Release of Guarantor. (a) In addition to the release provisions set forth in the Indenture, subject to Section 702(d), the Guarantor shall be released and relieved from all of its obligations under this Article Seven, and the Guarantee shall be terminated and be of no further force or effect, upon the request of the Company (without the consent of the Trustee) if, immediately after giving effect to such release and termination (and, if applicable, any transaction in connection therewith, including any other concurrent release, termination, repayment or discharge of any other guarantee or other Debt of the Guarantor), the Company would be in compliance with Section 504 hereof, including in the event of a sale or other disposition as a result of which the Guarantor would cease to be a Subsidiary. (b) In order to effect the release and termination provided for in Section 702(a), the Company shall furnish to the Trustee an Officers’ Certificate stating that, immediately after giving effect to such release and termination (as well as any concurrent release, termination, repayment or discharge of any other guarantee or other Debt of the Guarantor), the Company will be in compliance with Section 504 hereof. In the event that the release and termination is in connection with a sale or other disposition as a result of which the Guarantor would cease to be a Subsidiary, pro forma effect shall be given to such disposition (including the application of any proceeds therefrom) in determining the Company’s compliance with Section 504 and, accordingly, the amount of Debt subject to the Guarantee and any other Debt of the Guarantor shall be excluded from any calculation thereunder. Notwithstanding any provision to the contrary in the Indenture or this Supplemental Indenture, no opinion, report or certificate, other than the Officers’ Certificate provided for in this Section 702(b), need be furnished to the Trustee for such release and termination. After its receipt of the aforementioned Officers’ Certificate, the Trustee shall execute any documents reasonably requested by either the Company or the Guarantor in order to evidence the release of the Guarantor from its obligations under the Guarantee under this Article Seven. (c) No supplemental indenture, amendment or waiver shall, without the consent of the Holder of each Outstanding Note, release the Guarantor from any of its obligations under Section 701, other than in accordance with the provisions of this Section 702 or the other release provisions set forth in the Indenture, or amend or modify the release provisions of this Section 702. (d) Notwithstanding the release provisions of Section 702(a), the Guarantor shall not be released from its obligations under this Article Seven and the Guarantee will not be terminated if, immediately after such release and termination (and, if applicable, after giving effect to any transaction to occur concurrently therewith), the Guarantor remains a co-obligor with or a guarantor for, as applicable, the obligations of the Company under any Existing Note. SECTION 703. AMALGAMATION, CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE. (a) Unless the Guarantor has been released, or in connection with such transaction will be released, from its obligations under the Guarantee in accordance with the provisions of Section 702 hereof or any other release provision set forth in the Indenture, the Guarantor shall not amalgamate or consolidate with or merge with or into any other Person or convey, transfer, lease or otherwise dispose of its properties and assets substantially as an entirety to any Person by liquidation, winding-up or otherwise (in one transaction or a series of related transactions) unless: (i) immediately after giving effect to such transaction (and treating any Debt which becomes an obligation of the Guarantor or a Subsidiary of the Guarantor in connection with or as a result of such transaction as having been incurred at the time of such transaction), no Default or Event of Default shall have occurred and be continuing; (ii) either (x) the Guarantor shall be the continuing Person or (y) the Person (if other than the Guarantor) formed by such amalgamation or consolidation or into which the Guarantor is merged or the Person which acquires by conveyance, transfer, lease or other disposition the properties and assets of the Guarantor substantially as an entirety (the “Successor Guarantor”) shall, unless the Successor Guarantor is the Company, (A) be a corporation, company, partnership or trust organized and validly existing under the federal laws of Canada or any Province thereof or the laws of the United States of America or any State thereof or the District of Columbia and (B) expressly assume, by an indenture supplemental hereto, executed and delivered to the Trustee, in form satisfactory to the Trustee, all of the obligations of the Guarantor under the Guarantee (provided, however, that the Successor Guarantor shall not be required to execute and deliver such a supplemental indenture in the event of an amalgamation of the Guarantor with one or more other Persons, in which the amalgamation is governed by the laws of Canada or any province thereof, the Successor Guarantor and the Guarantor are, immediately prior to such amalgamation, organized and existing under the laws of Canada or any province thereof and upon the effectiveness of such amalgamation, the Successor Guarantor shall have become or shall continue to be (as the case may be), by operation of law, liable for the observance of all obligations of the Guarantor under the Guarantee); and (iii) the Guarantor, the Company or the Successor Guarantor, as applicable, shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such amalgamation, consolidation, merger, conveyance, transfer, lease or other disposition and, if a supplemental indenture is required in connection with such transaction (or series of transactions), such supplemental indenture, comply with this Section 703(a) and that all conditions precedent herein provided for relating to such transaction have been satisfied. (b) Upon any amalgamation, consolidation or merger, or any conveyance, transfer, lease or other disposition of the properties and assets of the Guarantor substantially as an entirety in accordance with Section 703(a), the Successor Guarantor shall succeed to, and be substituted for, and may exercise every right and power of, the Guarantor under this Supplemental Indenture and the Indenture with the same effect as if such Successor Guarantor had been named as the Guarantor herein; and thereafter, except in the case of a lease, the Guarantor shall be released and relieved from all of its obligations under this Article Seven, and the Guarantee shall be terminated and be of no further force or effect.

Appears in 7 contracts

Samples: Supplemental Indenture (Rogers Communications Inc), Ninth Supplemental Indenture (Rogers Communications Inc), Eighth Supplemental Indenture (Rogers Communications Inc)

Release of Guarantor. A Guarantor shall be deemed released from all obligations under this Article 10 without any further action required on the part of the Trustee or any Holder: (a) ~~In addition~~ upon the sale (including any sale pursuant to any exercise of remedies by a holder of Senior Debt of the Company or of any Guarantor) or other disposition (including by way of consolidation or merger) of such Guarantor, other than to the ~~release provisions set forth in~~ Company or an Affiliate of the Company and as permitted by this Indenture; (b) upon the sale or disposition of all or substantially all the assets of such Guarantor, ~~subject~~ other than to ~~Section 702(d),~~ the Company or an Affiliate of the Company and as permitted by this Indenture; (c) upon the designation of such Guarantor as an Unrestricted Subsidiary pursuant to the terms of this Indenture; (d) if the Guarantor ~~shall~~ becomes an Immaterial Domestic Restricted Subsidiary and is not otherwise required to provide a Guarantee of the Notes pursuant Section 4.17 hereof or ceases to be a Subsidiary; (e) upon the Guarantor being released ~~and relieved~~ or discharged from all of its obligations as a borrower or guarantor under ~~this Article Seven~~the Credit Facilities and all other Capital Markets Indebtedness that gave rise to the requirement that such Guarantor provide such Guarantee pursuant to Section 4.17 hereof, ~~and the Guarantee shall be terminated and be of no further force or effect~~except, ~~upon the request of the Company (without the consent of the Trustee) if~~in each case, ~~immediately after giving effect to such~~ a release ~~and termination (and, if applicable, any transaction in connection therewith, including any other concurrent release, termination, repayment~~ or discharge ~~of any other guarantee or other Debt of the Guarantor), the Company would be in compliance with Section 504 hereof, including in the event of a sale or other disposition~~ as a result of ~~which~~ the Guarantor would cease to be a Subsidiary. (b) In order to effect the release and termination provided for in Section 702(a), the Company shall furnish to the Trustee an Officers’ Certificate stating that, immediately after giving effect to payment of such ~~release and termination (as well as any concurrent release, termination, repayment or discharge of any other~~ Guarantor’s guarantee or ~~other Debt of~~ direct obligations under the Credit Facilities or such Guarantor)’s guarantee under such Capital Markets Indebtedness, ~~the Company will be in compliance with Section 504 hereof. In the event~~ as applicable (it being understood that the release ~~and termination is in connection with a sale~~ or other disposition as a result of which the Guarantor would cease to be a Subsidiary, pro forma effect shall be given to such disposition (including the application of any proceeds therefrom) in determining the Company’s compliance with Section 504 and, accordingly, the amount of Debt discharge subject to a contingent reinstatement is still considered a release or discharge, and if any Indebtedness of such Guarantor under the Credit Facilities or such Capital Markets Indebtedness is reinstated, such Guarantee ~~and any other Debt of the Guarantor~~ shall also be excluded from any calculation thereunder. Notwithstanding any provision to the contrary in the Indenture or this Supplemental Indenture, no opinion, report or certificate, other than the Officers’ Certificate provided for in this Section 702(breinstated), need be furnished to the Trustee for such release and termination. After its receipt of the aforementioned Officers’ Certificate, the Trustee shall execute any documents reasonably requested by either ; or (f) if the Company exercises its Legal Defeasance option or ~~the Guarantor in order to evidence the release of the Guarantor from~~ its obligations under the Guarantee under this Article Seven. (c) No supplemental indenture, amendment or waiver shall, without the consent of the Holder of each Outstanding Note, release the Guarantor from any of its obligations under Section 701, other than Covenant Defeasance option in accordance with the provisions of ~~this Section 702~~ Article 8 hereof or the other release provisions set forth in the Indenture, or amend or modify the release provisions of this Section 702. (d) Notwithstanding the release provisions of Section 702(a), the Guarantor shall not be released from if its obligations under this Article Seven and the Guarantee will not be terminated if, immediately after such release and termination (and, if applicable, after giving effect to any transaction to occur concurrently therewith), the Guarantor remains a co-obligor with or a guarantor for, as applicable, the obligations of the Company under any Existing Note. SECTION 703. AMALGAMATION, CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE. (a) Unless the Guarantor has been released, or in connection with such transaction will be released, from its obligations under the Guarantee in accordance with the provisions of Section 702 hereof or any other release provision set forth in the Indenture, the Guarantor shall not amalgamate or consolidate with or merge with or into any other Person or convey, transfer, lease or otherwise dispose of its properties and assets substantially as an entirety to any Person by liquidation, winding-up or otherwise (in one transaction or a series of related transactions) unless: (i) immediately after giving effect to such transaction (and treating any Debt which becomes an obligation of the Guarantor or a Subsidiary of the Guarantor in connection with or as a result of such transaction as having been incurred at the time of such transaction), no Default or Event of Default shall have occurred and be continuing; (ii) either (x) the Guarantor shall be the continuing Person or (y) the Person (if other than the Guarantor) formed by such amalgamation or consolidation or into which the Guarantor is merged or the Person which acquires by conveyance, transfer, lease or other disposition the properties and assets of the Guarantor substantially as an entirety (the “Successor Guarantor”) shall, unless the Successor Guarantor is the Company, (A) be a corporation, company, partnership or trust organized and validly existing under the federal laws of Canada or any Province thereof or the laws of the United States of America or any State thereof or the District of Columbia and (B) expressly assume, by an indenture supplemental hereto, executed and delivered to the Trustee, in form satisfactory to the Trustee, all of the obligations of the Guarantor under the Guarantee (provided, however, that the Successor Guarantor shall not be required to execute and deliver such a supplemental indenture in the event of an amalgamation of the Guarantor with one or more other Persons, in which the amalgamation is governed by the laws of Canada or any province thereof, the Successor Guarantor and the Guarantor are, immediately prior to such amalgamation, organized and existing under the laws of Canada or any province thereof and upon the effectiveness of such amalgamation, the Successor Guarantor shall have become or shall continue to be (as the case may be), by operation of law, liable for the observance of all obligations of the Guarantor under the Guarantee); and (iii) the Guarantor, the Company or the Successor Guarantor, as applicable, shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such amalgamation, consolidation, merger, conveyance, transfer, lease or other disposition and, if a supplemental indenture is required in connection with such transaction (or series of transactions), such supplemental indenture, comply with this Section 703(a) and that all conditions precedent herein provided for relating to such transaction have been satisfied. (b) Upon any amalgamation, consolidation or merger, or any conveyance, transfer, lease or other disposition of the properties and assets of the Guarantor substantially as an entirety Indenture are discharged in accordance with Section ~~703(a~~8.06 hereof (in which case the Guarantee of Holdings shall also be released); At the request of the Company and upon receipt by the Trustee of the documents required by Section 11.02 hereof, the ~~Successor Guarantor~~ Trustee shall ~~succeed to,~~ execute and ~~be substituted for, and may exercise every right and power of,~~ deliver an appropriate instrument evidencing the ~~Guarantor under this Supplemental Indenture and the Indenture with the same effect as if such Successor Guarantor had been named as the Guarantor herein; and thereafter, except in the case~~ release of a ~~lease, the~~ Guarantor ~~shall be released and relieved from all of its obligations under~~ pursuant to this ~~Article Seven, and the Guarantee shall be terminated and be of no further force or effect~~Section 10.07.

Appears in 5 contracts

Samples: Indenture (TransDigm Group INC), Indenture (TransDigm Group INC), Indenture (TransDigm Group INC)

Release of Guarantor. (a) In addition to the release provisions set forth in the Indenture, subject to Section 702(d), the Guarantor shall be released and relieved from all of its obligations under this Article Seven, and the Guarantor’s Guarantee shall be terminated and be of no further force or effect, upon the request of the Company (without the consent of the Trustee) if, immediately after giving effect to such release and termination (and, if applicable, any transaction in connection therewith, including any other concurrent release, termination, repayment or discharge of any other guarantee or other Debt of the Guarantor), the Company would be in compliance with Section 504 hereof, including in the event of a sale or other disposition as a result of which the Guarantor would cease to be a Subsidiary. (b) In order to effect the release and termination provided for in Section 702(a), the Company shall furnish to the Trustee an Officers’ Certificate stating that, immediately after giving effect to such release and termination (as well as any concurrent release, termination, repayment or discharge of any other guarantee or other Debt of the Guarantor), the Company will be in compliance with Section 504 hereof. In the event that the release and termination is in connection with a sale or other disposition as a result of which the Guarantor would cease to be a Subsidiary, pro forma effect shall be given to such disposition (including the application of any proceeds therefrom) in determining the Company’s compliance with Section 504 and, accordingly, the amount of Debt subject to the Guarantee of the Guarantor and any other Debt of the Guarantor shall be excluded from any calculation thereunder. Notwithstanding any provision to the contrary in the Indenture or this Supplemental Indenture, no opinion, report or certificate, other than the Officers’ Certificate provided for in this Section 702(b), need be furnished to the Trustee for such release and termination. After its receipt of the aforementioned Officers’ Certificate, the Trustee shall execute any documents reasonably requested by either the Company or the Guarantor in order to evidence the release of the Guarantor from its obligations under the Guarantee under this Article Seven. (c) No supplemental indenture, amendment or waiver shall, without the consent of the Holder of each Outstanding Note, release the Guarantor from any of its obligations under Section 701, other than in accordance with the provisions of this Section 702 or the other release provisions set forth in the Indenture, or amend or modify the release provisions of this Section 702. (d) Notwithstanding the release provisions of Section 702(a), the Guarantor shall not be released from its obligations under this Article Seven and the Guarantee will not be terminated if, immediately after such release and termination (and, if applicable, after giving effect to any transaction to occur concurrently therewith), the Guarantor remains a co-obligor with or a guarantor for, as applicable, the obligations of the Company under any Existing Note. SECTION 703. AMALGAMATION, CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE. (a) Unless the Guarantor has been released, or in connection with such transaction will be released, from its obligations under the Guarantee in accordance with the provisions of Section 702 hereof or any other release provision set forth in the Indenture, the Guarantor shall not amalgamate or consolidate with or merge with or into any other Person or convey, transfer, lease or otherwise dispose of its properties and assets substantially as an entirety to any Person by liquidation, winding-up or otherwise (in one transaction or a series of related transactions) unless: (i) immediately after giving effect to such transaction (and treating any Debt which becomes an obligation of the Guarantor or a Subsidiary of the Guarantor in connection with or as a result of such transaction as having been incurred at the time of such transaction), no Default or Event of Default shall have occurred and be continuing; (ii) either (x) the Guarantor shall be the continuing Person or (y) the Person (if other than the Guarantor) formed by such amalgamation or consolidation or into which the Guarantor is merged or the Person which acquires by conveyance, transfer, lease or other disposition the properties and assets of the Guarantor substantially as an entirety (the “Successor Guarantor”) shall, unless the Successor Guarantor is the Company, (A) be a corporation, company, partnership or trust organized and validly existing under the federal laws of Canada or any Province thereof or the laws of the United States of America or any State thereof or the District of Columbia and (B) expressly assume, by an indenture supplemental hereto, executed and delivered to the Trustee, in form satisfactory to the Trustee, all of the obligations of the Guarantor under the Guarantee (provided, however, that the Successor Guarantor shall not be required to execute and deliver such a supplemental indenture in the event of an amalgamation of the Guarantor with one or more other Persons, in which the amalgamation is governed by the laws of Canada or any province thereof, the Successor Guarantor and the Guarantor are, immediately prior to such amalgamation, organized and existing under the laws of Canada or any province thereof and upon the effectiveness of such amalgamation, the Successor Guarantor shall have become or shall continue to be (as the case may be), by operation of law, liable for the observance of all obligations of the Guarantor under the Guarantee); and (iii) the Guarantor, the Company or the Successor Guarantor, as applicable, shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such amalgamation, consolidation, merger, conveyance, transfer, lease or other disposition and, if a supplemental indenture is required in connection with such transaction (or series of transactions), such supplemental indenture, comply with this Section 703(a) and that all conditions precedent herein provided for relating to such transaction have been satisfied. (b) Upon any amalgamation, consolidation or merger, or any conveyance, transfer, lease or other disposition of the properties and assets of the Guarantor substantially as an entirety in accordance with Section 703(a), the Successor Guarantor shall succeed to, and be substituted for, and may exercise every right and power of, the Guarantor under this Supplemental Indenture and the Indenture with the same effect as if such Successor Guarantor had been named as the Guarantor herein; and thereafter, except in the case of a lease, the Guarantor shall be released and relieved from all of its obligations under this Article Seven, and the Guarantor’s Guarantee shall be terminated and be of no further force or effect.

