Release of Guarantee. The obligation of the Guarantor hereunder shall be released where 1.9.1 the Tenant assigns the Lease with the Landlord's prior written consent to an assignee who satisfies the "Minimum Criteria" or to an assignee who is guaranteed by a party who meets the Minimum Criteria (or in the case of an assignment to an assignee who meets the Minimum Criteria or to an assignee who is guaranteed by a party who meets the Minimum Criteria where a Court or other duly appointed arbitrator has held that consent to assignment is or has been unreasonably withheld and the assignee and, if applicable, the guarantor complete the assignment) or, at any time after an assignment the assignee or the guarantor of the assignee meets the Minimum Criteria. For the purpose of this Lease the "Minimum Criteria" shall be:- 1.9.1.1 The post tax profits of the assignee (or its guarantor where such guarantor provides a guarantee to the Landlord in the same terms as set out in this Sixth Schedule mutatis mutandis) as shown in its audited accounts for the previous three consecutive financial years is not less than three times the Rent then reserved at 3.1. to 3.3 of the Lease together with all rates and other outgoings then payable hereunder; or 1.9.1.2 The assignee or any guarantor of the assignee is a Government Body or agency ( which shall include for the purpose of this clause the Industrial Development Authority or Forfas) or the Office of Public Works (or any successor or replacement of the Office of Public Works) on behalf of a Government Body or the Government or Government Minister (in his capacity as a Minister); or 1.9.1.3 The assignee or any guarantor of the assignee is a publicly quoted company of more than 20 years standing and its failure to meet the criteria in clause 1.9.1 hereof in any one of the three consecutive financial years is due to a solvent corporate re-organization where following such re- organization, the net shareholders funds in the assignee are not less than One Hundred Million pounds (100,000,000) and, in expressing the assignee's borrowings as a percentage of its shareholder funds, such percentage is not greater than 60%. 1.9.2 The surrender of the Lease by agreement with the Landlord or
Appears in 1 contract
Samples: Lease Agreement (Visio Corp)
Release of Guarantee. The obligation Notwithstanding the provisions of Section 15.02 of the Indenture, a Guarantor hereunder shall be automatically and unconditionally released wherefrom its obligations under the Indenture:
1.9.1 the Tenant assigns the Lease with the Landlord's prior written consent to an assignee who satisfies the "Minimum Criteria" or to an assignee who is guaranteed by a party who meets the Minimum Criteria (or a) in the case of an assignment to an assignee who meets a Subsidiary Guarantor, upon the Minimum Criteria or to an assignee who is guaranteed by a party who meets the Minimum Criteria where a Court sale or other duly appointed arbitrator has held that consent to assignment is disposition of such Subsidiary Guarantor;
(b) in the case of a Subsidiary Guarantor, upon the sale or has been unreasonably withheld and the assignee and, if applicable, the guarantor complete the assignment) or, at any time after an assignment the assignee disposition of all or the guarantor substantially all of the assignee meets assets of such Subsidiary Guarantor;
(c) upon the Minimum Criteria. For liquidation or dissolution of such Guarantor; provided that no Default or Event of Default occur as a result thereof;
(d) upon the purpose Issuer’s exercise of its legal defeasance option or its covenant defeasance option as described in Article XII of this Lease Indenture or if the "Minimum Criteria" shall be:-
1.9.1.1 The post tax profits Issuer’s obligations under this Indenture are discharged in accordance with the terms of the assignee (or its guarantor where such guarantor provides a guarantee to the Landlord in the same terms as set out in this Sixth Schedule mutatis mutandis) as shown in its audited accounts for the previous three consecutive financial years is not less than three times the Rent then reserved at 3.1. to 3.3 of the Lease together with all rates and other outgoings then payable hereunderIndenture; or
1.9.1.2 The assignee (e) if such Guarantor ceases to guarantee the obligations of the Issuer under any indebtedness for money borrowed of the Issuer in an amount greater than $5,000,000, provided, however, that in the case of clauses (a) and (b) above, (1) such sale or other disposition is made to a Person other than the Parent or any guarantor of its Subsidiaries and (2) such sale or disposition is otherwise permitted by this Indenture. Upon any such occurrence specified in this Section 15.03, at the assignee is a Government Body or agency ( which shall include for Issuer’s request, and upon delivery to the purpose Trustee of this clause an Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent under the Industrial Development Authority or Forfas) or the Office of Public Works (or any successor or replacement of the Office of Public Works) on behalf of a Government Body or the Government or Government Minister (in his capacity as a Minister); or
1.9.1.3 The assignee or any guarantor of the assignee is a publicly quoted company of more than 20 years standing and its failure Indenture relating to meet the criteria in clause 1.9.1 hereof in any one of the three consecutive financial years is due to a solvent corporate re-organization where following such re- organizationrelease have been complied with, the net shareholders funds in Trustee shall execute any documents reasonably requested by the assignee are not less than One Hundred Million pounds (100,000,000) and, in expressing Issuer evidencing such release. A Person that has been released pursuant to this Section 15.03 shall cease to be a Guarantor for all purposes under this Indenture from and after the assignee's borrowings as date of such release unless and until such Person again becomes a percentage of its shareholder funds, such percentage is not greater than 60%Guarantor pursuant to Section 15.04.
