Security Document) is authorized and directed to shall execute and deliver such instruments of release as are reasonably requested by the Company and otherwise reasonably satisfactory to itthe Collateral Agent). At any time the Company desires that the U.S. Borrower desires Collateral Agent acknowledge that an Assignor be has been released from this Agreement as provided in this Section 10.138.13, the U.S. Borrower Company shall deliver to the Collateral Agent a certificate signed by an officer Authorized Officer of the U.S. Borrower Company stating that the release of the respective Assignor is permitted pursuant to this Section 10.13. The Collateral Agent shall have no liability whatsoever to any other Secured Creditor as a result of the release of any Assignor by it in accordance with, or which it believes to be in accordance with, this Section 10.138.13. [REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANKRemainder of this page intentionally left blank; SIGNATURE PAGE FOLLOWSsignature page follows]

Appears in 1 contract

Samples: Security Agreement (Ciena Corp)

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Release of Assignors. If at any time all of the Equity Interests of any Assignor (or, to the extent any other Security Document requires releases thereunder to occur in accordance with the provisions of this Agreement, the pledgor, transferor, mortgagor or other corresponding party under such other Security Document) owned by the U.S. Borrower Company and its Subsidiaries (other than the Equity Interests of a Borrower) are sold (to a person Person other than the U.S. Borrower Company or any of its Wholly-Owned Subsidiaries) in a transaction permitted pursuant to the Credit Agreement (and which does not violate the terms of any other Secured Debt Agreement Credit Document then in effect), then, at the request and expense of the U.S. BorrowerCompany, the respective Assignor shall be automatically immediately released as an Assignor pursuant to this Agreement (and the Collateral Agent (or, to the extent any other Security Document requires releases thereunder to occur in accordance with the provisions of this Agreement, the collateral agent pledgee, assignee, mortgagee - #PageNum# - or mortgagee other corresponding party under such other Security Document) is authorized and directed to shall execute and deliver such instruments of release as are reasonably requested by the Company and otherwise reasonably satisfactory to it)the Collateral Agent. At any time the Company desires that the U.S. Borrower desires Collateral Agent acknowledge that an Assignor be has been released from this Agreement as provided in this Section 10.138.13, the U.S. Borrower Company shall deliver to the Collateral Agent a certificate signed by an officer Authorized Officer of the U.S. Borrower Company stating that the release of the respective Assignor is permitted pursuant to this Section 10.13. The Collateral Agent shall have no liability whatsoever to any other Secured Creditor as a result of the release of any Assignor by it in accordance with, or which it believes to be in accordance with, this Section 10.13. [REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK; SIGNATURE PAGE FOLLOWS]8.13.

Appears in 1 contract

Samples: Canadian Security Agreement (Ciena Corp)

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