Appears in 5 contracts

Samples: Seventh Supplemental Indenture (Rogers Communications Inc), Fifth Supplemental Indenture (Rogers Communications Inc), Supplemental Indenture (Rogers Communications Inc)

Release of Guarantor. ~~(a) In addition to the release provisions set forth in the Indenture, subject to Section 702(d), the~~ A Guarantor shall be released and relieved from all of its obligations under this Article Seven, and the Guarantee shall be terminated and be of no further force or effect, upon the request of the Company (without the consent of the Trustee) if, immediately after giving effect to such release and termination (and, if applicable, any transaction in connection therewith, including any other concurrent release, termination, repayment or discharge of any other guarantee or other Debt of the Guarantor), the Company would be in compliance with Section 504 hereof, including in the event of a sale or other disposition as a result of which the Guarantor would cease to be a Subsidiary. (b) In order to effect the release and termination provided for in Section 702(a), the Company shall furnish to the Trustee an Officers’ Certificate stating that, immediately after giving effect to such release and termination (as well as any concurrent release, termination, repayment or discharge of any other guarantee or other Debt of the Guarantor), the Company will be ~~in compliance with Section 504 hereof. In the event that the release~~ automatically and termination is in connection with a sale or other disposition as a result of which the Guarantor would cease to be a Subsidiary, pro forma effect shall be given to such disposition (including the application of any proceeds therefrom) in determining the Company’s compliance with Section 504 and, accordingly, the amount of Debt subject to the Guarantee and any other Debt of the Guarantor shall be excluded from any calculation thereunder. Notwithstanding any provision to the contrary in the Indenture or this Supplemental Indenture, no opinion, report or certificate, other than the Officers’ Certificate provided for in this Section 702(b), need be furnished to the Trustee for such release and termination. After its receipt of the aforementioned Officers’ Certificate, the Trustee shall execute any documents reasonably requested by either the Company or the Guarantor in order to evidence the release of the Guarantor from its obligations under the Guarantee under this Article Seven. (c) No supplemental indenture, amendment or waiver shall, without the consent of the Holder of each Outstanding Note, release the Guarantor from any of its obligations under Section 701, other than in accordance with the provisions of this Section 702 or the other release provisions set forth in the Indenture, or amend or modify the release provisions of this Section 702. (d) Notwithstanding the release provisions of Section 702(a), the Guarantor shall not be unconditionally released from its obligations under this Article ~~Seven~~ 10 (other than any obligation that may have arisen under Section 10.06): (1) solely in the case of a Subsidiary Guarantor (and not in the ~~Guarantee will not be terminated if, immediately after such release and termination (and, if applicable, after giving effect to any transaction to occur concurrently therewith~~case of the Operating Partnership), the Guarantor remains a co-obligor with or a guarantor for, as applicable, the obligations of the Company under any Existing Note. SECTION 703. AMALGAMATION, CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE. (a) Unless the Guarantor has been released, or in connection with ~~such transaction will be released, from its obligations under the Guarantee in accordance with the provisions of Section 702 hereof~~ any sale or ~~any~~ other release provision set forth in the Indenture, the Guarantor shall not amalgamate or consolidate with or merge with or into any other Person or convey, transfer, lease or otherwise dispose of its properties and assets substantially as an entirety to any Person by liquidation, winding-up or otherwise (in one transaction or a series of related transactions) unless: (i) immediately after giving effect to such transaction (and treating any Debt which becomes an obligation disposition of the Capital Stock of such Subsidiary Guarantor or such Subsidiary Guarantor’s direct or indirect parent (including by way of merger or consolidation) other than to the Company or a Subsidiary of the Company, if such transaction at the time of such disposition complies with Section 4.03 hereof and the Subsidiary Guarantor ~~in connection with or~~ ceases to be a Subsidiary of the Company as a result of such ~~transaction as having been incurred at the time of such~~ transaction~~), no Default or Event of Default shall have occurred and be continuing~~; (ii2) if the Company effects either its legal defeasance option or its covenant defeasance option in accordance with Section 8.01(b) hereof or if it satisfies and discharges this Indenture in accordance with Section 8.01(a) hereof; (x3) any Subsidiary Guarantor becoming an Excluded Non-Guarantor Subsidiary; or (4) upon the ~~Guarantor shall be the continuing Person or (y) the Person (if other than the Guarantor) formed by such~~ merger, amalgamation or consolidation or liquidation of any Subsidiary Guarantor with and into ~~which~~ the Company or another Subsidiary Guarantor, in each case in compliance with the applicable provisions of this Indenture or upon the liquidation of such Guarantor ~~is merged~~ following the transfer of all of its assets to the Company or another Subsidiary Guarantor; provided that the ~~Person which acquires by conveyance, transfer, lease~~ Company or ~~other disposition the properties and~~ Subsidiary Guarantor acquiring any assets of such Subsidiary Guarantor upon such merger, amalgamation or consolidation or liquidation shall comply with Section 4.14 with respect to such assets and such merger, amalgamation or consolidation or liquidation shall comply with Section 5.01. At the ~~Guarantor substantially as an entirety (the “Successor Guarantor”) shall, unless the Successor Guarantor is~~ request of the Company, ~~(A) be a corporation, company, partnership or trust organized and validly existing under~~ upon delivery by the ~~federal laws~~ Company to the Trustee of ~~Canada or~~ an Officer’s Certificate to the effect that any ~~Province thereof or the laws~~ of the ~~United States of America or any State thereof or~~ conditions described in the ~~District of Columbia~~ foregoing clauses (1) — (4) has occurred, the Trustee and ~~(B) expressly assume~~the Collateral Agent, by an indenture supplemental hereto, executed and delivered to the Trustee, in form satisfactory to the Trustee, all of the obligations of the Guarantor under the Guarantee (provided, however, that the Successor Guarantor as applicable shall ~~not be required to~~ execute and deliver such ~~a supplemental indenture in the event of an amalgamation of the Guarantor with one or more other Persons, in which the amalgamation is governed~~ instrument reasonably requested by the laws of Canada or any province thereof, the Successor Guarantor and the Guarantor are, immediately prior to such amalgamation, organized and existing under the laws of Canada or any province thereof and upon the effectiveness of such amalgamation, the Successor Guarantor shall have become or shall continue to be (as the case may be), by operation of law, liable for the observance of all obligations of the Guarantor under the Guarantee); and (iii) the Guarantor, the Company or ~~the Successor Guarantor, as applicable, shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that~~ such ~~amalgamation, consolidation, merger, conveyance, transfer, lease or other disposition and, if a supplemental indenture is required in connection with~~ Guarantor evidencing such transaction (or series of transactions), such supplemental indenture, comply with this Section 703(a) and that all conditions precedent herein provided for relating to such transaction have been satisfiedrelease. (b) Upon any amalgamation, consolidation or merger, or any conveyance, transfer, lease or other disposition of the properties and assets of the Guarantor substantially as an entirety in accordance with Section 703(a), the Successor Guarantor shall succeed to, and be substituted for, and may exercise every right and power of, the Guarantor under this Supplemental Indenture and the Indenture with the same effect as if such Successor Guarantor had been named as the Guarantor herein; and thereafter, except in the case of a lease, the Guarantor shall be released and relieved from all of its obligations under this Article Seven, and the Guarantee shall be terminated and be of no further force or effect.

Appears in 5 contracts

Samples: Indenture (CBL & Associates Limited Partnership), Indenture (CBL & Associates Limited Partnership), Indenture (CBL & Associates Limited Partnership)

Release of Guarantor. (a) In addition to the release provisions set forth in the Indenture, subject to Section ~~702(d~~802(d), ~~the Guarantor~~ RCCI shall be released and relieved from all of its obligations under this Article ~~Seven~~Eight, and the Guarantee shall be terminated and be of no further force or effect, upon the request of the Company (without the consent of the Trustee) if, immediately after giving effect to such release and termination (and, if applicable, any transaction in connection therewith, including any other concurrent release, termination, repayment or discharge of any other guarantee or other Debt of ~~the Guarantor~~RCCI), the Company would be in compliance with Section ~~504~~ 604 hereof, including in the event of a sale or other ~~disposition~~ transaction as a result of which ~~the Guarantor~~ RCCI would cease to be a Subsidiary. (b) In order to effect the release and termination provided for in Section ~~702(a~~802(a), the Company shall furnish to the Trustee an ~~Officers’~~ Officer’s Certificate stating that, immediately after giving effect to such release and termination (as well as any concurrent release, termination, repayment or discharge of any other guarantee or other Debt of ~~the Guarantor~~RCCI), the Company will be in compliance with Section ~~504~~ 604 hereof. In the event that the release and termination is in connection with a sale or other ~~disposition~~ transaction as a result of which ~~the Guarantor~~ RCCI would cease to be a Subsidiary, pro forma effect shall be given to such ~~disposition~~ transaction (including the application of any proceeds therefrom) in determining the Company’s compliance with Section ~~504~~ 604 and, accordingly, the amount of Debt subject to the Guarantee and any other Debt of ~~the Guarantor~~ RCCI shall be excluded from any calculation thereunder. Notwithstanding any provision to the contrary in the Indenture or this Supplemental Indenture, no opinion, report or certificate, other than the ~~Officers’~~ Officer’s Certificate provided for in this Section ~~702(b~~802(b), need be furnished to the Trustee for such release and termination. After its receipt of the aforementioned ~~Officers’~~ Officer’s Certificate, the Trustee shall execute any documents reasonably requested by either the Company or ~~the Guarantor~~ RCCI in order to evidence the release of ~~the Guarantor~~ RCCI from its obligations under the Guarantee under this Article ~~Seven~~Eight. (c) No supplemental indenture, amendment or waiver shall, without the consent of the Holder of each Outstanding Note, release ~~the Guarantor~~ RCCI from any of its obligations under Section ~~701~~801, other than in accordance with the provisions of this Section ~~702~~ 802 or the other release provisions set forth in the Indenture, or amend or modify the release provisions of this Section ~~702~~802. (d) Notwithstanding the release provisions of Section ~~702(a~~802(a), ~~the Guarantor~~ RCCI shall not be released from its obligations under this Article ~~Seven~~ Eight and the Guarantee will not be terminated if, immediately after such release and termination (and, if applicable, after giving effect to any transaction to occur concurrently therewith), ~~the Guarantor~~ RCCI remains a co-obligor with or a guarantor for, as applicable, the obligations of the Company under any Existing Note. (e) Notwithstanding the release provisions of this Section 802, any Person added as a Guarantor at the option of the Company pursuant to Section 801(f) of the Indenture may be released at the option of the Company at any time upon such conditions as may be specified in the supplement to this Supplemental Indenture pursuant to which such added Guarantor provided its Guarantee. No opinion, report or certificate need be furnished to the Trustee for a release and termination pursuant to this Section 802(e) other than, where the Indenture or this Supplemental Indenture has been amended to add the guarantee of such Guarantor, the Officers’ Certificate provided for in Section 802(b). Nothing in this Section 802(e) shall modify or amend the release provisions applicable to RCCI pursuant to clauses (a) to (d) of this Section 802. SECTION ~~703~~803. AMALGAMATION, CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE. (a) Unless ~~the Guarantor~~ RCCI has been released, or in connection with such transaction will be released, from its obligations under the Guarantee in accordance with the provisions of Section ~~702~~ 802 hereof or any other release provision set forth in the Indenture, ~~the Guarantor~~ RCCI shall not amalgamate or consolidate with or merge with or into any other Person or convey, transfer, lease or otherwise dispose of its properties and assets substantially as an entirety to any Person by liquidation, winding-up or otherwise (in one transaction or a series of related transactions) unless: (i) immediately after giving effect to such transaction (and treating any Debt which becomes an obligation of ~~the Guarantor~~ RCCI or a Subsidiary of ~~the Guarantor~~ RCCI in connection with or as a result of such transaction as having been incurred at the time of such transaction), no Default or Event of Default shall have occurred and be continuing; (ii) either (x) ~~the Guarantor~~ RCCI shall be the continuing Person or (y) the Person (if other than ~~the Guarantor~~RCCI) formed by such amalgamation or consolidation or into which ~~the Guarantor~~ RCCI is merged or the Person which acquires by conveyance, transfer, lease or other disposition the properties and assets of ~~the Guarantor~~ RCCI substantially as an entirety (the “Successor Guarantor”) shall, unless the Successor Guarantor is the Company, (A) be a corporation, company, partnership or trust organized and validly existing under the federal laws of Canada or any Province thereof or the laws of the United States of America or any State thereof or the District of Columbia and (B) expressly assume, by an indenture supplemental hereto, executed and delivered to the Trustee, in form satisfactory to the Trustee, all of the obligations of ~~the Guarantor~~ RCCI under the Guarantee (provided, however, that the Successor Guarantor shall not be required to execute and deliver such a supplemental indenture in the event of an amalgamation of ~~the Guarantor~~ RCCI with one or more other Persons, in which the amalgamation is governed by the laws of Canada or any province thereof, the Successor Guarantor and ~~the Guarantor~~ RCCI are, immediately prior to such amalgamation, organized and existing under the laws of Canada or any province thereof and upon the effectiveness of such amalgamation, the Successor Guarantor shall have become or shall continue to be (as the case may be), by operation of law, liable for the observance of all obligations of ~~the Guarantor~~ RCCI under the Guarantee); and (iii) ~~the Guarantor~~RCCI, the Company or the Successor Guarantor, as applicable, shall have delivered to the Trustee an ~~Officers’~~ Officer’s Certificate and an Opinion of Counsel, each stating that such amalgamation, consolidation, merger, conveyance, transfer, lease or other disposition and, if a supplemental indenture is required in connection with such transaction (or series of transactions), such supplemental indenture, comply with this Section ~~703(a~~803(a) and that all conditions precedent herein provided for relating to such transaction have been satisfied. (b) Upon any amalgamation, consolidation or merger, or any conveyance, transfer, lease or other disposition of the properties and assets of ~~the Guarantor~~ RCCI substantially as an entirety in accordance with Section ~~703(a~~803(a), the Successor Guarantor shall succeed to, and be substituted for, and may exercise every right and power of, ~~the Guarantor~~ RCCI under this Supplemental Indenture and the Indenture with the same effect as if such Successor Guarantor had been named as ~~the Guarantor~~ RCCI herein; and thereafter, except in the case of a lease, ~~the Guarantor~~ RCCI shall be released and relieved from all of its obligations under this Article ~~Seven~~Eight, and the Guarantee shall be terminated and be of no further force or effect. SECTION 901. COMPANY’S OPTION TO EFFECT DEFEASANCE OR COVENANT DEFEASANCE. The Company may, at its option at any time, with respect to the Notes, elect to have either Sections 302 or 303 of the Indenture applied to all Outstanding Notes upon compliance with the conditions set forth below in Section 902 for defeasance or covenant defeasance, as applicable, with respect to the Notes. To exercise either option, the Company shall provide written notice of its election to the Trustee. It is hereby acknowledged and agreed that, with respect to the Notes, the below Section 902 replaces, in its entirety, Section 304 of the Indenture, and the conditions of Section 902 for defeasance or covenant defeasance, as applicable, with respect to the Notes shall supersede the conditions provided therefor in Section 304 of the Indenture. For greater certainty, the provisions contained in this Article Nine apply to this Supplemental Indenture and the Notes issued hereunder notwithstanding any provisions to the contrary contained in Article Three of the Indenture.