1.9.2 The surrender of the Lease by agreement with the Landlord or
Appears in 1 contract
Release of Guarantee. The obligation Guarantee by the Guarantor will be automatically and unconditionally released and discharged with respect to the Securities of any series, and the Guarantor shall be released from all of its obligations, in its capacity as a guarantor, under this Indenture with respect to the securities of such series, and no further action by the Guarantor, the Issuer or the Trustee is required for the release of the Guarantee with respect to the Securities of any series, upon:
(a) if the GIP Transaction is not consummated, upon the merger of the Issuer with and into the Guarantor pursuant to Section 801(b);
(b) following the consummation of the GIP Transaction, upon any sale, exchange or transfer (by merger, amalgamation, consolidation, business combination or otherwise) of (i) the Capital Stock of the Guarantor, after which the Guarantor is no longer a Subsidiary of the Issuer or (ii) all or substantially all the assets of the Guarantor hereunder (other than a sale, exchange or transfer to the Issuer or a Subsidiary of the Issuer), in each case if such sale, exchange or transfer is made in compliance with the applicable provisions of this Indenture to the extent required to be satisfied as of the date of the transaction;
(c) upon the Issuer or the Guarantor consolidating with, merging into or transferring all of its properties or assets to the Issuer or the Guarantor, as applicable, and as a result of, or in connection with, such transaction the Issuer or the Guarantor, as applicable, dissolves or otherwise ceases to exist;
(d) the exercise by the Issuer of its defeasance option in accordance with Article Thirteen hereof or the discharge of the Issuer’s and the Guarantor’s obligations under this Indenture in accordance with Article Four hereof, in each case, with respect to the Securities of any series; provided that the Guarantee by the Guarantor shall only be released wherepursuant to this Section 1605(d) with respect to the Securities of any series that have been so defeased or discharged;
1.9.1 (e) upon the Tenant assigns substitution of the Lease Issuer by the Guarantor in accordance with Section 803; or
(f) if the Landlord's prior written consent to an assignee who satisfies aggregate principal amount of all of the "Minimum Criteria" or to an assignee who is guaranteed by a party who meets the Minimum Criteria (or in the case of an assignment to an assignee who meets the Minimum Criteria or to an assignee who is guaranteed by a party who meets the Minimum Criteria where a Court or other duly appointed arbitrator has held that consent to assignment is or has been unreasonably withheld and the assignee and, if applicable, the guarantor complete the assignment) or, outstanding BlackRock Existing Notes at any time after an assignment the assignee is less than $1,000,000,000. The Guarantee will not be subject to release or the guarantor of the assignee meets the Minimum Criteria. For the purpose of this Lease the "Minimum Criteria" shall be:-
1.9.1.1 The post tax profits of the assignee (or its guarantor where such guarantor provides a guarantee to the Landlord in the same terms revocation otherwise than as set out forth in this Sixth Schedule mutatis mutandis) as shown in its audited accounts for the previous three consecutive financial years is not less than three times the Rent then reserved at 3.1. to 3.3 of the Lease together with all rates and other outgoings then payable hereunder; or
1.9.1.2 The assignee or any guarantor of the assignee is a Government Body or agency ( which shall include for the purpose of this clause the Industrial Development Authority or Forfas) or the Office of Public Works (or any successor or replacement of the Office of Public Works) on behalf of a Government Body or the Government or Government Minister (in his capacity as a Minister); or
1.9.1.3 The assignee or any guarantor of the assignee is a publicly quoted company of more than 20 years standing and its failure to meet the criteria in clause 1.9.1 hereof in any one of the three consecutive financial years is due to a solvent corporate re-organization where following such re- organization, the net shareholders funds in the assignee are not less than One Hundred Million pounds (100,000,000) and, in expressing the assignee's borrowings as a percentage of its shareholder funds, such percentage is not greater than 60%Indenture.
1.9.2 The surrender of the Lease by agreement with the Landlord or
Appears in 1 contract
Release of Guarantee. The obligation Note Guarantee of a Guarantor will terminate automatically upon:
(1) any sale or other disposition of all or substantially all of the assets of that Guarantor (including by way of merger or consolidation) to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary of the Company, if the sale or other disposition is otherwise permitted by the Indenture;
(2) in connection with any sale, issuance or other disposition of Capital Stock of that Guarantor to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary of the Company, if the sale, issuance or other disposition complies with Section 4.16 and the Guarantor ceases to be a Restricted Subsidiary of the Company as a result of such sale, issuance or other disposition;
(3) if the Company designates any of its Restricted Subsidiaries that is a Guarantor to be an Unrestricted Subsidiary in accordance with the applicable provisions of the Indenture;
(4) upon the merger, amalgamation or consolidation of any Guarantor with and into the Company or another Guarantor that is the surviving Person in such merger, amalgamation or consolidation or upon the liquidation of such Guarantor following the transfer of all or substantially all of its assets, in each case, in compliance with the applicable provisions of the Indenture;
(5) in the event that such Guarantor was required to become a Guarantor under the provisions of the covenant described under “Additional Note Guarantees” by virtue of clause (ii) thereof, at such time as such Guarantor shall cease to Guarantee any Indebtedness of the Company or any other Guarantor; or
(6) upon legal defeasance, covenant defeasance or satisfaction or discharge of the Notes, as provided in Article 8. Upon delivery by the Company to the Trustee of an Officer’s Certificate and an Opinion of Counsel to the foregoing effect and as required in Section 11.04 and Section 11.05 hereof, the Trustee will execute any documents reasonably required in order to evidence the release of the Guarantor hereunder shall be released where
1.9.1 the Tenant assigns the Lease with the Landlord's prior written consent to an assignee who satisfies the "Minimum Criteria" or to an assignee who is guaranteed by a party who meets the Minimum Criteria (or in the case of an assignment to an assignee who meets the Minimum Criteria or to an assignee who is guaranteed by a party who meets the Minimum Criteria where a Court or other duly appointed arbitrator has held that consent to assignment is or has been unreasonably withheld and the assignee and, if applicable, the guarantor complete the assignment) or, at any time after an assignment the assignee or the guarantor of the assignee meets the Minimum Criteria. For the purpose of this Lease the "Minimum Criteria" shall be:-
1.9.1.1 The post tax profits of the assignee (or from its guarantor where such guarantor provides a guarantee to the Landlord in the same terms as set out in this Sixth Schedule mutatis mutandis) as shown in obligations under its audited accounts for the previous three consecutive financial years is not less than three times the Rent then reserved at 3.1. to 3.3 of the Lease together with all rates and other outgoings then payable hereunder; or
1.9.1.2 The assignee or any guarantor of the assignee is a Government Body or agency ( which shall include for the purpose of this clause the Industrial Development Authority or Forfas) or the Office of Public Works (or any successor or replacement of the Office of Public Works) on behalf of a Government Body or the Government or Government Minister (in his capacity as a Minister); or
1.9.1.3 The assignee or any guarantor of the assignee is a publicly quoted company of more than 20 years standing and its failure to meet the criteria in clause 1.9.1 hereof in any one of the three consecutive financial years is due to a solvent corporate re-organization where following such re- organization, the net shareholders funds in the assignee are not less than One Hundred Million pounds (100,000,000) and, in expressing the assignee's borrowings as a percentage of its shareholder funds, such percentage is not greater than 60%Note Guarantee.