Appears in 4 contracts

Samples: Supplemental Indenture (Rogers Communications Inc), Supplemental Indenture (Rogers Communications Inc), Nineteenth Supplemental Indenture (Rogers Communications Inc)

Release of Guarantor. (a) ~~In addition to the release provisions set forth in the Indenture, subject to Section 702(d), the~~ A Guarantor shall be automatically released ~~and relieved~~ without any action on the part of the Trustee or the Holders from ~~all of~~ its obligations under this ~~Article Seven~~Indenture and Guarantee: (1) in connection with any sale, ~~and the Guarantee shall be terminated and be~~ transfer or other disposition of ~~no further force~~ all or ~~effect, upon the request~~ substantially all of the ~~Company~~ assets of that Guarantor (~~without the consent~~ including by way of ~~the Trustee~~merger or consolidation) ~~if, immediately~~ to a Person that is not (either before or after giving effect to such ~~release and termination~~ transaction) OI Group or a Restricted Subsidiary of OI Group; or (~~and, if applicable, any transaction~~ 2) in connection ~~therewith~~with any sale, including any other concurrent release, termination, repayment or discharge of any other guarantee or other Debt of the Guarantor), the Company would be in compliance with Section 504 hereof, including in the event of a sale transfer or other disposition as of all of the Capital Stock of a ~~result of which the~~ Guarantor ~~would cease~~ to be a ~~Subsidiary.~~ Person that is not (~~b) In order to effect the release and termination provided for in Section 702(a), the Company shall furnish to the Trustee an Officers’ Certificate stating that, immediately~~ either before or after giving effect to such transaction) OI Group or a Restricted Subsidiary of OI Group. The Trustee shall receive written notice of the release ~~and termination (as well as any concurrent release, termination, repayment or discharge~~ of any ~~other guarantee or other Debt~~ Guarantor if such release is effected and, at the direction of the Guarantor), the Company will be in compliance with Section 504 hereof. In the event that the release and termination is in connection with a sale or other disposition as a result of which the Guarantor would cease to be a Subsidiary, pro forma effect shall be given to such disposition (including the application of any proceeds therefrom) in determining the Company’s compliance with Section 504 and, accordingly, the amount of Debt subject to the Guarantee and any other Debt of the Guarantor shall be excluded from any calculation thereunder. Notwithstanding any provision to the contrary in the Indenture or this Supplemental Indenture, no opinion, report or certificate, other than the Officers’ Certificate provided for in this Section 702(b), need be furnished to the Trustee for such release and termination. After its receipt of the aforementioned Officers’ Certificate, the Trustee shall execute any documents reasonably requested by either the Company or the Guarantor in order to evidence the release of the Guarantor from its obligations under the Guarantee under this Article Seven. (c) No supplemental indenture, amendment or waiver shall, without the consent of the Holder of each Outstanding Note, release the Guarantor from any of its obligations under Section 701, other than in accordance with the provisions of this Section 702 or the other release provisions set forth in the Indenture, or amend or modify the release provisions of this Section 702. (d) Notwithstanding the release provisions of Section 702(a), the Guarantor shall not be released from its obligations under this Article Seven and the Guarantee will not be terminated if, immediately after an appropriate instrument evidencing such release and termination (and, if applicable, after giving effect to any transaction to occur concurrently therewith), the Guarantor remains a co-obligor with or a guarantor for, as applicable, the obligations of the Company under any Existing Note. SECTION 703. AMALGAMATION, CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE. (a) Unless the Guarantor has been released, or in connection with such transaction will be released, from its obligations under the Guarantee in accordance with the provisions of Section 702 hereof or any other release provision set forth in the Indenture, the Guarantor shall not amalgamate or consolidate with or merge with or into any other Person or convey, transfer, lease or otherwise dispose of its properties and assets substantially as an entirety to any Person by liquidation, winding-up or otherwise (in one transaction or a series of related transactions) unless: (i) immediately after giving effect to such transaction (and treating any Debt which becomes an obligation of the Guarantor or a Subsidiary of the Guarantor in connection with or as a result of such transaction as having been incurred at the time of such transaction), no Default or Event of Default shall have occurred and be continuing; (ii) either (x) the Guarantor shall be the continuing Person or (y) the Person (if other than the Guarantor) formed by such amalgamation or consolidation or into which the Guarantor is merged or the Person which acquires by conveyance, transfer, lease or other disposition the properties and assets of the Guarantor substantially as an entirety (the “Successor Guarantor”) shall, unless the Successor Guarantor is the Company, (A) be a corporation, company, partnership or trust organized and validly existing under the federal laws of Canada or any Province thereof or the laws of the United States of America or any State thereof or the District of Columbia and (B) expressly assume, by an indenture supplemental hereto, executed and delivered to the Trustee, in form satisfactory to the Trustee, all of the obligations of the Guarantor under the Guarantee (provided, however, that the Successor Guarantor shall not be required to execute and deliver such a supplemental indenture in the event of an amalgamation of the Guarantor with one or more other Persons, in which the amalgamation is governed by the laws of Canada or any province thereof, the Successor Guarantor and the Guarantor are, immediately prior to such amalgamation, organized and existing under the laws of Canada or any province thereof and upon the effectiveness of such amalgamation, the Successor Guarantor shall have become or shall continue to be (as the case may be), by operation of law, liable for the observance of all obligations of the Guarantor under the Guarantee); and (iii) the Guarantor, the Company or the Successor Guarantor, as applicable, shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such amalgamation, consolidation, merger, conveyance, transfer, lease or other disposition and, if a supplemental indenture is required in connection with such transaction (or series of transactions), such supplemental indenture, comply with this Section 703(a) and that all conditions precedent herein provided for relating to such transaction have been satisfiedrelease. (b) Upon ~~any amalgamation~~the release of a guarantee by a Domestic Subsidiary under the Credit Agreement, ~~consolidation or merger~~the Guarantee of such Domestic Subsidiary under this Indenture shall be released and discharged at such time and, ~~or any conveyance, transfer, lease or other disposition~~ at the direction of the ~~properties and assets of the Guarantor substantially as an entirety in accordance with Section 703(a)~~Company, the ~~Successor Guarantor shall succeed to~~Trustee shall, subject to the terms of this Indenture, execute an appropriate instrument evidencing such release. (c) Upon the release and ~~be substituted for, and may exercise every right and power of~~discharge from a Guarantor’s liability with respect to the Indebtedness giving rise to the requirement to provide a Guarantee pursuant to Section 4.11 of this Indenture, the Guarantee of such Guarantor under this ~~Supplemental~~ Indenture shall be released and ~~the Indenture with the same effect as if~~ discharged at such ~~Successor Guarantor had been named as the Guarantor herein; and thereafter~~time, ~~except~~ provided that in the case of a ~~lease~~Domestic Subsidiary only, such Domestic Subsidiary does not then guarantee the Credit Agreement, and, at the direction of the Company, the Trustee shall execute an appropriate instrument evidencing such release. (d) Upon defeasance or discharge of the Notes, as provided under Section 8.01 or Section 8.03, the Guarantee of such Guarantor under this Indenture shall be released and ~~relieved from all~~ discharged at such time and, at the direction of ~~its~~ the Company, the Trustee shall, subject to the terms of this Indenture, execute an appropriate instrument evidencing such release. (e) If any such Domestic Subsidiary thereafter guarantees obligations under the Credit Agreement (or such released guarantee under the Credit Agreement is reinstated or renewed), then such Domestic Subsidiary will Guarantee the Notes in accordance with this Article ~~Seven, and the Guarantee shall be terminated and be of no further force or effect~~10.

Appears in 4 contracts

Samples: Indenture (O-I Glass, Inc. /DE/), Indenture (O-I Glass, Inc. /DE/), Indenture (O-I Glass, Inc. /DE/)

Release of Guarantor. ~~(a) In addition to the release provisions set forth in the Indenture, subject to Section 702(d), the~~ Any Guarantor ~~shall~~ will be released and relieved ~~from~~ of any obligations under its Note Guarantee: (a) in connection with any sale or other disposition of all or substantially all of ~~its obligations under this Article Seven, and~~ the ~~Guarantee shall be terminated and be~~ assets of ~~no further force~~ that Guarantor (including by way of merger or ~~effect, upon the request of the Company~~ consolidation) to a Person that is not (~~without the consent of the Trustee) if, immediately~~ either before or after giving effect to such ~~release and termination (and~~transaction) a Restricted Subsidiary of the Issuer, if ~~applicable, any transaction in connection therewith, including any other concurrent release, termination, repayment or discharge of any other guarantee or other Debt of~~ the ~~Guarantor), the Company would be in compliance with Section 504 hereof, including in the event of a~~ sale or other disposition ~~as a result~~ of ~~which~~ all or substantially all of the assets of that Guarantor ~~would cease to be a Subsidiary.~~complies with Section 4.13, including the application of the Net Proceeds therefrom; provided, however, that such Guarantor is released from its guarantees, if any, of, and all pledges and security, if any, granted in connection with, the Credit Agreement and any other Indebtedness of the Issuer or any Restricted Subsidiary of the Issuer; (b) ~~In order~~ in connection with any sale of all of the Capital Stock of a Guarantor to ~~effect the release and termination provided for in Section 702(a), the Company shall furnish to the Trustee an Officers’ Certificate stating that, immediately~~ a Person that is not (either before or after giving effect to such ~~release and termination (as well as any concurrent release, termination, repayment or discharge of any other guarantee or other Debt~~ transaction) a Restricted Subsidiary of the ~~Guarantor)~~Issuer, if the ~~Company will be in compliance~~ sale of all such Capital Stock of that Guarantor complies with Section ~~504 hereof. In the event that the release and termination is in connection with a sale or other disposition as a result of which the Guarantor would cease to be a Subsidiary~~4.13, ~~pro forma effect shall be given to such disposition (~~including the application of ~~any proceeds~~ the Net Proceeds therefrom) in determining the Company’s compliance with Section 504 and, accordingly, the amount of Debt subject to the Guarantee and any other Debt of the Guarantor shall be excluded from any calculation thereunder. Notwithstanding any provision to the contrary in the Indenture or this Supplemental Indenture, no opinion, report or certificate, other than the Officers’ Certificate provided for in this Section 702(b), need be furnished to the Trustee for such release and termination. After its receipt of the aforementioned Officers’ Certificate, the Trustee shall execute any documents reasonably requested by either the Company or the Guarantor in order to evidence the release of the Guarantor from its obligations under the Guarantee under this Article Seven. (c) No supplemental indenture, amendment or waiver shall, without the consent of the Holder of each Outstanding Note, release the Guarantor from any of its obligations under Section 701, other than in accordance with the provisions of this Section 702 or the other release provisions set forth in the Indenture, or amend or modify the release provisions of this Section 702. (d) Notwithstanding the release provisions of Section 702(a), the Guarantor shall not be released from its obligations under this Article Seven and the Guarantee will not be terminated if, immediately after such release and termination (and, if applicable, after giving effect to any transaction to occur concurrently therewith), the Guarantor remains a co-obligor with or a guarantor for, as applicable, the obligations of the Company under any Existing Note. SECTION 703. AMALGAMATION, CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE. (a) Unless the Guarantor has been released, or in connection with such transaction will be released, from its obligations under the Guarantee in accordance with the provisions of Section 702 hereof or any other release provision set forth in the Indenture, the Guarantor shall not amalgamate or consolidate with or merge with or into any other Person or convey, transfer, lease or otherwise dispose of its properties and assets substantially as an entirety to any Person by liquidation, winding-up or otherwise (in one transaction or a series of related transactions) unless: (i) immediately after giving effect to such transaction (and treating any Debt which becomes an obligation of the Guarantor or a Subsidiary of the Guarantor in connection with or as a result of such transaction as having been incurred at the time of such transaction), no Default or Event of Default shall have occurred and be continuing; (ii) either (x) the Guarantor shall be the continuing Person or (y) the Person (if other than the Guarantor) formed by such amalgamation or consolidation or into which the Guarantor is merged or the Person which acquires by conveyance, transfer, lease or other disposition the properties and assets of the Guarantor substantially as an entirety (the “Successor Guarantor”) shall, unless the Successor Guarantor is the Company, (A) be a corporation, company, partnership or trust organized and validly existing under the federal laws of Canada or any Province thereof or the laws of the United States of America or any State thereof or the District of Columbia and (B) expressly assume, by an indenture supplemental hereto, executed and delivered to the Trustee, in form satisfactory to the Trustee, all of the obligations of the Guarantor under the Guarantee (; provided, however, that such Guarantor is released from its guarantees, if any, of, and all pledges and security, if any, granted in connection with, the ~~Successor Guarantor shall not be required to execute~~ Credit Agreement and ~~deliver such a supplemental indenture in the event of an amalgamation~~ any other Indebtedness of the ~~Guarantor with one or more other Persons, in which the amalgamation is governed by the laws of Canada~~ Issuer or any province thereof, the Successor Guarantor and the Guarantor are, immediately prior to such amalgamation, organized and existing under the laws of Canada or any province thereof and upon the effectiveness of such amalgamation, the Successor Guarantor shall have become or shall continue to be (as the case may be), by operation of law, liable for the observance of all obligations Restricted Subsidiary of the ~~Guarantor under the Guarantee); and~~Issuer; (~~iii~~c) if the ~~Guarantor, the Company or the Successor Guarantor,~~ Issuer properly designates any Restricted Subsidiary that is a Guarantor as ~~applicable, shall have delivered to the Trustee~~ an Officers’ Certificate and an Opinion of Counsel, each stating that such amalgamation, consolidation, merger, conveyance, transfer, lease or other disposition and, if a supplemental indenture is required Unrestricted Subsidiary; (d) in connection with any sale of Capital Stock of a Guarantor to a Person that results in the Guarantor no longer being a Subsidiary of the Issuer, if the sale of such ~~transaction (or series~~ Capital Stock of ~~transactions)~~that Guarantor complies with Section 4.13, ~~such supplemental indenture, comply with this Section 703(a) and that all conditions precedent herein provided for relating to such transaction have been satisfied.~~including the application of the Net Proceeds therefrom; (be) ~~Upon any amalgamation, consolidation~~ if the Issuer exercises its Legal Defeasance option or ~~merger,~~ its Covenant Defeasance option as described in Section 8.02 or any conveyance, transfer, lease or other disposition of the properties and assets of the Guarantor substantially as an entirety in accordance with Section 703(a), the Successor Guarantor shall succeed to, and be substituted for, and may exercise every right and power of, the Guarantor under this Supplemental Indenture and the Indenture with the same effect as if ~~such Successor Guarantor had been named as the Guarantor herein; and thereafter, except in the case of a lease, the Guarantor shall be released and relieved from all of~~ its obligations under this ~~Article Seven~~Indenture are discharged in accordance with the terms of this Indenture; or (f) if the Guarantee by such Guarantor, if any, of, and all pledges and security interests, if any, granted by such Guarantor in connection with all Indebtedness of the Issuer or any Restricted Subsidiary the Guarantee ~~shall be terminated and be~~ of ~~no further force~~ which by such Guarantor (or ~~effect~~the pledge of assets by such Guarantor in connection therewith) would have required such Guarantor to Guarantee the Notes pursuant to Section 4.16 (including, without limitation, the Credit Agreement), have been released.

Appears in 4 contracts

Samples: Indenture (Nortek Inc), Indenture (Broan-NuTone LLC), Indenture (Aigis Mechtronics, Inc.)

Release of Guarantor. ~~(a) In addition to the release provisions set forth in the Indenture, subject to Section 702(d), the~~ The Unconditional Guaranty of any Guarantor shall ~~be released and relieved from all of its obligations under this Article Seven, and the Guarantee shall be terminated~~ terminate and be of no further force or ~~effect, upon the request~~ effect and such Guarantor shall be deemed to be released from all obligations under this Guaranty and to no longer constitute a Guarantor for purposes of the ~~Company~~ Note Purchase Agreement upon (~~without~~ i) the consent of the Trustee) if, immediately after giving effect to such release and termination (and, if applicable, any transaction in connection therewith, including any other concurrent release, termination, repayment or discharge of any other guarantee or other Debt of the Guarantor), the Company would be in compliance with Section 504 hereof, including in the event of a sale or other disposition by the Company or a Subsidiary of the Capital Stock of such Guarantor in compliance with the provisions of the Note Purchase Agreement, if as a result of which the Guarantor would cease to be a Subsidiary. (b) In order to effect the release and termination provided for in Section 702(a), the Company shall furnish to the Trustee an Officers’ Certificate stating that, immediately after giving effect to such release and termination (as well as any concurrent release, termination, repayment or discharge of any other guarantee or other Debt of the Guarantor), the Company will be in compliance with Section 504 hereof. In the event that the release and termination is in connection with a sale or other ~~disposition as a result of which the~~ disposition, such Guarantor ~~would cease~~ ceases to be a Subsidiary, ~~pro forma effect shall be given~~ or (ii) the written request for such termination made by such Guarantor to ~~such disposition (including~~ each holder of the ~~application of any proceeds therefrom) in determining the Company~~Notes, accompanied by an Officer’s ~~compliance with Section 504 and, accordingly, the amount of Debt subject~~ Certificate delivered to each holder certifying as to the ~~Guarantee and any other Debt~~ satisfaction of the Guarantor shall be excluded from any calculation thereunder. Notwithstanding any provision to the contrary in the Indenture or this Supplemental Indenture, no opinion, report or certificate, other than the Officers’ Certificate provided for in relevant requirements of this Section ~~702(b)~~2.22 with respect thereto, ~~need be furnished to~~ if (x) such Guarantor is no longer a borrower or guarantor under the ~~Trustee for such release~~ Credit Agreement and ~~termination. After its receipt of the aforementioned Officers’ Certificate, the Trustee shall execute any documents reasonably requested by either the Company~~ has been released or ~~the Guarantor in order to evidence the release of the Guarantor~~ discharged from its obligations ~~under the Guarantee under this Article Seven.~~ thereunder, (cy) No supplemental indenture, amendment or waiver shall, without the consent of the Holder of each Outstanding Note, release the Guarantor from any of its obligations under Section 701, other than in accordance with the provisions of this Section 702 or the other release provisions set forth in the Indenture, or amend or modify the release provisions of this Section 702. (d) Notwithstanding the release provisions of Section 702(a), the such Guarantor shall not ~~be released from its obligations under this Article Seven and the Guarantee will not be terminated if, immediately after such release and termination~~ (~~and, if applicable,~~ after giving effect to any ~~transaction~~ other release or termination occurring substantially simultaneously with the release and termination pursuant to ~~occur concurrently therewith~~this clause (ii)~~, the Guarantor remains a co-obligor with or a guarantor for, as applicable, the obligations~~ ) then be Guaranteeing any other Indebtedness of the Company ~~under any Existing Note. SECTION 703. AMALGAMATION, CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE.~~ in excess of $20,000,000 in aggregate principal amount and (az) Unless the Guarantor has been released, or in connection with such transaction will be released, from its obligations under the Guarantee in accordance with the provisions of Section 702 hereof or any other release provision set forth in the Indenture, the Guarantor shall not amalgamate or consolidate with or merge with or into any other Person or convey, transfer, lease or otherwise dispose of its properties and assets substantially as an entirety to any Person by liquidation, winding-up or otherwise (in one transaction or a series of related transactions) unless: (i) immediately after giving effect to such transaction (and treating any Debt which becomes an obligation of the Guarantor or a Subsidiary of the Guarantor in connection with or as a result of such transaction as having been incurred at the time of such transaction), no Default or Event of Default shall have occurred and be ~~continuing; (ii) either (x)~~ continuing or would result from the Guarantor shall be the continuing Person or (y) the Person (if other than the Guarantor) formed by such amalgamation or consolidation or into which the Guarantor is merged or the Person which acquires by conveyance, transfer, lease or other disposition the properties and assets termination of the ~~Guarantor substantially as an entirety (~~Unconditional Guaranty of any Guarantor. At the ~~“Successor Guarantor”) shall, unless the Successor Guarantor is the Company, (A) be a corporation, company, partnership or trust organized and validly existing under the federal laws~~ request of Canada or any Province thereof or the laws of the United States of America or any State thereof or the District of Columbia and (B) expressly assume, by an indenture supplemental hereto, executed and delivered to the Trustee, in form satisfactory to the Trustee, all of the obligations of the Guarantor under the Guarantee (provided, however, that the Successor Guarantor shall not be required to execute and deliver such a supplemental indenture in the event of an amalgamation of the Guarantor with one or more other Persons, in which the amalgamation is governed by the laws of Canada or any province thereof, the Successor Guarantor and the Guarantor are, immediately prior to such amalgamation, organized and existing under the laws of Canada or any province thereof and upon the effectiveness of such amalgamation, the Successor Guarantor shall have become or shall continue to be (as the case may be), by operation of law, liable for the observance of all obligations of the Guarantor under the Guarantee); and (iii) the Guarantor, the Company or the ~~Successor~~ relevant Guarantor, ~~as applicable~~the Purchasers shall execute and deliver an appropriate instrument, ~~shall have delivered~~ in the form provided by the Company or such Guarantor, evidencing the release of any Guarantor pursuant to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such amalgamation, consolidation, merger, conveyance, transfer, lease or other disposition and, if a supplemental indenture is required in connection with such transaction (or series of transactions), such supplemental indenture, comply with this Section ~~703(a) and that all conditions precedent herein provided for relating to such transaction have been satisfied~~2.22. (b) Upon any amalgamation, consolidation or merger, or any conveyance, transfer, lease or other disposition of the properties and assets of the Guarantor substantially as an entirety in accordance with Section 703(a), the Successor Guarantor shall succeed to, and be substituted for, and may exercise every right and power of, the Guarantor under this Supplemental Indenture and the Indenture with the same effect as if such Successor Guarantor had been named as the Guarantor herein; and thereafter, except in the case of a lease, the Guarantor shall be released and relieved from all of its obligations under this Article Seven, and the Guarantee shall be terminated and be of no further force or effect.

Appears in 4 contracts

Samples: Note Purchase and Private Shelf Agreement (Tiffany & Co), Note Purchase and Private Shelf Agreement (Tiffany & Co), Guaranty Agreement (Tiffany & Co)

Release of Guarantor. (a) In addition to the release provisions set forth in the Indenture, subject to Section 702(d), the Guarantor shall be released and relieved from all of its obligations under this Article Seven, and the Guarantor’s Guarantee shall be terminated and be of no further force or effect, upon the request of the Company (without the consent of the Trustee) if, immediately after giving effect to such release and termination (and, if applicable, any transaction in connection therewith, including any other concurrent release, termination, repayment or discharge of any other guarantee or other Debt of the Guarantor), the Company would be in compliance with Section 504 hereof, including in the event of a sale or other disposition as a result of which the Guarantor would cease to be a Subsidiary. (b) In order to effect the release and termination provided for in Section 702(a), the Company shall furnish to the Trustee an Officers’ Certificate stating that, immediately after giving effect to such release and termination (as well as any concurrent release, termination, repayment or discharge of any other guarantee or other Debt of the Guarantor), the Company will be in compliance with Section 504 hereof. In the event that the release and termination is in connection with a sale or other disposition as a result of which the Guarantor would cease to be a Subsidiary, pro forma effect shall be given to such disposition (including the application of any proceeds therefrom) in determining the Company’s compliance with Section 504 and, accordingly, the amount of Debt subject to the Guarantee of the Guarantor and any other Debt of the Guarantor shall be excluded from any calculation thereunder. Notwithstanding any provision to the contrary in the Indenture or this Supplemental Indenture, no opinion, report or certificate, other than the Officers’ Certificate provided for in this Section 702(b), need be furnished to the Trustee for such release and termination. After its receipt of the aforementioned Officers’ Certificate, the Trustee shall execute any documents reasonably requested by either the Company or the Guarantor in order to evidence the release of the Guarantor from its obligations under the Guarantee under this Article Seven. (c) No supplemental indenture, amendment or waiver shall, without the consent of the Holder of each Outstanding Note, release the Guarantor from any of its obligations under Section 701, other than in accordance with the provisions of this Section 702 or the other release provisions set forth in the Indenture, or amend or modify the release provisions of this Section 702. (d) Notwithstanding the release provisions of Section 702(a), the Guarantor shall not be released from its obligations under this Article Seven and the Guarantee will not be terminated if, immediately after such release and termination (and, if applicable, after giving effect to any transaction to occur concurrently therewith), the Guarantor remains a ~~co-obligor~~ co−obligor with or a guarantor for, as applicable, the obligations of the Company under any Existing Note~~. SECTION 703. AMALGAMATION, CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE~~. (a) Unless the Guarantor has been released, or in connection with such transaction will be released, from its obligations under the Guarantee in accordance with the provisions of Section 702 hereof or any other release provision set forth in the Indenture, the Guarantor shall not amalgamate or consolidate with or merge with or into any other Person or convey, transfer, lease or otherwise dispose of its properties and assets substantially as an entirety to any Person by liquidation, winding-up or otherwise (in one transaction or a series of related transactions) unless: (i) immediately after giving effect to such transaction (and treating any Debt which becomes an obligation of the Guarantor or a Subsidiary of the Guarantor in connection with or as a result of such transaction as having been incurred at the time of such transaction), no Default or Event of Default shall have occurred and be continuing; (ii) either (x) the Guarantor shall be the continuing Person or (y) the Person (if other than the Guarantor) formed by such amalgamation or consolidation or into which the Guarantor is merged or the Person which acquires by conveyance, transfer, lease or other disposition the properties and assets of the Guarantor substantially as an entirety (the “Successor Guarantor”) shall, unless the Successor Guarantor is the Company, (A) be a corporation, company, partnership or trust organized and validly existing under the federal laws of Canada or any Province thereof or the laws of the United States of America or any State thereof or the District of Columbia and (B) expressly assume, by an indenture supplemental hereto, executed and delivered to the Trustee, in form satisfactory to the Trustee, all of the obligations of the Guarantor under the Guarantee (provided, however, that the Successor Guarantor shall not be required to execute and deliver such a supplemental indenture in the event of an amalgamation of the Guarantor with one or more other Persons, in which the amalgamation is governed by the laws of Canada or any province thereof, the Successor Guarantor and the Guarantor are, immediately prior to such amalgamation, organized and existing under the laws of Canada or any province thereof and upon the effectiveness of such amalgamation, the Successor Guarantor shall have become or shall continue to be (as the case may be), by operation of law, liable for the observance of all obligations of the Guarantor under the Guarantee); and (iii) the Guarantor, the Company or the Successor Guarantor, as applicable, shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such amalgamation, consolidation, merger, conveyance, transfer, lease or other disposition and, if a supplemental indenture is required in connection with such transaction (or series of transactions), such supplemental indenture, comply with this Section 703(a) and that all conditions precedent herein provided for relating to such transaction have been satisfied. (b) Upon any amalgamation, consolidation or merger, or any conveyance, transfer, lease or other disposition of the properties and assets of the Guarantor substantially as an entirety in accordance with Section 703(a), the Successor Guarantor shall succeed to, and be substituted for, and may exercise every right and power of, the Guarantor under this Supplemental Indenture and the Indenture with the same effect as if such Successor Guarantor had been named as the Guarantor herein; and thereafter, except in the case of a lease, the Guarantor shall be released and relieved from all of its obligations under this Article Seven, and the Guarantee shall be terminated and be of no further force or effect.

Appears in 4 contracts

Samples: Supplemental Indenture (Rogers Communications Inc), Tenth Supplemental Indenture (Rogers Communications Inc), Ninth Supplemental Indenture (Rogers Communications Inc)