1.9.2 The surrender of the Lease by agreement with the Landlord or
Appears in 1 contract
Release of Guarantee. (a) The obligation Note Guarantee of a Guarantor other than the Company will automatically terminate upon:
(1) a sale or other disposition (including by way of consolidation or merger) of the Guarantor, or the Capital Stock of the Guarantor hereunder such that the Guarantor is no longer a Subsidiary, or the sale or disposition of all or substantially all the assets of the Guarantor (other than to the Operating Partnership or a Restricted Subsidiary) otherwise permitted or not prohibited by the Indenture,
(2) the release of the Guarantees of all other Indebtedness by such Guarantor, unless at the time of such release a Default or Event of Default shall have occurred and be released wherecontinuing under the Indenture;
1.9.1 (3) the Tenant assigns the Lease designation in accordance with the Landlord's prior written consent to an assignee who satisfies the "Minimum Criteria" or to an assignee who is guaranteed by a party who meets the Minimum Criteria (or in the case of an assignment to an assignee who meets the Minimum Criteria or to an assignee who is guaranteed by a party who meets the Minimum Criteria where a Court or other duly appointed arbitrator has held that consent to assignment is or has been unreasonably withheld and the assignee and, if applicable, the guarantor complete the assignment) or, at any time after an assignment the assignee or the guarantor Indenture of the assignee meets the Minimum Criteria. For the purpose of this Lease the "Minimum Criteria" shall be:-Guarantor as an Unrestricted Subsidiary, or
1.9.1.1 The post tax profits (4) defeasance or discharge of the assignee Notes, as provided in Section 8.01, Section 8.03 or Section 8.04.
(or its guarantor where such guarantor provides a guarantee to the Landlord in the same terms as set out in this Sixth Schedule mutatis mutandisb) as shown in its audited accounts for the previous three consecutive financial years is not less than three times the Rent then reserved at 3.1. to 3.3 The Note Guarantee of the Lease together with Company will automatically terminate upon:
(1) the release of the Guarantees of all rates other Indebtedness by the Company, unless at the time of such release a Default or Event of Default shall have occurred and other outgoings then payable hereunderbe continuing under the Indenture; or
1.9.1.2 The assignee (2) defeasance or any guarantor discharge of the assignee is Notes, as provided in Section 8.02, Section 8.03 or Section 8.04.
(c) In addition, if on any date following the Issue Date, the Notes are rated Investment Grade by both Rating Agencies, and in connection therewith each Rating Agency received written information from the Operating Partnership stating that the release of all of the Guarantees will occur upon an Investment Grade rating, and no Default or Event of Default shall have occurred and be continuing under the Indenture on the date of such release, then, beginning on that date, the Guarantors will be automatically released from their obligations under the Guarantees; provided that as soon as possible following a Government Body or agency ( which shall include Reinstatement Date, the Company and each of the Operating Partnership’s Restricted Subsidiaries who would have been required to Guarantee the Notes but for the purpose of this clause foregoing, shall execute and deliver a supplemental indenture to the Industrial Development Authority or Forfas) or Indenture providing for the Office of Public Works (or any successor or replacement reinstatement of the Office Note Guarantee by the Company and a Subsidiary Guarantee by such Restricted Subsidiary.
(d) Upon delivery by the Operating Partnership to the Trustee of Public Works) on behalf an Officers’ Certificate and an Opinion of a Government Body or Counsel to the Government or Government Minister (foregoing effect, the Trustee will execute any documents reasonably required in his capacity as a Minister); or
1.9.1.3 The assignee or any guarantor order to evidence the release of the assignee is a publicly quoted company of more than 20 years standing and Guarantor from its failure to meet the criteria in clause 1.9.1 hereof in any one of the three consecutive financial years is due to a solvent corporate re-organization where following such re- organization, the net shareholders funds in the assignee are not less than One Hundred Million pounds (100,000,000) and, in expressing the assignee's borrowings as a percentage of obligations under its shareholder funds, such percentage is not greater than 60%Note Guarantee.
1.9.2 The surrender of the Lease by agreement with the Landlord or
Appears in 1 contract
Samples: First Supplemental Indenture (Dupont Fabros Technology, Inc.)