Release of Guarantor. ~~(a) In addition to the release provisions set forth in the Indenture, subject to Section 702(d), the~~ The Guarantor shall be released ~~and relieved~~ from all of its obligations under ~~this Article Seven, and~~ the Guarantee ~~shall be terminated~~ and be under this Indenture if: (i) the Company or the Guarantor has transferred all or substantially all of ~~no further force~~ its properties and assets to any Person (whether by sale, merger or ~~effect~~consolidation or otherwise), ~~upon~~ or has merged into or consolidated with another Person, pursuant to a transaction in compliance with this Indenture; (ii) the ~~request~~ corporation to whom all or substantially all of the properties and assets of the Company ~~(without~~ or the ~~consent~~ Guarantor are transferred, or whom the Company or the Guarantor has merged into or consolidated with, has expressly assumed, by an indenture supplemental hereto, executed and delivered to the Trustee, in form satisfactory to the Trustee, all the obligations of the ~~Trustee~~Guarantor under the Guarantees and this Indenture; (iii) ~~if,~~ immediately before and immediately after giving effect to such release and termination (and, if applicable, any transaction in connection therewith, including any other concurrent release, termination, repayment or discharge of any other guarantee or other Debt of the Guarantor), the Company would be in compliance with Section 504 hereof, including in the event of a sale or other disposition as a result of which the Guarantor would cease to be a Subsidiary. (b) In order to effect the release and termination provided for in Section 702(a), the Company shall furnish to the Trustee an Officers’ Certificate stating that, immediately after giving effect to such release and termination (as well as any concurrent release, termination, repayment or discharge of any other guarantee or other Debt of the Guarantor), the Company will be in compliance with Section 504 hereof. In the event that the release and termination is in connection with a sale or other disposition as a result of which the Guarantor would cease to be a Subsidiary, pro forma effect shall be given to such disposition (including the application of any proceeds therefrom) in determining the Company’s compliance with Section 504 and, accordingly, the amount of Debt subject to the Guarantee and any other Debt of the Guarantor shall be excluded from any calculation thereunder. Notwithstanding any provision to the contrary in the Indenture or this Supplemental Indenturetransaction, no ~~opinion~~Event of Default, ~~report~~ and no event or certificate, other than the Officers’ Certificate provided for in this Section 702(b), need be furnished to the Trustee for such release and termination. After its receipt of the aforementioned Officers’ Certificate, the Trustee shall execute any documents reasonably requested by either the Company or the Guarantor in order to evidence the release of the Guarantor from its obligations under the Guarantee under this Article Seven. (c) No supplemental indenture, amendment or waiver shall, without the consent of the Holder of each Outstanding Note, release the Guarantor from any of its obligations under Section 701, other than in accordance with the provisions of this Section 702 or the other release provisions set forth in the Indenture, or amend or modify the release provisions of this Section 702. (d) Notwithstanding the release provisions of Section 702(a), the Guarantor shall not be released from its obligations under this Article Seven and the Guarantee will not be terminated if, immediately after such release and termination (and, if applicablecondition which, after ~~giving effect to any transaction to occur concurrently therewith)~~notice or lapse of time or both, the Guarantor remains a co-obligor with or a guarantor for, as applicable, the obligations of the Company under any Existing Note. SECTION 703. AMALGAMATION, CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE. (a) Unless the Guarantor has been released, or in connection with such transaction will be released, from its obligations under the Guarantee in accordance with the provisions of Section 702 hereof or any other release provision set forth in the Indenture, the Guarantor shall not amalgamate or consolidate with or merge with or into any other Person or convey, transfer, lease or otherwise dispose of its properties and assets substantially as would become an entirety to any Person by liquidation, winding-up or otherwise (in one transaction or a series of related transactions) unless: (i) immediately after giving effect to such transaction (and treating any Debt which becomes an obligation of the Guarantor or a Subsidiary of the Guarantor in connection with or as a result of such transaction as having been incurred at the time of such transaction), no Default or Event of ~~Default~~ Default, shall have occurred and be continuing;; and (~~ii) either (x~~iv) the Guarantor ~~shall be~~ has delivered to the ~~continuing Person~~ Trustee an Officers' Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indenture comply with this Section 1203 and that all conditions precedent herein provided for relating to such transaction have been complied with; or (yb) the ~~Person~~ Guarantor liquidates (if other than pursuant to any Bankruptcy Law) and complies, if applicable, with the ~~Guarantor) formed by such amalgamation~~ provisions of this Indenture; provided that if a Person and its Affiliates, if any, shall acquire all or ~~consolidation or into which~~ substantially all of the ~~Guarantor is merged or the Person which acquires by conveyance, transfer, lease or other disposition the properties and~~ assets of the Guarantor ~~substantially as an entirety~~ upon such liquidation the Guarantor shall liquidate only if: (i) the ~~“Successor Guarantor”) shall, unless the Successor Guarantor is the Company,~~ Person and each such Affiliate (~~A) be a corporation, company, partnership or trust organized and validly existing under the federal laws of Canada or any Province thereof~~ or the ~~laws~~ common corporate parent of such Person and its Affiliates, if such Person and its Affiliates are wholly owned by such parent) which acquire or will acquire all or a portion of the ~~United States~~ assets of ~~America or any State thereof or~~ the ~~District of Columbia and (B)~~ Guarantor shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Trustee, in form satisfactory to the Trustee, all of the obligations of the ~~Guarantor~~ Guarantor, under the ~~Guarantee (provided, however, that the Successor Guarantor shall not be required to execute~~ Guarantees and ~~deliver~~ this Indenture and such ~~a supplemental indenture in the event of an amalgamation of the Guarantor with one or more other Persons, in which the amalgamation is governed by the laws of Canada~~ Person or any ~~province thereof, the Successor Guarantor and the Guarantor are, immediately prior to~~ of such ~~amalgamation,~~ Affiliates (or such parent) shall be a corporation organized and existing under the laws of ~~Canada~~ the United States or any ~~province~~ State thereof or the District of Columbia; (ii) immediately after giving effect to such transaction, no Event of Default, and ~~upon the effectiveness~~ no event or condition which, after notice or lapse of ~~such amalgamation~~time or both, ~~the Successor Guarantor~~ would become an Event of Default, shall have ~~become or shall continue to~~ occurred and be ~~(as the case may be), by operation of law, liable for the observance of all obligations of the Guarantor under the Guarantee)~~continuing; and (iii) the ~~Guarantor, the Company or the Successor Guarantor, as applicable, shall have~~ Guarantor has delivered to the Trustee an Officers’ ' Certificate and an Opinion of Counsel, each stating that such ~~amalgamation, consolidation, merger, conveyance, transfer, lease or other disposition and, if a~~ liquidation and such supplemental indenture ~~is required in connection with such transaction (or series of transactions), such supplemental indenture,~~ comply with this Section ~~703(a)~~ 1203 and that all conditions precedent herein provided for relating to such transaction have been ~~satisfied.~~complied with; or (bc) ~~Upon~~ the Company ceases for any ~~amalgamation, consolidation or merger, or any conveyance, transfer, lease or other disposition of the properties and assets~~ reason to be a "wholly owned subsidiary" of the Guarantor ~~substantially~~ (as ~~an entirety~~ such term is defined in ~~accordance with Section 703(a~~Rule 1-02(z) of the Regulation S-X promulgated by the Commission). Upon any assumption of the Guarantee by any Person pursuant to this Section, ~~the Successor Guarantor shall succeed to, and be substituted for, and~~ such Person may exercise every right and power ~~of,~~ of the Guarantor under this ~~Supplemental Indenture and the~~ Indenture with the same effect as if such ~~Successor Guarantor~~ successor corporation had been named as the Guarantor herein~~; and thereafter, except in the case of a lease, the Guarantor shall be released and relieved from all of its obligations under this Article Seven~~, and all the ~~Guarantee~~ obligations of the Guarantor, hereunder and under the Guarantees and the Indenture shall ~~be terminated and be of no further force or effect~~terminate.

Appears in 4 contracts

Samples: Indenture (Harrahs Operating Co Inc), Indenture (Harrahs Operating Co Inc), Indenture (Harrahs Operating Co Inc)

Release of Guarantor. (a) ~~In addition to~~ The Guarantor shall, upon the ~~release provisions set forth in~~ occurrence of any of the ~~Indenture~~following events, be automatically and unconditionally released and discharged from the Guaranty and, subject to Section ~~702(d~~9.08(c), all of its other obligations under this Agreement, and shall cease to have any rights hereunder and shall automatically cease to be a party hereto, in each case, without any action required on the part of the Designated Agent, any Lender or any other Guaranty Beneficiary: (i) upon written notice to the Designated Agent, at such time as (A) the Guarantor is not (x) a borrower under the 2018 Credit Agreement or an issuer of any debt securities or (y) a guarantor under the 2018 Credit Agreement or debt securities of the Borrower (or, in each case under this clause (i), the Guarantor ~~shall be~~ is released ~~and relieved~~ or discharged from all ~~of its obligations under this Article Seven,~~ such indebtedness substantially concurrently with the release and ~~the Guarantee shall be terminated and be of no further force or effect, upon the request~~ discharge of the ~~Company~~ Guaranty), or (B) the aggregate principal amount of indebtedness for borrowed money (without ~~the consent~~ duplication) issued or borrowed by all Subsidiaries of the ~~Trustee~~Borrower (collectively) if(other than any indebtedness for borrowed money represented by the Guaranty or guarantees of third party indebtedness) constitutes (or, immediately after giving effect to such release and termination (and, if applicable, any transaction in connection therewith, including any other concurrent release, termination, repayment or discharge of any other guarantee or other Debt of the Guarantor), the Company would be in compliance with Section 504 hereof, including in the event of a sale or other disposition as a result of ~~which~~ any event or circumstance occurring or arising substantially concurrently therewith, will constitute) no more than 10.0% of the aggregate principal amount of indebtedness for borrowed money of the Borrower and its Subsidiaries (other than any indebtedness for borrowed money represented by guarantees of third party indebtedness), on a consolidated basis, as of such time; or (ii) upon the sale, transfer or disposition (including by way of consolidation or merger) of all or substantially all of the equity interests or assets of the Guarantor ~~would cease~~ to ~~be a Subsidiary~~another Person (other than to the Borrower or any of its subsidiaries). (b) ~~In order~~ From and after the Guaranty Release Date, any reference to ~~effect~~ “any Loan Party”, “each Loan Party” or “the ~~release and termination provided for in Section 702(a)~~Loan Parties”, ~~the Company~~ or references of similar import, shall ~~furnish~~ be deemed to refer solely to the Trustee an Officers’ Certificate stating that, immediately after giving effect to such release and termination (as well as any concurrent release, termination, repayment or discharge of any other guarantee or other Debt of the Guarantor), the Company will be in compliance with Section 504 hereof. In the event that the release and termination is in connection with a sale or other disposition as a result of which the Guarantor would cease to be a Subsidiary, pro forma effect shall be given to such disposition (including the application of any proceeds therefrom) in determining the Company’s compliance with Section 504 and, accordingly, the amount of Debt subject to the Guarantee and any other Debt of the Guarantor shall be excluded from any calculation thereunder. Notwithstanding any provision to the contrary in the Indenture or this Supplemental Indenture, no opinion, report or certificate, other than the Officers’ Certificate provided for in this Section 702(b), need be furnished to the Trustee for such release and termination. After its receipt of the aforementioned Officers’ Certificate, the Trustee shall execute any documents reasonably requested by either the Company or the Guarantor in order to evidence the release of the Guarantor from its obligations under the Guarantee under this Article SevenBorrower. (c) ~~No supplemental indenture, amendment or waiver shall, without~~ Notwithstanding the ~~consent~~ occurrence of the ~~Holder of each Outstanding Note, release~~ Guaranty Release Date or anything else to the ~~Guarantor from any of its obligations under Section 701, other than in accordance with the provisions of this Section 702 or the other release provisions~~ contrary set forth in ~~the Indenture, or amend or modify the release provisions of~~ this Section ~~702. (d) Notwithstanding the release provisions of Section 702(a)~~9.08, the Guarantor shall ~~not be released from~~ remain bound by its obligations under this Article Seven and the Guarantee will not be terminated if, immediately after such release and termination (and, if applicable, after giving effect to any transaction to occur concurrently therewith), the Guarantor remains a co-obligor with or a guarantor for, as applicable, the obligations of the Company under any Existing Note. SECTION 703. AMALGAMATION, CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE. (a) Unless the Guarantor has been released, or in connection with such transaction will be released, from its obligations under the Guarantee in accordance with the provisions of Section 702 hereof or any other release provision agreements set forth in ~~the Indenture, the Guarantor shall not amalgamate or consolidate with or merge with or into any other Person or convey, transfer, lease or otherwise dispose of its properties~~ Sections 8.09(b) and ~~assets substantially~~ 8.17 as an entirety to any Person by liquidation, winding-up or otherwise (in one transaction or a series of related transactions) unless: (i) immediately after giving effect to such transaction (and treating any Debt which becomes an obligation of the Guarantor or a Subsidiary of the Guarantor in connection with or as a result of such transaction as having been incurred at the time of such transaction), if no ~~Default or Event of Default~~ Guaranty Release Date shall have occurred and ~~be continuing; (ii) either (x)~~ the Guarantor shall be the continuing Person or (y) the Person (if other than the Guarantor) formed by such amalgamation or consolidation or into which the Guarantor is merged or the Person which acquires by conveyance, transfer, lease or other disposition the properties and assets of the Guarantor substantially as an entirety (the “Successor Guarantor”) shall, unless the Successor Guarantor is the Company, (A) continued to be a corporation, company, partnership or trust organized and validly existing under the federal laws of Canada or any Province thereof or the laws of the United States of America or any State thereof or the District of Columbia and (B) expressly assume, by an indenture supplemental party hereto, executed and delivered to the Trustee, in form satisfactory to the Trustee, all of the obligations of the Guarantor under the Guarantee (provided, however, that the Successor Guarantor shall not be required to execute and deliver such a supplemental indenture in the event of an amalgamation of the Guarantor with one or more other Persons, in which the amalgamation is governed by the laws of Canada or any province thereof, the Successor Guarantor and the Guarantor are, immediately prior to such amalgamation, organized and existing under the laws of Canada or any province thereof and upon the effectiveness of such amalgamation, the Successor Guarantor shall have become or shall continue to be (as the case may be), by operation of law, liable for the observance of all obligations of the Guarantor under the Guarantee); and (iii) the Guarantor, the Company or the Successor Guarantor, as applicable, shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such amalgamation, consolidation, merger, conveyance, transfer, lease or other disposition and, if a supplemental indenture is required in connection with such transaction (or series of transactions), such supplemental indenture, comply with this Section 703(a) and that all conditions precedent herein provided for relating to such transaction have been satisfied. (b) Upon any amalgamation, consolidation or merger, or any conveyance, transfer, lease or other disposition of the properties and assets of the Guarantor substantially as an entirety in accordance with Section 703(a), the Successor Guarantor shall succeed to, and be substituted for, and may exercise every right and power of, the Guarantor under this Supplemental Indenture and the Indenture with the same effect as if such Successor Guarantor had been named as the Guarantor herein; and thereafter, except in the case of a lease, the Guarantor shall be released and relieved from all of its obligations under this Article Seven, and the Guarantee shall be terminated and be of no further force or effect.

Appears in 4 contracts

Samples: 364 Day Credit Agreement (Walt Disney Co), 364 Day Credit Agreement (Walt Disney Co), Credit Agreement (Walt Disney Co)

Release of Guarantor. (a) ~~In addition~~ Any Guarantee by a Restricted Subsidiary pursuant to Section 4.16 shall be automatically and unconditionally released and discharged, without any further action required on the part of the Trustee or any Holder of the Notes, upon: (1) the unconditional release of such Restricted Subsidiary from its liability in respect of the Indebtedness in connection with which such Guarantee was executed and delivered pursuant to Section 4.16; (2) the legal defeasance of the Notes as described under Sections 8.2 and 8.3; (3) (A) the merger of any Guarantor into the Company, (B) the dissolution of any Guarantor into the Company or (C) the transfer of all or substantially all of the assets of any Guarantor to the ~~release provisions set forth in~~ Company; or (4) the ~~Indenture, subject to Section 702(d), the Guarantor shall be released and relieved from~~ sale or other disposition of all or substantially all of ~~its obligations under~~ the assets of, or the sale of all of the capital stock of, or other disposition (by merger or otherwise) to any Person which is not a Restricted Subsidiary of the Company of all of the Company’s Capital Stock in, or all or substantially all of the assets of, such Restricted Subsidiary; provided that (A) such sale or disposition of such Capital Stock or assets is otherwise in compliance with the terms of this Indenture and (B) such assumption, guarantee or other liability of such Restricted Subsidiary has been released by the holders of the other Indebtedness so guaranteed. (b) The Trustee shall deliver an appropriate instrument 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 10.4. Any Guarantor not so released shall remain liable for the full amount of principal of and interest on the Notes as provided in this Article ~~Seven, and the Guarantee~~ X. (c) All Guarantees shall ~~be terminated and~~ be of no further force ~~or effect,~~ and effect upon the request of the Company (without the consent of the Trustee) if, immediately after giving effect to such release and termination (and, if applicable, any transaction in connection therewith, including any other concurrent release, termination, repayment or discharge of any other guarantee or other Debt of the Guarantor), the Company would be in compliance with Section 504 hereof, including in the event occurrence of a ~~sale~~ Legal Defeasance or ~~other disposition as~~ a ~~result of which the Guarantor would cease~~ Covenant Defeasance pursuant to ~~be a Subsidiary. (b) In order to effect the release and termination provided for in~~ Section ~~702(a)~~8.2 or 8.3, the Company shall furnish to the Trustee an Officers’ Certificate stating that, immediately after giving effect to such release and termination (as well as any concurrent release, termination, repayment or discharge of any other guarantee or other Debt of the Guarantor), the Company will be in compliance with Section 504 hereof. In the event that the release and termination is in connection with a sale or other disposition as a result of which the Guarantor would cease to be a Subsidiary, pro forma effect shall be given to such disposition (including the application of any proceeds therefrom) in determining the Company’s compliance with Section 504 and, accordingly, the amount of Debt subject to ~~the Guarantee and any other Debt of the Guarantor shall be excluded from any calculation thereunder. Notwithstanding any provision~~ reinstatement pursuant to ~~the contrary in the Indenture or this Supplemental Indenture, no opinion, report or certificate, other than the Officers’ Certificate provided for in this~~ Section 702(b), need be furnished to the Trustee for such release and termination. After its receipt of the aforementioned Officers’ Certificate, the Trustee shall execute any documents reasonably requested by either the Company or the Guarantor in order to evidence the release of the Guarantor from its obligations 8.7 under the ~~Guarantee under this Article Seven~~circumstances described therein. (c) No supplemental indenture, amendment or waiver shall, without the consent of the Holder of each Outstanding Note, release the Guarantor from any of its obligations under Section 701, other than in accordance with the provisions of this Section 702 or the other release provisions set forth in the Indenture, or amend or modify the release provisions of this Section 702. (d) Notwithstanding the release provisions of Section 702(a), the Guarantor shall not be released from its obligations under this Article Seven and the Guarantee will not be terminated if, immediately after such release and termination (and, if applicable, after giving effect to any transaction to occur concurrently therewith), the Guarantor remains a co-obligor with or a guarantor for, as applicable, the obligations of the Company under any Existing Note. SECTION 703. AMALGAMATION, CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE. (a) Unless the Guarantor has been released, or in connection with such transaction will be released, from its obligations under the Guarantee in accordance with the provisions of Section 702 hereof or any other release provision set forth in the Indenture, the Guarantor shall not amalgamate or consolidate with or merge with or into any other Person or convey, transfer, lease or otherwise dispose of its properties and assets substantially as an entirety to any Person by liquidation, winding-up or otherwise (in one transaction or a series of related transactions) unless: (i) immediately after giving effect to such transaction (and treating any Debt which becomes an obligation of the Guarantor or a Subsidiary of the Guarantor in connection with or as a result of such transaction as having been incurred at the time of such transaction), no Default or Event of Default shall have occurred and be continuing; (ii) either (x) the Guarantor shall be the continuing Person or (y) the Person (if other than the Guarantor) formed by such amalgamation or consolidation or into which the Guarantor is merged or the Person which acquires by conveyance, transfer, lease or other disposition the properties and assets of the Guarantor substantially as an entirety (the “Successor Guarantor”) shall, unless the Successor Guarantor is the Company, (A) be a corporation, company, partnership or trust organized and validly existing under the federal laws of Canada or any Province thereof or the laws of the United States of America or any State thereof or the District of Columbia and (B) expressly assume, by an indenture supplemental hereto, executed and delivered to the Trustee, in form satisfactory to the Trustee, all of the obligations of the Guarantor under the Guarantee (provided, however, that the Successor Guarantor shall not be required to execute and deliver such a supplemental indenture in the event of an amalgamation of the Guarantor with one or more other Persons, in which the amalgamation is governed by the laws of Canada or any province thereof, the Successor Guarantor and the Guarantor are, immediately prior to such amalgamation, organized and existing under the laws of Canada or any province thereof and upon the effectiveness of such amalgamation, the Successor Guarantor shall have become or shall continue to be (as the case may be), by operation of law, liable for the observance of all obligations of the Guarantor under the Guarantee); and (iii) the Guarantor, the Company or the Successor Guarantor, as applicable, shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such amalgamation, consolidation, merger, conveyance, transfer, lease or other disposition and, if a supplemental indenture is required in connection with such transaction (or series of transactions), such supplemental indenture, comply with this Section 703(a) and that all conditions precedent herein provided for relating to such transaction have been satisfied. (b) Upon any amalgamation, consolidation or merger, or any conveyance, transfer, lease or other disposition of the properties and assets of the Guarantor substantially as an entirety in accordance with Section 703(a), the Successor Guarantor shall succeed to, and be substituted for, and may exercise every right and power of, the Guarantor under this Supplemental Indenture and the Indenture with the same effect as if such Successor Guarantor had been named as the Guarantor herein; and thereafter, except in the case of a lease, the Guarantor shall be released and relieved from all of its obligations under this Article Seven, and the Guarantee shall be terminated and be of no further force or effect.

Appears in 3 contracts

Samples: Indenture (Mobile Mini Inc), Indenture (Mobile Mini Inc), Indenture (Mobile Mini Inc)

Release of Guarantor. (a) ~~In addition to the release provisions set forth in the Indenture, subject to Section 702(d), the~~ A Guarantor shall be deemed automatically and unconditionally released and ~~relieved~~ discharged from all of its obligations under ~~this Article Seven, and~~ its Note Guarantee without any further action on the ~~Guarantee shall be terminated and be of no further force or effect, upon the request~~ part of the Company (without the consent of the Trustee) if, immediately after giving effect to such release and termination (and, if applicable, any transaction in connection therewith, including any other concurrent release, termination, repayment or discharge of any other guarantee or other Debt of the Guarantor), the Company would be in compliance with Section 504 hereof, including in the event of a sale or other disposition as a result of which the Guarantor would cease to be a Subsidiary. (b) In order to effect the release and termination provided for in Section 702(a), the Company shall furnish to the Trustee an Officers’ Certificate stating that, immediately after giving effect to such release and termination (as well as any concurrent release, termination, repayment or discharge of any other guarantee or other Debt of the Guarantor), the Company will be in compliance with Section 504 hereof. In the event that the release and termination is in connection with a sale or other disposition as a result of which the Guarantor would cease to be a Subsidiary, pro forma effect shall be given to such disposition (including the application of any proceeds therefrom) in determining the Company’s compliance with Section 504 and, accordingly, the amount of Debt subject to the Guarantee and any other Debt of the Guarantor shall be excluded from any calculation thereunder. Notwithstanding any provision to the contrary in the Indenture or this Supplemental Indenture, no opinion, report or certificate, other than the Officers’ Certificate provided for in this Section 702(b), need be furnished to the Trustee for such release and termination. After its receipt of the aforementioned Officers’ Certificate, the Trustee shall execute any documents reasonably requested by either the Company or the Guarantor in order to evidence the release of the Guarantor from its obligations under the Guarantee under this Article Seven. (c) No supplemental indenture, amendment or waiver shall, without the consent of the Holder of each Outstanding Note, release the Guarantor from any of its obligations under Section 701, other than in accordance with the provisions of this Section 702 or the other release provisions set forth in the Indenture, or amend or modify the release provisions of this Section 702. (d) Notwithstanding the release provisions of Section 702(a), the Guarantor shall not be released from its obligations under this Article Seven and the Guarantee will not be terminated if, immediately after such release and termination (and, if applicable, after giving effect to any transaction to occur concurrently therewith), the Guarantor remains a co-obligor with or a guarantor for, as applicable, the obligations of the Company under any Existing Note. SECTION 703. AMALGAMATION, CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE. (a) Unless the Guarantor has been released, or in connection with such transaction will be released, from its obligations under the Guarantee in accordance with the provisions of Section 702 hereof or any other release provision set forth in the Indenture, the Guarantor shall not amalgamate or consolidate with or merge with or into any other Person or convey, transfer, lease or otherwise dispose of its properties and assets substantially as an entirety to any Person by liquidation, winding-up or otherwise (in one transaction or a series of related transactions) unlessHolder; if: (i) ~~immediately after giving effect~~ the Guarantor has sold all or substantially all of its assets to ~~such transaction (~~any Person that is not an Affiliate of the Company or the Issuers and ~~treating any Debt which becomes an obligation~~ each of their Restricted Subsidiaries have sold or otherwise transferred, by way of merger, consolidation or otherwise, all of the Capital Interests of the Guarantor or owned by them to a ~~Subsidiary~~ Person that is not an Affiliate of the ~~Guarantor~~ Company, in ~~connection~~ each case in a transaction in compliance with ~~or as a result~~ Sections 4.9 and 5.1 hereof to the extent applicable, provided that the Net Proceeds of such ~~transaction as having been incurred at the time of such transaction), no Default~~ sale or ~~Event of Default shall have occurred and be continuing;~~other disposition are applied in accordance with Section 4.9 hereof; or (ii) ~~either (x)~~ the Guarantor ~~shall be the continuing Person or (y) the Person (if other than the Guarantor) formed by such amalgamation or consolidation~~ merges with or into ~~which the Guarantor is merged~~ or ~~the Person which acquires by conveyance~~consolidates with, ~~transfer, lease~~ or ~~other disposition the properties and assets of the Guarantor~~ transfers all or substantially as an entirety (the “Successor Guarantor”) shall, unless the Successor Guarantor is the Company, (A) be a corporation, company, partnership or trust organized and validly existing under the federal laws of Canada or any Province thereof or the laws of the United States of America or any State thereof or the District of Columbia and (B) expressly assume, by an indenture supplemental hereto, executed and delivered to the Trustee, in form satisfactory to the Trustee, all of ~~the obligations of the~~ its assets to, an Issuer or another Guarantor ~~under the Guarantee (provided, however, that the Successor Guarantor shall not be required to execute~~ in a transaction in compliance with Section 5.1 hereof; and ~~deliver~~ in each such ~~a supplemental indenture in the event of an amalgamation of the Guarantor with one or more other Persons, in which the amalgamation is governed by the laws of Canada or any province thereof~~case, the Successor Guarantor and the Guarantor are, immediately prior to such amalgamation, organized and existing under the laws of Canada or any province thereof and upon the effectiveness of such amalgamation, the Successor Guarantor shall have become or shall continue to be (as the case may be), by operation of law, liable for the observance of all obligations of the Guarantor under the Guarantee); and (iii) the Guarantor, the Company or the Successor Guarantor, as applicable, shall Issuers have delivered to the Trustee an Officers’ ' Certificate and an Opinion of Counsel, each stating that such amalgamation, consolidation, merger, conveyance, transfer, lease or other disposition and, if a supplemental indenture is required in connection with such transaction (or series of transactions), such supplemental indenture, comply with this Section 703(a) and that all conditions precedent herein provided for relating to such ~~transaction~~ transactions and the release of such Guarantor have been ~~satisfied~~complied with. The Trustee shall execute and deliver an appropriate instrument or instruments evidencing such release upon receipt of a Company Request. (b) ~~Upon any amalgamation, consolidation or merger, or any conveyance, transfer, lease or~~ A Guarantor that is a Restricted Subsidiary (other disposition of the properties and assets of the Guarantor substantially as an entirety in accordance with Section 703(a), the Successor Guarantor shall succeed to, and be substituted for, and may exercise every right and power of, the Guarantor under this Supplemental Indenture and the Indenture with the same effect as if such Successor Guarantor had been named as the Guarantor herein; and thereafter, except in the case of than a ~~lease, the Guarantor~~ Significant Subsidiary) shall be deemed automatically and unconditionally released and ~~relieved~~ discharged from all of its obligations under ~~this Article Seven~~its Guarantee, ~~and~~ without any further action on the part of the Trustee or any Holder, upon the release or discharge of the Guarantee ~~shall be terminated and be~~ which resulted in the creation of ~~no further force~~ such Restricted Subsidiary's Guarantee of the Notes, except a discharge or ~~effect~~release by, or as a result of, payment under such Guarantee.

Appears in 3 contracts

Samples: Indenture (Petro Stopping Centers Holdings Lp), Indenture (Petro Stopping Centers L P), Indenture (Petro Financial Corp)

Release of Guarantor. ~~(a) In addition to the release provisions set forth in the Indenture, subject to Section 702(d), the~~ A Guarantor shall be released ~~and relieved~~ from all of its obligations under ~~this Article Seven,~~ its Guarantee if: (A) all of the assets of such Guarantor have been sold or otherwise disposed of in a transaction in compliance with the terms of the Indenture (including Sections 3.06 and 3.07); (B) all of the Equity Interests held by the Company and the ~~Guarantee shall~~ Restricted Subsidiaries of such Guarantor have been sold or otherwise disposed of in a transaction in compliance with the terms of the Indenture (including Sections 3.06 and 3.07); (C) any Guarantor merges with and into the Company or another Guarantor, with the Company or such other Guarantor surviving such merger; (D) any Guarantor is designated as an Unrestricted Subsidiary, in accordance with the Indenture or otherwise ceases to be ~~terminated and be~~ a Restricted Subsidiary (including by way of ~~no further force~~ liquidation or ~~effect, upon the request~~ dissolution) in a transaction permitted by this Indenture, (E) any Guarantor ceases to guarantee any Indebtedness of the Company ~~(without the consent of the Trustee) if, immediately after giving effect~~ or any other Guarantor which gave rise to such ~~release and termination (and~~Guarantor guaranteeing the Notes, if applicable, any transaction in connection therewith, including any other concurrent release, termination, repayment or discharge of any other guarantee or other Debt of the Guarantor), the Company would be in compliance with Section 504 hereof, including in the event of a sale or other disposition except as a result of ~~which the Guarantor would cease to be~~ a ~~Subsidiary. (b) In order to effect the~~ discharge or release and termination provided for in Section 702(a), the Company shall furnish to the Trustee an Officers’ Certificate stating that, immediately after giving effect to such release and termination (as well as any concurrent release, termination, repayment or discharge of any other guarantee or other Debt of the Guarantor), the Company will be in compliance with Section 504 hereof. In the event that the release and termination is in connection with a sale or other disposition as a result of which the Guarantor would cease to be a Subsidiary, pro forma effect shall be given to such disposition (including the application of any proceeds therefrom) in determining the Company’s compliance with Section 504 and, accordingly, the amount of Debt subject to the Guarantee and any other Debt of the Guarantor shall be excluded from any calculation thereunder. Notwithstanding any provision to the contrary in the Indenture or this Supplemental Indenture, no opinion, report or certificate, other than the Officers’ Certificate provided for in this Section 702(b), need be furnished to the Trustee for such release and termination. After its receipt of the aforementioned Officers’ Certificate, the Trustee shall execute any documents reasonably requested by either the Company or the Guarantor in order to evidence the release of the Guarantor from its obligations under the Guarantee under this Article Seven. (c) No supplemental indenture, amendment or waiver shall, without the consent of the Holder of each Outstanding Note, release the Guarantor from any of its obligations under Section 701, other than in accordance with the provisions of this Section 702 or the other release provisions set forth in the Indenture, or amend or modify the release provisions of this Section 702. (d) Notwithstanding the release provisions of Section 702(a), the Guarantor shall not be released from its obligations under this Article Seven and the Guarantee will not be terminated if, immediately after such release and termination (and, if applicable, after giving effect to any transaction to occur concurrently therewith), the Guarantor remains a co-obligor with or a guarantor for, as applicable, the obligations of the Company under any Existing Note. SECTION 703. AMALGAMATION, CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE. (a) Unless the Guarantor has been released, or in connection with such transaction will be released, from its obligations under the Guarantee in accordance with the provisions of Section 702 hereof or any other release provision set forth in the Indenture, the Guarantor shall not amalgamate or consolidate with or merge with or into any other Person or convey, transfer, lease or otherwise dispose of its properties and assets substantially as an entirety to any Person by liquidation, winding-up or otherwise (in one transaction or a series of related transactions) unless: (i) immediately after giving effect to such transaction (and treating any Debt which becomes an obligation of the Guarantor or a Subsidiary of the Guarantor in connection with or as a result of payment under such ~~transaction as having been incurred at the time~~ guarantee of such ~~transaction), no Default or Event of Default shall have occurred and be continuing;~~Indebtedness, (~~ii) either (x~~F) the ~~Guarantor shall be the continuing Person or (y~~Company exercises its Legal Defeasance option in accordance with Section 8.01(b) the Person (if other than the Guarantor) formed by such amalgamation or consolidation or into which the Guarantor is merged or the Person which acquires by conveyance, transfer, lease or other disposition the properties and assets of the ~~Guarantor substantially~~ Base Indenture or Covenant Defeasance option in accordance with Section 8.01(c) of the Base Indenture, in each case as ~~an entirety~~ supplemented by this Supplemental Indenture; or (~~the “Successor Guarantor”~~G) ~~shall, unless the Successor Guarantor is the Company, (A) be a corporation, company, partnership or trust organized and validly existing~~ all obligations under the ~~federal laws of Canada or any Province thereof or the laws~~ Indenture are discharged in accordance with Section 8.01(e) of the ~~United States of America or any State thereof or the District of Columbia~~ Base Indenture; and ~~(B) expressly assume, by an indenture supplemental hereto, executed and delivered to the Trustee,~~ in ~~form satisfactory to the Trustee, all of the obligations of the Guarantor under the Guarantee (provided, however, that the Successor Guarantor shall not be required to execute and deliver~~ each such a supplemental indenture in the event of an amalgamation of the Guarantor with one or more other Persons, in which the amalgamation is governed by the laws of Canada or any province thereof, the Successor Guarantor and the Guarantor are, immediately prior to such amalgamation, organized and existing under the laws of Canada or any province thereof and upon the effectiveness of such amalgamation, the Successor Guarantor shall have become or shall continue to be (as the case may be), by operation of law, liable for the observance of all obligations of the Guarantor under the Guarantee); and (iii) the Guarantorcase, the Company ~~or the Successor Guarantor, as applicable, shall have~~ has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such amalgamation, consolidation, merger, conveyance, transfer, lease or other disposition and, if a supplemental indenture is required in connection with such transaction (or series of transactions), such supplemental indenture, comply with this Section 703(a) and that all conditions precedent herein provided for relating to such ~~transaction~~ transactions have been ~~satisfied. (b) Upon~~ complied with and that such release is authorized and permitted hereunder. The Trustee shall execute any ~~amalgamation, consolidation~~ documents reasonably requested in writing by the Company or ~~merger, or any conveyance, transfer, lease or other disposition~~ a Guarantor in order to evidence the release of ~~the properties and assets of the~~ such Guarantor substantially as an entirety in accordance with Section 703(a), the Successor Guarantor shall succeed to, and be substituted for, and may exercise every right and power of, the Guarantor under this Supplemental Indenture and the Indenture with the same effect as if such Successor Guarantor had been named as the Guarantor herein; and thereafter, except in the case of a lease, the Guarantor shall be released and relieved from ~~all of~~ its obligations under its Note Guarantee endorsed on the Notes and under this Article ~~Seven, and the Guarantee shall be terminated and be of no further force or effect~~Five.