Release of Guarantee. The obligation (a) In the event of a sale or other disposition of all or substantially all of the assets or Capital Stock (whether by consolidation, merger, stock purchase, asset sale or otherwise) of the Guarantor, in each case, to a person other than the Company or to a person that is not (either before or after giving effect to such transaction) a Subsidiary, then the Guarantor shall be automatically released and relieved of any obligations under this Indenture and the Guarantee; provided that the Company shall have delivered to the Trustee an Officers' Certificate to the effect that immediately after, and taking into account, such sale or disposition, no Default or Event of Default shall have occurred and be continuing under this Indenture; and provided, further, that a termination shall only occur to the extent that all obligations of the Guarantor hereunder in respect of any Indebtedness under all Credit Facilities of the Obligors and under all of the Guarantor's pledges of assets or other security interests which secured Indebtedness under such Credit Facilities shall also terminate upon such sale or disposition.
(b) In the event of a sale or other disposition of all or substantially all of the assets or Capital Stock (whether by consolidation, merger, stock purchase, asset sale or otherwise) of the Guarantor to one or more persons that are (either before or after giving effect to such transaction) Subsidiaries, then the Guarantor shall be automatically released and relieved of any obligations under this Indenture and the Guarantee; provided that the Company shall have delivered to the Trustee an Officers' Certificate to the effect that immediately after, and taking into account, that sale or disposition, no Default or Event of Default shall have occurred and be continuing under this Indenture; and provided, further, that each such successor person shall be a corporation, limited liability company, partnership or trust organized and validly existing under the laws of the United States or any State thereof or the District of Columbia and shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Trustee, in form reasonably satisfactory to the Trustee, all of the obligations and covenants of the Guarantor under this Indenture and the Guarantee.
(c) Notwithstanding anything in this Article XI to the contrary, concurrently with the payment or performance in full of (i) all amounts due and owing on all outstanding Securities and (ii) all other obligations of the Company under this Indenture and the Securities, the Guarantor shall be released where
1.9.1 from and relieved from its obligations under this Article XI; provided that the Tenant assigns Company shall have delivered to the Lease Trustee an Officers' Certificate and an Opinion of Counsel to the effect that the transaction giving rise to the release of the Guarantee pursuant to this clause (c) was made by the Company in accordance with the Landlord's prior written consent provisions of this Indenture and the Securities. If any of the obligations of the Company are revived and reinstated after the termination of the Guarantee, then all of the obligations of the Guarantor under the Guarantee shall be revived and reinstated as if such Guarantee had not been terminated until such time as all the amounts due and owing on all outstanding Securities are paid in full, and the Guarantor shall enter into an amendment to an assignee who satisfies the "Minimum Criteria" or Guarantee, reasonably satisfactory to an assignee who is guaranteed the Trustee, evidencing such revival and reinstatement.
(d) Upon delivery by a party who meets the Minimum Criteria (or in Company to the case Trustee of an assignment Officers' Certificate or an Officers' Certificate and an Opinion of Counsel, as applicable, to an assignee who meets the Minimum Criteria or effect of any of the foregoing, the Trustee shall execute any documents reasonably required in order to an assignee who is guaranteed by a party who meets evidence the Minimum Criteria where a Court or other duly appointed arbitrator has held that consent to assignment is or has been unreasonably withheld release of the Guarantor from its obligations under this Indenture and the assignee and, if applicable, the guarantor complete the assignment) or, at any time after an assignment the assignee or the guarantor of the assignee meets the Minimum Criteria. For the purpose of this Lease the "Minimum Criteria" shall be:-
1.9.1.1 The post tax profits of the assignee (or its guarantor where such guarantor provides a guarantee to the Landlord in the same terms as set out in this Sixth Schedule mutatis mutandis) as shown in its audited accounts for the previous three consecutive financial years is not less than three times the Rent then reserved at 3.1. to 3.3 of the Lease together with all rates and other outgoings then payable hereunder; or
1.9.1.2 The assignee or any guarantor of the assignee is a Government Body or agency ( which shall include for the purpose of this clause the Industrial Development Authority or Forfas) or the Office of Public Works (or any successor or replacement of the Office of Public Works) on behalf of a Government Body or the Government or Government Minister (in his capacity as a Minister); or
1.9.1.3 The assignee or any guarantor of the assignee is a publicly quoted company of more than 20 years standing and its failure to meet the criteria in clause 1.9.1 hereof in any one of the three consecutive financial years is due to a solvent corporate re-organization where following such re- organization, the net shareholders funds in the assignee are not less than One Hundred Million pounds (100,000,000) and, in expressing the assignee's borrowings as a percentage of its shareholder funds, such percentage is not greater than 60%Guarantee.