Appears in 3 contracts

Samples: Fifth Supplemental Indenture (TRI Pointe Group, Inc.), Second Supplemental Indenture (TRI Pointe Group, Inc.), First Supplemental Indenture (TRI Pointe Group, Inc.)

Release of Guarantor. (a) ~~In addition to the release provisions set forth in the Indenture, subject to Section 702(d), the~~ The Guarantor shall be released from and relieved ~~from all~~ of its obligations under the Notes and this Indenture (1) upon defeasance in accordance with Section 1202 or (2) upon the payment in full of the Guaranteed Obligations, in each case, except for the Guarantor's obligations under the Guarantee relating to the following which shall survive until otherwise terminated or discharged hereunder: (A) the rights of Holders of Outstanding Notes to receive, solely from the trust fund described in Section 1204 and as more fully set forth in such Section, payments in respect of the principal of, premium, if any, and interest on such Notes when such payments are due, (B) the Guarantor's rights of redemption and obligations with respect to such Notes under Sections 304, 305, 1002, 1003 and 1008 and (C) the obligations of the Guarantor to the Trustee under Section 607, and this Article ~~Seven, and~~ Thirteen. Upon the ~~Guarantee shall be terminated and be of no further force or effect, upon the request of~~ delivery by the Company ~~(without~~ to the ~~consent~~ Trustee of ~~the Trustee) if, immediately after giving effect to such release and termination (~~an Officers' Certificate and, if ~~applicable~~requested by the Trustee, ~~any~~ an Opinion of Counsel to the effect that the transaction ~~in connection therewith, including any other concurrent release, termination, repayment or discharge~~ giving rise to the release of ~~any other guarantee or other Debt of the Guarantor),~~ such obligations was made by the Company ~~would be~~ in ~~compliance~~ accordance with ~~Section 504 hereof, including in~~ the ~~event~~ provisions of ~~a sale or other disposition as a result of which~~ this Indenture and the Guarantor would cease to be a Subsidiary. (b) In order to effect the release and termination provided for in Section 702(a), the Company shall furnish to the Trustee an Officers’ Certificate stating that, immediately after giving effect to such release and termination (as well as any concurrent release, termination, repayment or discharge of any other guarantee or other Debt of the Guarantor), the Company will be in compliance with Section 504 hereof. In the event that the release and termination is in connection with a sale or other disposition as a result of which the Guarantor would cease to be a Subsidiary, pro forma effect shall be given to such disposition (including the application of any proceeds therefrom) in determining the Company’s compliance with Section 504 and, accordingly, the amount of Debt subject to the Guarantee and any other Debt of the Guarantor shall be excluded from any calculation thereunder. Notwithstanding any provision to the contrary in the Indenture or this Supplemental Indenture, no opinion, report or certificate, other than the Officers’ Certificate provided for in this Section 702(b), need be furnished to the Trustee for such release and termination. After its receipt of the aforementioned Officers’ CertificateNotes, the Trustee shall execute any documents reasonably ~~requested by either the Company or the Guarantor~~ required in order to evidence the release of the Guarantor from its ~~obligations under the Guarantee under this Article Seven. (c) No supplemental indenture, amendment or waiver shall, without the consent~~ obligations. If any of the ~~Holder of each Outstanding Note, release~~ Guaranteed Obligations are revived and reinstated after the Guarantor from any of its obligations under Section 701, other than in accordance with the provisions of this Section 702 or the other release provisions set forth in the Indenture, or amend or modify the release provisions of this Section 702. (d) Notwithstanding the release provisions of Section 702(a), the Guarantor shall not be released from its obligations under this Article Seven and the Guarantee will not be terminated if, immediately after such release and termination ~~(and, if applicable, after giving effect to any transaction to occur concurrently therewith), the Guarantor remains a co-obligor with or a guarantor for, as applicable, the obligations~~ of the ~~Company under any Existing Note. SECTION 703. AMALGAMATION~~Guarantee, CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE. (a) Unless the Guarantor has been released, or in connection with such transaction will be released, from its obligations under the Guarantee in accordance with the provisions of Section 702 hereof or any other release provision set forth in the Indenture, the Guarantor shall not amalgamate or consolidate with or merge with or into any other Person or convey, transfer, lease or otherwise dispose of its properties and assets substantially as an entirety to any Person by liquidation, winding-up or otherwise (in one transaction or a series of related transactions) unless: (i) immediately after giving effect to such transaction (and treating any Debt which becomes an obligation of the Guarantor or a Subsidiary of the Guarantor in connection with or as a result of such transaction as having been incurred at the time of such transaction), no Default or Event of Default shall have occurred and be continuing; (ii) either (x) the Guarantor shall be the continuing Person or (y) the Person (if other than the Guarantor) formed by such amalgamation or consolidation or into which the Guarantor is merged or the Person which acquires by conveyance, transfer, lease or other disposition the properties and assets of the Guarantor substantially as an entirety (the “Successor Guarantor”) shall, unless the Successor Guarantor is the Company, (A) be a corporation, company, partnership or trust organized and validly existing under the federal laws of Canada or any Province thereof or the laws of the United States of America or any State thereof or the District of Columbia and (B) expressly assume, by an indenture supplemental hereto, executed and delivered to the Trustee, in form satisfactory to the Trustee, then all of the obligations of the Guarantor under the Guarantee shall be revived and reinstated as if the Guarantee had not been terminated until such time as the Guaranteed Obligations are paid in full, and the Guarantor shall execute any documents reasonably satisfactory to the Trustee evidencing such revival and reinstatement. (b) Upon the unconditional and full release in writing as provided herein of the Guarantor from all Indebtedness arising hereunder, the Guarantor shall be deemed released from all obligations under this Article; provided, however, that any such termination upon such sale or disposition shall occur if and only to the Successor Guarantor shall not be required to execute and deliver such a supplemental indenture in the event of an amalgamation of the Guarantor with one or more other Persons, in which the amalgamation is governed by the laws of Canada or any province thereof, the Successor Guarantor and the Guarantor are, immediately prior to such amalgamation, organized and existing under the laws of Canada or any province thereof and upon the effectiveness of such amalgamation, the Successor Guarantor shall have become or shall continue to be (as the case may be), by operation of law, liable for the observance of extent that all obligations of the Guarantor under ~~the Guarantee); and (iii) the Guarantor~~all of its guarantees of, and under all of its pledges of assets or other security interests which secure, Debt of the Company or ~~the Successor Guarantor, as applicable~~any Subsidiary, shall ~~have delivered~~ also terminate upon such sale or disposition. Upon the delivery by the Company to the Trustee of an Officers’ ' Certificate and an Opinion of ~~Counsel~~Counsel to the effect that the transaction giving rise to the release of such obligations was made in accordance with the provisions of this Indenture and the Notes, ~~each stating that such amalgamation, consolidation, merger, conveyance, transfer, lease or other disposition and, if a supplemental indenture is~~ the Trustee shall execute any documents reasonably required in ~~connection with such transaction (or series of transactions), such supplemental indenture, comply with this Section 703(a) and that all conditions precedent herein provided for relating~~ order to ~~such transaction have been satisfied. (b) Upon any amalgamation, consolidation or merger, or any conveyance, transfer, lease or other disposition of~~ evidence the ~~properties and assets~~ release of the Guarantor substantially as an entirety in accordance with Section 703(a), the Successor Guarantor shall succeed to, and be substituted for, and may exercise every right and power of, the Guarantor under this Supplemental Indenture and the Indenture with the same effect as if such Successor Guarantor had been named as the Guarantor herein; and thereafter, except in the case of a lease, the Guarantor shall be released and relieved from ~~all of~~ its ~~obligations under this Article Seven, and the Guarantee shall be terminated and be of no further force or effect~~obligations.

Appears in 3 contracts

Samples: Indenture (Tembec Industries Inc), Indenture (Tembec Industries Inc), Indenture (Tembec Industries Inc)

Release of Guarantor. ~~(a) In addition to the release provisions set forth in the Indenture, subject to Section 702(d), the~~ A Guarantor ~~shall~~ will be released from its Security Guarantee and ~~relieved from~~ all ~~of its~~ other obligations under this Article ~~Seven~~10 (other than any obligation that may have arisen under Section 10.08) and discharged: (1) upon any sale, assignment, transfer, conveyance, exchange or other disposition (by merger, consolidation or otherwise) of Equity Interests of such Guarantor after which the applicable Guarantor is no longer a Restricted Subsidiary, which sale, assignment, transfer, conveyance, exchange or other disposition does not constitute an Asset Sale or is made in compliance with Section 4.06(a); (2) upon any sale, assignment, transfer, conveyance, exchange or other disposition (by merger, consolidation or otherwise) of all or substantially all of the assets of such Guarantor to a Person, which sale, assignment, transfer, conveyance, exchange or other disposition does not constitute an Asset Sale or is made in compliance with Section 4.06(a); provided, that after such sale, assignment, transfer, conveyance, exchange or other disposition, such Guarantor is an Immaterial Subsidiary; (3) unless a Default has occurred and is continuing, upon the release or discharge of such Guarantor from its guarantee of any Indebtedness for borrowed money of the Issuer and the Guarantors so long as such Guarantor would not then otherwise be required to provide a Security Guarantee ~~shall~~ pursuant to this Indenture; provided that if such Guarantor has incurred any Indebtedness in reliance on its status as a Guarantor under Section 4.03, such Guarantor’s obligations under such Indebtedness, as the case may be, so incurred are satisfied in full and discharged or are otherwise permitted to be ~~terminated~~ incurred by a Restricted Subsidiary (other than a Guarantor) under Section 4.03; (4) upon the designation of such Guarantor as an Unrestricted Subsidiary in accordance with the terms of this Indenture; (5) if the Issuer exercises its legal defeasance option or covenant defeasance option, or if the obligations of the Issuer and ~~be of no further force or effect~~the Guarantors under this Indenture are discharged pursuant to Section 8.01, upon such exercise or discharge; or (6) in connection with the dissolution of such Guarantor under applicable law in accordance with this Indenture. At the request of the Company (without the consent of the Trustee) if, immediately after giving effect to such release and termination (and, if applicable, any transaction in connection therewith, including any other concurrent release, termination, repayment or discharge of any other guarantee or other Debt of the Guarantor), the Company would be in compliance with Section 504 hereof, including in the event of a sale or other disposition as a result of which the Guarantor would cease to be a Subsidiary. (b) In order to effect the release and termination provided for in Section 702(a), the Company shall furnish to the Trustee an Officers’ Certificate stating that, immediately after giving effect to such release and termination (as well as any concurrent release, termination, repayment or discharge of any other guarantee or other Debt of the Guarantor), the Company will be in compliance with Section 504 hereof. In the event that the release and termination is in connection with a sale or other disposition as a result of which the Guarantor would cease to be a Subsidiary, pro forma effect shall be given to such disposition (including the application of any proceeds therefrom) in determining the Company’s compliance with Section 504 and, accordingly, the amount of Debt subject to the Guarantee and any other Debt of the Guarantor shall be excluded from any calculation thereunder. Notwithstanding any provision to the contrary in the Indenture or this Supplemental Indenture, no opinion, report or certificate, other than the Officers’ Certificate provided for in this Section 702(b), need be furnished to the Trustee for such release and termination. After its receipt of the aforementioned Officers’ CertificateIssuer, the Trustee shall execute ~~any documents~~ and deliver such instrument reasonably requested by ~~either~~ the ~~Company or the Guarantor in order to evidence the release of the Guarantor from its obligations under the Guarantee under this Article Seven~~Issuer evidencing such release. (c) No supplemental indenture, amendment or waiver shall, without the consent of the Holder of each Outstanding Note, release the Guarantor from any of its obligations under Section 701, other than in accordance with the provisions of this Section 702 or the other release provisions set forth in the Indenture, or amend or modify the release provisions of this Section 702. (d) Notwithstanding the release provisions of Section 702(a), the Guarantor shall not be released from its obligations under this Article Seven and the Guarantee will not be terminated if, immediately after such release and termination (and, if applicable, after giving effect to any transaction to occur concurrently therewith), the Guarantor remains a co-obligor with or a guarantor for, as applicable, the obligations of the Company under any Existing Note. SECTION 703. AMALGAMATION, CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE. (a) Unless the Guarantor has been released, or in connection with such transaction will be released, from its obligations under the Guarantee in accordance with the provisions of Section 702 hereof or any other release provision set forth in the Indenture, the Guarantor shall not amalgamate or consolidate with or merge with or into any other Person or convey, transfer, lease or otherwise dispose of its properties and assets substantially as an entirety to any Person by liquidation, winding-up or otherwise (in one transaction or a series of related transactions) unless: (i) immediately after giving effect to such transaction (and treating any Debt which becomes an obligation of the Guarantor or a Subsidiary of the Guarantor in connection with or as a result of such transaction as having been incurred at the time of such transaction), no Default or Event of Default shall have occurred and be continuing; (ii) either (x) the Guarantor shall be the continuing Person or (y) the Person (if other than the Guarantor) formed by such amalgamation or consolidation or into which the Guarantor is merged or the Person which acquires by conveyance, transfer, lease or other disposition the properties and assets of the Guarantor substantially as an entirety (the “Successor Guarantor”) shall, unless the Successor Guarantor is the Company, (A) be a corporation, company, partnership or trust organized and validly existing under the federal laws of Canada or any Province thereof or the laws of the United States of America or any State thereof or the District of Columbia and (B) expressly assume, by an indenture supplemental hereto, executed and delivered to the Trustee, in form satisfactory to the Trustee, all of the obligations of the Guarantor under the Guarantee (provided, however, that the Successor Guarantor shall not be required to execute and deliver such a supplemental indenture in the event of an amalgamation of the Guarantor with one or more other Persons, in which the amalgamation is governed by the laws of Canada or any province thereof, the Successor Guarantor and the Guarantor are, immediately prior to such amalgamation, organized and existing under the laws of Canada or any province thereof and upon the effectiveness of such amalgamation, the Successor Guarantor shall have become or shall continue to be (as the case may be), by operation of law, liable for the observance of all obligations of the Guarantor under the Guarantee); and (iii) the Guarantor, the Company or the Successor Guarantor, as applicable, shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such amalgamation, consolidation, merger, conveyance, transfer, lease or other disposition and, if a supplemental indenture is required in connection with such transaction (or series of transactions), such supplemental indenture, comply with this Section 703(a) and that all conditions precedent herein provided for relating to such transaction have been satisfied. (b) Upon any amalgamation, consolidation or merger, or any conveyance, transfer, lease or other disposition of the properties and assets of the Guarantor substantially as an entirety in accordance with Section 703(a), the Successor Guarantor shall succeed to, and be substituted for, and may exercise every right and power of, the Guarantor under this Supplemental Indenture and the Indenture with the same effect as if such Successor Guarantor had been named as the Guarantor herein; and thereafter, except in the case of a lease, the Guarantor shall be released and relieved from all of its obligations under this Article Seven, and the Guarantee shall be terminated and be of no further force or effect.