1.9.2 The surrender of the Lease by agreement with the Landlord or
Appears in 1 contract
Samples: Indenture (Best Buy Co Inc)
Release of Guarantee. The obligation Guarantee by the Guarantor will be automatically and unconditionally released and discharged with respect to the Securities of any series, and the Guarantor shall be released from all of its obligations, in its capacity as a guarantor, under this Indenture with respect to the securities of such Series, and no further action by the Guarantor, the Issuer or the Trustee is required for the release of the Guarantee with respect to the Securities of any series, upon:
(a) if the GIP Transaction is not consummated, upon the merger of the Issuer with and into the Guarantor pursuant to Section 801(b);
(b) following the consummation of the GIP Transaction, upon any sale, exchange or transfer (by merger, amalgamation, consolidation, business combination or otherwise) of (i) the Capital Stock of the Guarantor, after which the Guarantor is no longer a Subsidiary of the Issuer or (ii) all or substantially all the assets of the Guarantor hereunder (other than a sale, exchange or transfer to the Issuer or a Subsidiary of the Issuer), in each case if such sale, exchange or transfer is made in compliance with the applicable provisions of this Indenture to the extent required to be satisfied as of the date of the transaction;
(c) upon the Issuer or the Guarantor consolidating with, merging into or transferring all of its properties or assets to the Issuer or the Guarantor, as applicable, and as a result of, or in connection with, such transaction the Issuer or the Guarantor, as applicable, dissolves or otherwise ceases to exist;
(d) the exercise by the Issuer of its defeasance option in accordance with Article Thirteen hereof or the discharge of the Issuer’s and the Guarantor’s obligations under this Indenture in accordance with Article Four hereof, in each case, with respect to the Securities of any series; provided that the Guarantee by the Guarantor shall only be released where
1.9.1 the Tenant assigns the Lease pursuant to this Section 1605(d) with the Landlord's prior written consent to an assignee who satisfies the "Minimum Criteria" or to an assignee who is guaranteed by a party who meets the Minimum Criteria (or in the case of an assignment to an assignee who meets the Minimum Criteria or to an assignee who is guaranteed by a party who meets the Minimum Criteria where a Court or other duly appointed arbitrator has held that consent to assignment is or has been unreasonably withheld and the assignee and, if applicable, the guarantor complete the assignment) or, at any time after an assignment the assignee or the guarantor of the assignee meets the Minimum Criteria. For the purpose of this Lease the "Minimum Criteria" shall be:-
1.9.1.1 The post tax profits of the assignee (or its guarantor where such guarantor provides a guarantee respect to the Landlord in the same terms as set out in this Sixth Schedule mutatis mutandis) as shown in its audited accounts for the previous three consecutive financial years is not less than three times the Rent then reserved at 3.1. to 3.3 Securities of the Lease together with all rates and other outgoings then payable hereunderany series that have been so defeased or discharged; or
1.9.1.2 The assignee or any guarantor (e) upon the substitution of the assignee is a Government Body or agency ( which shall include for Issuer by the purpose of this clause the Industrial Development Authority or Forfas) or the Office of Public Works (or any successor or replacement of the Office of Public Works) on behalf of a Government Body or the Government or Government Minister (Guarantor in his capacity as a Minister); or
1.9.1.3 The assignee or any guarantor of the assignee is a publicly quoted company of more than 20 years standing and its failure to meet the criteria in clause 1.9.1 hereof in any one of the three consecutive financial years is due to a solvent corporate re-organization where following such re- organization, the net shareholders funds in the assignee are not less than One Hundred Million pounds (100,000,000) and, in expressing the assignee's borrowings as a percentage of its shareholder funds, such percentage is not greater than 60%accordance with Section 803.
1.9.2 The surrender of the Lease by agreement with the Landlord or
Appears in 1 contract
Samples: Indenture (BlackRock Inc.)
Release of Guarantee. The obligation Note Guarantee of a Guarantor will terminate automatically upon:
(1) any sale or other disposition of all or substantially all of the assets of that Guarantor (including by way of merger or consolidation) to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary of the Company, if the sale or other disposition is otherwise permitted by the Indenture;
(2) in connection with any sale, issuance or other disposition of Capital Stock of that Guarantor to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary of the Company, if the sale, issuance or other disposition complies with Section 4.16 and the Guarantor ceases to be a Restricted Subsidiary of the Company as a result of such sale, issuance or other disposition;
(3) if the Company designates any of its Restricted Subsidiaries that is a Guarantor to be an Unrestricted Subsidiary in accordance with the applicable provisions of the Indenture;
(4) upon the merger, amalgamation or consolidation of any Guarantor with and into the Company or another Guarantor that is the surviving Person in such merger, amalgamation or consolidation or upon the liquidation of such Guarantor following the transfer of all or substantially all of its assets, in each case, in compliance with the applicable provisions of the Indenture;
(5) in the event that such Guarantor was required to become a Guarantor under the provisions of the covenant described under “Additional Note Guarantees” by virtue of clause (ii) thereof, at such time as such Guarantor shall cease to Guarantee any Indebtedness of the Company or any other Guarantor; or
(6) upon legal defeasance, covenant defeasance or satisfaction or discharge of the Notes, as provided in Article 8. Upon delivery by the Company to the Trustee of an Officer’s Certificate and an Opinion of Counsel to the foregoing effect and as required in Section 11.04 and Section 11.05 hereof, the Trustee will execute any documents reasonably required in order to evidence the release of the Guarantor hereunder shall be released where
1.9.1 the Tenant assigns the Lease with the Landlord's prior written consent to an assignee who satisfies the "Minimum Criteria" or to an assignee who is guaranteed by a party who meets the Minimum Criteria (or in the case of an assignment to an assignee who meets the Minimum Criteria or to an assignee who is guaranteed by a party who meets the Minimum Criteria where a Court or other duly appointed arbitrator has held that consent to assignment is or has been unreasonably withheld and the assignee and, if applicable, the guarantor complete the assignment) or, at any time after an assignment the assignee or the guarantor of the assignee meets the Minimum Criteria. For the purpose of this Lease the "Minimum Criteria" shall be:-
1.9.1.1 The post tax profits of the assignee (or from its guarantor where such guarantor provides a guarantee to the Landlord in the same terms as set out in this Sixth Schedule mutatis mutandis) as shown in obligations under its audited accounts for the previous three consecutive financial years is not less than three times the Rent then reserved at 3.1. to 3.3 of the Lease together with all rates and other outgoings then payable hereunder; or
1.9.1.2 The assignee or any guarantor of the assignee is a Government Body or agency ( which shall include for the purpose of this clause the Industrial Development Authority or Forfas) or the Office of Public Works (or any successor or replacement of the Office of Public Works) on behalf of a Government Body or the Government or Government Minister (in his capacity as a Minister); or
1.9.1.3 The assignee or any guarantor of the assignee is a publicly quoted company of more than 20 years standing and its failure to meet the criteria in clause 1.9.1 hereof in any one of the three consecutive financial years is due to a solvent corporate re-organization where following such re- organization, the net shareholders funds in the assignee are not less than One Hundred Million pounds (100,000,000) and, in expressing the assignee's borrowings as a percentage of its shareholder funds, such percentage is not greater than 60%Note Guarantee.
1.9.2 The surrender of the Lease by agreement with the Landlord or
Appears in 1 contract
Release of Guarantee. The obligation (a) In the event that each holder of Designated Senior Debt under a Credit Facility unconditionally releases a Guarantor of all of its obligations under its guarantee of such other Indebtedness pursuant to a written agreement (other than a release resulting from payment under such guarantee), such Guarantor, on a date selected by the Company or the Guarantor, shall be unconditionally released from all of its obligations under its Subsidiary Guarantee.
(b) In the event of a sale or other disposition of all of the assets of any Guarantor, by way of merger, consolidation or otherwise, or a sale or other disposition of all of the capital stock of any Guarantor, in each case to a Person that is not (either before or after giving effect to such transactions) a Restricted Subsidiary of the Company, or if the Company designates any Guarantor hereunder shall be released where
1.9.1 the Tenant assigns the Lease as an Unrestricted Subsidiary in accordance with the Landlord's prior written consent to an assignee who satisfies the "Minimum Criteria" or to an assignee who is guaranteed by a party who meets the Minimum Criteria terms of Section 4.17 hereof, then such Guarantor (or in the case event of an assignment to an assignee who meets the Minimum Criteria or to an assignee who is guaranteed by a party who meets the Minimum Criteria where a Court sale or other duly appointed arbitrator has held that consent to assignment is disposition, by way of merger, consolidation or has been unreasonably withheld and the assignee andotherwise, if applicable, the guarantor complete the assignment) or, at any time after an assignment the assignee or the guarantor of all of the assignee meets the Minimum Criteria. For the purpose capital stock of this Lease the "Minimum Criteria" shall be:-
1.9.1.1 The post tax profits of the assignee (such Guarantor or its guarantor where such guarantor provides a guarantee to the Landlord in the same terms designation as set out in this Sixth Schedule mutatis mutandis) as shown in its audited accounts for the previous three consecutive financial years is not less than three times the Rent then reserved at 3.1. to 3.3 of the Lease together with all rates and other outgoings then payable hereunder; or
1.9.1.2 The assignee or any guarantor of the assignee is a Government Body or agency ( which shall include for the purpose of this clause the Industrial Development Authority or Forfasan Unrestricted Subsidiary) or the Office corporation acquiring the property (in the event of Public Works (a sale or any successor other disposition of all or replacement substantially all of the Office assets of Public Workssuch Guarantor) on behalf will be released and relieved of a Government Body any obligations under its Subsidiary Guarantee; provided that the Net Proceeds of such sale or other disposition are applied in accordance with the Government applicable provisions of this Indenture, including without limitation Section 4.10 hereof. Upon delivery by the Company to the Trustee of an Officers' Certificate and an Opinion of Counsel to the effect that such sale or Government Minister (other disposition was made by the Company in his capacity as a Minister); or
1.9.1.3 The assignee or any guarantor accordance with the provisions of the assignee is a publicly quoted company of more than 20 years standing and its failure to meet the criteria in clause 1.9.1 hereof in any one of the three consecutive financial years is due to a solvent corporate re-organization where following such re- organizationthis Indenture, including without limitation Section 4.10 hereof, the net shareholders funds Trustee shall execute any documents reasonably required in order to evidence the assignee are not less than One Hundred Million pounds (100,000,000) and, in expressing the assignee's borrowings as a percentage release of any Guarantor from its shareholder funds, such percentage is not greater than 60%obligations under its Subsidiary Guarantee.
1.9.2 The surrender (c) Any Guarantor not released from its obligations under its Subsidiary Guarantee shall remain liable for the full amount of principal of and interest on the Lease by agreement with Notes and for the Landlord orother obligations of any Guarantor under this Indenture as provided in this Article 11.
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Samples: Indenture (Potlatch Corp)
Release of Guarantee. The obligation of the Guarantor hereunder shall be released where
1.9.1 the Tenant assigns the Lease with the Landlord's prior written consent to an assignee who satisfies the "Minimum Criteria" or to an assignee who is guaranteed by a party who meets the Minimum Criteria (or in the case of an assignment to an assignee who meets the Minimum Criteria or to an assignee who is guaranteed by a party who meets the Minimum Criteria where a Court or other duly appointed arbitrator has held that consent to assignment is or has been unreasonably withheld and the assignee and, if applicable, the guarantor complete the assignmenta) or, If at any time after an assignment any Subsidiary Guarantor ceases to be a Bank Guarantor, is not a Subsidiary Guarantor under the assignee 12-3/4% Note Indenture and the 9-7/8% Note Indenture and no Event of Default (or event or condition which with the giving of notice or the guarantor passage of time would be an Event of Default) then exists and is continuing, and either (x) such Subsidiary Guarantor has not Incurred any Indebtedness or preferred stock (including preference stock) after the assignee meets the Minimum Criteria. For the purpose of this Lease the "Minimum Criteria" shall be:-
1.9.1.1 The post tax profits of the assignee date hereof that is then outstanding other than Indebtedness Incurred pursuant to Section 4.10(a) (or its guarantor where such guarantor provides a guarantee but only to the Landlord in the same terms as set out in this Sixth Schedule mutatis mutandis) as shown in its audited accounts for the previous three consecutive financial years extent such Indebtedness is not less than three times the Rent then reserved at 3.1. to 3.3 also Indebtedness of the Lease together with all rates and other outgoings then payable hereunder; or
1.9.1.2 The assignee or any guarantor of the assignee is a Government Body or agency ( which shall include for the purpose of this clause the Industrial Development Authority or ForfasAlpart), Section 4.10(b)(iii) or the Office of Public Works (or any successor or replacement of the Office of Public Works) on behalf of a Government Body or the Government or Government Minister (in his capacity as a Minister); or
1.9.1.3 The assignee or any guarantor of the assignee is a publicly quoted company of more than 20 years standing and its failure to meet the criteria in clause 1.9.1 hereof in any one of the three consecutive financial years is due to a solvent corporate re-organization where following such re- organization, the net shareholders funds in the assignee are not less than One Hundred Million pounds (100,000,000Section 4.10(b)(iv) and, in expressing each case, permitted refinancings thereof, or (y) the assigneeNotes are then rated Baa3 (or the equivalent) or better by Xxxxx'x Investors Service, Inc. (or a successor rating agency) or BBB- (or the equivalent) or better by Standard & Poor's borrowings as Corporation (or a percentage successor rating agency), then such Person shall cease to be a Subsidiary Guarantor hereunder upon the delivery of the Officers' Certificate and Opinion of Counsel set forth in paragraph (b) of this Section 15.05. Thereafter, the Guarantee given by such Subsidiary Guarantor shall no longer have any force or effect and such Person shall be relieved of all of its shareholder fundsobligations and duties under this Indenture and the Notes.
(b) Upon any Subsidiary Guarantor ceasing to be a Bank Guarantor, the Company may, at its option, deliver to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that such Subsidiary Guarantor is no longer a Bank Guarantor, is not a Subsidiary Guarantor under the 9-7/8% Note Indenture or the 12-3/4% Note Indenture and that no Event of Default (or event or condition which with the giving of notice or the passage of time would become an Event of Default) exists and is continuing and that all conditions precedent herein provided relating to Section 15.05
(a) have been complied with.
(c) Upon the sale or disposition (by merger or otherwise, including, without limitation, pursuant to Section 15.03(b)(ii)) of a Subsidiary Guarantor (or the Company's or a Subsidiary's interest therein) by the Company or a Subsidiary of the Company to a Person that is not the Company or a Subsidiary of the Company and which sale or disposition is otherwise in compliance with the terms of this Indenture (including, without limitation, Section 4.14), the obligations of such Subsidiary Guarantor under its Guarantee shall be deemed released without any further action required on the part of the Trustee, such percentage Subsidiary Guarantor, the Company or any holder of the Notes, provided that any -------- guarantee of such Subsidiary Guarantor with respect to the Credit Agreement, the 12-3/4% Notes and the 9-7/8% Notes, and any renewals, extensions, refundings, replacements, restructurings or refinancings, amendments and modifications thereof, if any, has been or is not greater than 60%simultaneously released. At the request of the Company, the Trustee shall execute and deliver an appropriate instrument evidencing any such release.
1.9.2 The surrender (d) Upon the designation by the Board of Directors of the Lease by agreement Company of a Subsidiary Guarantor as an Unrestricted Subsidiary in compliance with the Landlord orterms of this Indenture, the obligations of such Subsidiary Guarantor under its Guarantee shall be deemed released without any further action required on the part of the Trustee, such Subsidiary Guarantor, the Company or any holder of the Notes; provided, however, that, any guarantee of such Subsidiary Guarantor with respect to the Credit Agreement, the 12-3/4% Notes and the 9-7/8% Notes, and any renewals, extensions, refundings, replacements, restructurings or refinancings, amendments and modifications thereof, if any, has been or is simultaneously released.
(e) Upon the release of any Subsidiary Guarantor from its Guarantee pursuant to any provision of this Indenture, each other Subsidiary Guarantor not so released shall remain liable for the full amount of principal of, and interest on, the Notes as and to the extent provided in this Indenture. At the request of the Company, the Trustee shall execute and deliver an appropriate instrument evidencing any such release. 113
Appears in 1 contract
Samples: Indenture (Kaiser Aluminum Corp)
Release of Guarantee. (a) The obligation Note Guarantee of a Guarantor other than Holdings will automatically terminate upon:
(1) a sale or other disposition (including by way of consolidation or merger) of the Guarantor, or the Capital Stock of the Guarantor hereunder such that the Guarantor is no longer a Subsidiary, or the sale or disposition of all or substantially all the assets of the Guarantor (other than to the Company or a Restricted Subsidiary) otherwise permitted or not prohibited by the Indenture,
(2) the release of the Guarantees of all other Indebtedness by such Guarantor, unless at the time of such release a Default or Event of Default shall have occurred and be released wherecontinuing under the Indenture;
1.9.1 (3) the Tenant assigns the Lease designation in accordance with the Landlord's prior Indenture of the Guarantor as an Unrestricted Subsidiary, or
(4) defeasance or discharge of the Notes, as provided in Section 8.01, Section 8.02 or Section 8.03.
(b) In addition, if on any date following the Issue Date, the Notes are rated Investment Grade by both Rating Agencies, and in connection therewith each Rating Agency received written consent information from the Company stating that the release of all of the Guarantees will occur upon an Investment Grade rating, and no Default or Event of Default shall have occurred and be continuing under the Indenture on the date of such release, then, beginning on that date, the Guarantors will be automatically released from their obligations under the Guarantees; provided that as soon as possible following a Reinstatement Date, Holdings and each of the Company’s Restricted Subsidiaries who would have been required to an assignee who satisfies Guarantee the "Minimum Criteria" or Notes but for the foregoing, shall execute and deliver a supplemental indenture to an assignee who is guaranteed the Indenture providing for the reinstatement of the Note Guarantee by Holdings and a party who meets Subsidiary Guarantee by such Restricted Subsidiary.
(c) Upon delivery by the Minimum Criteria (or in Company to the case Trustee of an assignment Officers’ Certificate and an Opinion of Counsel to an assignee who meets the Minimum Criteria or to an assignee who is guaranteed by a party who meets the Minimum Criteria where a Court or other duly appointed arbitrator has held that consent to assignment is or has been unreasonably withheld and the assignee and, if applicableforegoing effect, the guarantor complete Trustee will execute any documents reasonably required in order to evidence the assignment) or, at any time after an assignment the assignee or the guarantor release of the assignee meets the Minimum Criteria. For the purpose of this Lease the "Minimum Criteria" shall be:-
1.9.1.1 The post tax profits of the assignee (or Guarantor from its guarantor where such guarantor provides a guarantee to the Landlord in the same terms as set out in this Sixth Schedule mutatis mutandis) as shown in obligations under its audited accounts for the previous three consecutive financial years is not less than three times the Rent then reserved at 3.1. to 3.3 of the Lease together with all rates and other outgoings then payable hereunder; or
1.9.1.2 The assignee or any guarantor of the assignee is a Government Body or agency ( which shall include for the purpose of this clause the Industrial Development Authority or Forfas) or the Office of Public Works (or any successor or replacement of the Office of Public Works) on behalf of a Government Body or the Government or Government Minister (in his capacity as a Minister); or
1.9.1.3 The assignee or any guarantor of the assignee is a publicly quoted company of more than 20 years standing and its failure to meet the criteria in clause 1.9.1 hereof in any one of the three consecutive financial years is due to a solvent corporate re-organization where following such re- organization, the net shareholders funds in the assignee are not less than One Hundred Million pounds (100,000,000) and, in expressing the assignee's borrowings as a percentage of its shareholder funds, such percentage is not greater than 60%Note Guarantee.
1.9.2 The surrender of the Lease by agreement with the Landlord or
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Release of Guarantee. The obligation Guarantee by the Guarantor will be automatically and unconditionally released and discharged with respect to the Securities of any series, and the Guarantor shall be released from all of its obligations, in its capacity as a guarantor, under this Indenture with respect to the securities of such Series, and no further action by the Guarantor, the Issuer or the Trustee is required for the release of the Guarantee with respect to the Securities of any series, upon:
(a) if the GIP Transaction is not consummated, upon the merger of the Issuer with and into the Guarantor pursuant to Section 801(b);
(b) following the consummation of the GIP Transaction, upon any sale, exchange or transfer (by merger, amalgamation, consolidation, business combination or otherwise) of (i) the Capital Stock of the Guarantor, after which the Guarantor is no longer a Subsidiary of the Issuer or (ii) all or substantially all the assets of the Guarantor hereunder (other than a sale, exchange or transfer to the Issuer or a Subsidiary of the Issuer), in each case if such sale, exchange or transfer is made in compliance with the applicable provisions of this Indenture to the extent required to be satisfied as of the date of the transaction;
(c) upon the Issuer or the Guarantor consolidating with, merging into or transferring all of its properties or assets to the Issuer or the Guarantor, as applicable, and as a result of, or in connection with, such transaction the Issuer or the Guarantor, as applicable, dissolves or otherwise ceases to exist;
(d) the exercise by the Issuer of its defeasance option in accordance with Article Thirteen hereof or the discharge of the Issuer’s and the Guarantor’s obligations under this Indenture in accordance with Article Four hereof, in each case, with respect to the Securities of any series; provided that the Guarantee by the Guarantor shall only be released wherepursuant to this Section 1605(d) with respect to the Securities of any series that have been so defeased or discharged;
1.9.1 (e) upon the Tenant assigns substitution of the Lease Issuer by the Guarantor in accordance with Section 803; or
(f) if the Landlord's prior written consent to an assignee who satisfies aggregate principal amount of all of the "Minimum Criteria" or to an assignee who is guaranteed by a party who meets the Minimum Criteria (or in the case of an assignment to an assignee who meets the Minimum Criteria or to an assignee who is guaranteed by a party who meets the Minimum Criteria where a Court or other duly appointed arbitrator has held that consent to assignment is or has been unreasonably withheld and the assignee and, if applicable, the guarantor complete the assignment) or, outstanding BlackRock Existing Notes at any time after an assignment the assignee or the guarantor of the assignee meets the Minimum Criteria. For the purpose of this Lease the "Minimum Criteria" shall be:-
1.9.1.1 The post tax profits of the assignee (or its guarantor where such guarantor provides a guarantee to the Landlord in the same terms as set out in this Sixth Schedule mutatis mutandis) as shown in its audited accounts for the previous three consecutive financial years is not less than three times the Rent then reserved at 3.1. to 3.3 of the Lease together with all rates and other outgoings then payable hereunder; or
1.9.1.2 The assignee or any guarantor of the assignee is a Government Body or agency ( which shall include for the purpose of this clause the Industrial Development Authority or Forfas) or the Office of Public Works (or any successor or replacement of the Office of Public Works) on behalf of a Government Body or the Government or Government Minister (in his capacity as a Minister); or
1.9.1.3 The assignee or any guarantor of the assignee is a publicly quoted company of more than 20 years standing and its failure to meet the criteria in clause 1.9.1 hereof in any one of the three consecutive financial years is due to a solvent corporate re-organization where following such re- organization, the net shareholders funds in the assignee are not less than One Hundred Million pounds (100,000,000) and, in expressing the assignee's borrowings as a percentage of its shareholder funds, such percentage is not greater than 60%$1,000,000,000.
1.9.2 The surrender of the Lease by agreement with the Landlord or
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