Appears in 3 contracts

Samples: Indenture (Century Communities, Inc.), Indenture (Century Communities, Inc.), Indenture (Century Communities, Inc.)

Release of Guarantor. ~~(a) In addition to the release provisions set forth in the Indenture, subject to Section 702(d), the~~ Any Guarantor ~~shall~~ will be released and relieved ~~from~~ of any obligations under its Note Guarantee: (a) in connection with any sale or other disposition of all or substantially all of ~~its obligations under this Article Seven, and~~ the ~~Guarantee shall be terminated and be~~ assets of ~~no further force~~ that Guarantor (including by way of merger or ~~effect, upon the request of the Company~~ consolidation) to a Person that is not (~~without the consent of the Trustee) if, immediately~~ either before or after giving effect to such ~~release and termination (and~~transaction) a Restricted Subsidiary of the Issuer or the Issuer, if ~~applicable, any transaction in connection therewith, including any other concurrent release, termination, repayment or discharge of any other guarantee or other Debt of~~ the ~~Guarantor), the Company would be in compliance with Section 504 hereof, including in the event of a~~ sale or other disposition ~~as a result~~ of ~~which~~ all or substantially all of the assets of that Guarantor ~~would cease to be a Subsidiary.~~complies with Section 4.13, including the application of the Net Proceeds therefrom; provided, however, that such Guarantor is released from its guarantees, if any, of, and all pledges and security, if any, granted in connection with, the Credit Agreement and any other Indebtedness of the Issuer or any Restricted Subsidiary of the Issuer; (b) ~~In order~~ in connection with any sale or other disposition of all of the Capital Stock of a Guarantor to ~~effect the release and termination provided for in Section 702(a), the Company shall furnish to the Trustee an Officers’ Certificate stating that, immediately~~ a Person that is not (either before or after giving effect to such ~~release and termination (as well as any concurrent release, termination, repayment or discharge of any other guarantee or other Debt~~ transaction) a Restricted Subsidiary of the ~~Guarantor)~~Issuer or the Issuer, if the ~~Company will be in compliance with Section 504 hereof. In the event that the release and termination is in connection with a~~ sale or other disposition ~~as a result~~ of ~~which the~~ all such Capital Stock of that Guarantor ~~would cease to be a Subsidiary~~complies with Section 4.13, ~~pro forma effect shall be given to such disposition (~~including the application of ~~any proceeds~~ the Net Proceeds therefrom) in determining the Company’s compliance with Section 504 and, accordingly, the amount of Debt subject to the Guarantee and any other Debt of the Guarantor shall be excluded from any calculation thereunder. Notwithstanding any provision to the contrary in the Indenture or this Supplemental Indenture, no opinion, report or certificate, other than the Officers’ Certificate provided for in this Section 702(b), need be furnished to the Trustee for such release and termination. After its receipt of the aforementioned Officers’ Certificate, the Trustee shall execute any documents reasonably requested by either the Company or the Guarantor in order to evidence the release of the Guarantor from its obligations under the Guarantee under this Article Seven. (c) No supplemental indenture, amendment or waiver shall, without the consent of the Holder of each Outstanding Note, release the Guarantor from any of its obligations under Section 701, other than in accordance with the provisions of this Section 702 or the other release provisions set forth in the Indenture, or amend or modify the release provisions of this Section 702. (d) Notwithstanding the release provisions of Section 702(a), the Guarantor shall not be released from its obligations under this Article Seven and the Guarantee will not be terminated if, immediately after such release and termination (and, if applicable, after giving effect to any transaction to occur concurrently therewith), the Guarantor remains a co-obligor with or a guarantor for, as applicable, the obligations of the Company under any Existing Note. SECTION 703. AMALGAMATION, CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE. (a) Unless the Guarantor has been released, or in connection with such transaction will be released, from its obligations under the Guarantee in accordance with the provisions of Section 702 hereof or any other release provision set forth in the Indenture, the Guarantor shall not amalgamate or consolidate with or merge with or into any other Person or convey, transfer, lease or otherwise dispose of its properties and assets substantially as an entirety to any Person by liquidation, winding-up or otherwise (in one transaction or a series of related transactions) unless: (i) immediately after giving effect to such transaction (and treating any Debt which becomes an obligation of the Guarantor or a Subsidiary of the Guarantor in connection with or as a result of such transaction as having been incurred at the time of such transaction), no Default or Event of Default shall have occurred and be continuing; (ii) either (x) the Guarantor shall be the continuing Person or (y) the Person (if other than the Guarantor) formed by such amalgamation or consolidation or into which the Guarantor is merged or the Person which acquires by conveyance, transfer, lease or other disposition the properties and assets of the Guarantor substantially as an entirety (the “Successor Guarantor”) shall, unless the Successor Guarantor is the Company, (A) be a corporation, company, partnership or trust organized and validly existing under the federal laws of Canada or any Province thereof or the laws of the United States of America or any State thereof or the District of Columbia and (B) expressly assume, by an indenture supplemental hereto, executed and delivered to the Trustee, in form satisfactory to the Trustee, all of the obligations of the Guarantor under the Guarantee (; provided, however, that if such Guarantor remains a Subsidiary, such Guarantor is released from its guarantees, if any, of, and all pledges and security, if any, granted in connection with, the ~~Successor Guarantor shall not be required to execute~~ Credit Agreement and ~~deliver such a supplemental indenture in the event of an amalgamation~~ any other Indebtedness of the ~~Guarantor with one or more other Persons, in which the amalgamation is governed by the laws of Canada~~ Issuer or any province thereof, the Successor Guarantor and the Guarantor are, immediately prior to such amalgamation, organized and existing under the laws of Canada or any province thereof and upon the effectiveness of such amalgamation, the Successor Guarantor shall have become or shall continue to be (as the case may be), by operation of law, liable for the observance of all obligations Restricted Subsidiary of the ~~Guarantor under the Guarantee); and~~Issuer; (~~iii~~c) if the ~~Guarantor, the Company or the Successor Guarantor,~~ Issuer properly designates any Restricted Subsidiary that is a Guarantor as ~~applicable, shall have delivered to the Trustee~~ an Officers’ Certificate and an Opinion of Counsel, each stating that such amalgamation, consolidation, merger, conveyance, transfer, lease or other disposition and, if a supplemental indenture is required in connection with such transaction (or series of transactions), such supplemental indenture, comply with this Section 703(a) and that all conditions precedent herein provided for relating to such transaction have been satisfied.Unrestricted Subsidiary; (bd) ~~Upon any amalgamation, consolidation~~ if the Issuer exercises its Legal Defeasance option or ~~merger,~~ its Covenant Defeasance option as described in Section 8.02 or any conveyance, transfer, lease or other disposition of the properties and assets of the Guarantor substantially as an entirety in accordance with Section 703(a), the Successor Guarantor shall succeed to, and be substituted for, and may exercise every right and power of, the Guarantor under this Supplemental Indenture and the Indenture with the same effect as if ~~such Successor Guarantor had been named as the Guarantor herein; and thereafter, except in the case of a lease, the Guarantor shall be released and relieved from all of~~ its obligations under this ~~Article Seven~~Indenture are discharged in accordance with the terms of this Indenture; or (e) if the Guarantee by such Guarantor, if any, of, and all pledges and security interests, if any, granted by such Guarantor in connection with, all Indebtedness of the Issuer or any Restricted Subsidiary the Guarantee ~~shall be terminated and be~~ of ~~no further force~~ which by such Guarantor (or ~~effect~~the pledge of assets by such Guarantor in connection therewith) would have required such Guarantor to Guarantee the Notes pursuant to Section 4.16 (including, without limitation, the Credit Agreement), have been released.

Appears in 3 contracts

Samples: Indenture (Erickson Air-Crane Inc.), Indenture (Headwaters Inc), Indenture (Headwaters Inc)

Release of Guarantor. ~~(a) In addition to the release provisions set forth in the Indenture, subject to Section 702(d), the~~ The Guarantor shall be released ~~and relieved~~ from all of its obligations under ~~this Article Seven, and~~ the Guarantee ~~shall be terminated~~ and be under this Indenture if: (i) the Company or the Guarantor has transferred all or substantially all of ~~no further force~~ its properties and assets to any Person (whether by sale, merger or ~~effect~~consolidation or otherwise), ~~upon~~ or has merged into or consolidated with another Person, pursuant to a transaction in compliance with this Indenture; (ii) the ~~request~~ corporation to whom all or substantially all of the properties and assets of the Company ~~(without~~ or the ~~consent~~ Guarantor are transferred, or whom the Company or the Guarantor has merged into or consolidated with, has expressly assumed, by an indenture supplemental hereto, executed and delivered to the Trustee, in form satisfactory to the Trustee, all the obligations of the ~~Trustee~~Guarantor under the Guarantee and this Indenture; (iii) ~~if,~~ immediately before and immediately after giving effect to such release and termination (and, if applicable, any transaction in connection therewith, including any other concurrent release, termination, repayment or discharge of any other guarantee or other Debt of the Guarantor), the Company would be in compliance with Section 504 hereof, including in the event of a sale or other disposition as a result of which the Guarantor would cease to be a Subsidiary. (b) In order to effect the release and termination provided for in Section 702(a), the Company shall furnish to the Trustee an Officers’ Certificate stating that, immediately after giving effect to such release and termination (as well as any concurrent release, termination, repayment or discharge of any other guarantee or other Debt of the Guarantor), the Company will be in compliance with Section 504 hereof. In the event that the release and termination is in connection with a sale or other disposition as a result of which the Guarantor would cease to be a Subsidiary, pro forma effect shall be given to such disposition (including the application of any proceeds therefrom) in determining the Company’s compliance with Section 504 and, accordingly, the amount of Debt subject to the Guarantee and any other Debt of the Guarantor shall be excluded from any calculation thereunder. Notwithstanding any provision to the contrary in the Indenture or this Supplemental Indenturetransaction, no ~~opinion~~Event of Default, ~~report~~ and no event or certificate, other than the Officers’ Certificate provided for in this Section 702(b), need be furnished to the Trustee for such release and termination. After its receipt of the aforementioned Officers’ Certificate, the Trustee shall execute any documents reasonably requested by either the Company or the Guarantor in order to evidence the release of the Guarantor from its obligations under the Guarantee under this Article Seven. (c) No supplemental indenture, amendment or waiver shall, without the consent of the Holder of each Outstanding Note, release the Guarantor from any of its obligations under Section 701, other than in accordance with the provisions of this Section 702 or the other release provisions set forth in the Indenture, or amend or modify the release provisions of this Section 702. (d) Notwithstanding the release provisions of Section 702(a), the Guarantor shall not be released from its obligations under this Article Seven and the Guarantee will not be terminated if, immediately after such release and termination (and, if applicablecondition which, after ~~giving effect to any transaction to occur concurrently therewith)~~notice or lapse of time or both, the Guarantor remains a co-obligor with or a guarantor for, as applicable, the obligations of the Company under any Existing Note. SECTION 703. AMALGAMATION, CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE. (a) Unless the Guarantor has been released, or in connection with such transaction will be released, from its obligations under the Guarantee in accordance with the provisions of Section 702 hereof or any other release provision set forth in the Indenture, the Guarantor shall not amalgamate or consolidate with or merge with or into any other Person or convey, transfer, lease or otherwise dispose of its properties would become and assets substantially as an entirety to any Person by liquidation, winding-up or otherwise (in one transaction or a series of related transactions) unless: (i) immediately after giving effect to such transaction (and treating any Debt which becomes an obligation of the Guarantor or a Subsidiary of the Guarantor in connection with or as a result of such transaction as having been incurred at the time of such transaction), no Default or Event of ~~Default~~ Default, shall have occurred and be continuing;; and (~~ii) either (x~~iv) the Guarantor ~~shall be~~ has delivered to the ~~continuing Person~~ Trustee an Officers' Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indenture comply with this Section 12.3 and that all conditions precedent herein provided for relating to such transaction have been complied with; or (yb) the ~~Person~~ Guarantor liquidates (if other than pursuant to any Bankruptcy Law) and complies, if applicable, with the ~~Guarantor) formed by such amalgamation~~ provisions of this Indenture; provided that if a Person and its Affiliates, if any, shall acquire all or ~~consolidation or into which~~ substantially all of the ~~Guarantor is merged or the Person which acquires by conveyance, transfer, lease or other disposition the properties and~~ assets of the Guarantor ~~substantially as an entirety~~ upon such liquidation the Guarantor shall liquidate only if: (i) the ~~“Successor Guarantor”) shall, unless the Successor Guarantor is the Company,~~ Person and each such Affiliate (~~A) be a corporation, company, partnership or trust organized and validly existing under the federal laws of Canada or any Province thereof~~ or the ~~laws~~ common corporate parent of such Person and its Affiliates, if such Person and its Affiliates are wholly owned by such parent) which acquire or will acquire all or a portion of the ~~United States~~ assets of ~~America or any State thereof or~~ the ~~District of Columbia and (B)~~ Guarantor shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Trustee, in form satisfactory to the Trustee, all of the obligations of the ~~Guarantor~~ Guarantor, under the Guarantee ~~(provided, however, that the Successor Guarantor shall not be required to execute~~ and ~~deliver~~ this Indenture and such ~~a supplemental indenture in the event of an amalgamation of the Guarantor with one or more other Persons, in which the amalgamation is governed by the laws of Canada~~ Person or any ~~province thereof, the Successor Guarantor and the Guarantor are, immediately prior to~~ of such ~~amalgamation,~~ Affiliates (or such parent) shall be a corporation organized and existing under the laws of ~~Canada~~ the United States or any ~~province~~ State thereof or the District of Columbia; (ii) immediately after giving effect to such transaction, no Event of Default, and ~~upon the effectiveness~~ no event or condition which, after notice or lapse of ~~such amalgamation~~time or both, ~~the Successor Guarantor~~ would become an Event of Default, shall have ~~become or shall continue to~~ occurred and be ~~(as the case may be), by operation of law, liable for the observance of all obligations of the Guarantor under the Guarantee)~~continuing; and (iii) the ~~Guarantor, the Company or the Successor Guarantor, as applicable, shall have~~ Guarantor has delivered to the Trustee an Officers’ ' Certificate and an Opinion of Counsel, each stating that such ~~amalgamation, consolidation, merger, conveyance, transfer, lease or other disposition and, if a~~ liquidation and such supplemental indenture ~~is required in connection with such transaction (or series of transactions), such supplemental indenture,~~ comply with this Section ~~703(a)~~ 12.3 and that all conditions precedent herein provided for relating to such transaction have been ~~satisfied.~~complied with; or (bc) ~~Upon~~ the Company ceases for any ~~amalgamation, consolidation or merger, or any conveyance, transfer, lease or other disposition of the properties and assets~~ reason to be a "wholly owned subsidiary" of the Guarantor ~~substantially~~ (as ~~an entirety~~ such term is defined in ~~accordance with~~ Rule 1-02(z) of the Regulation S-X promulgated by the Commission). Upon any assumption of the Guarantee by any Person pursuant to this Section ~~703(a)~~12.3, ~~the Successor Guarantor shall succeed to, and be substituted for, and~~ such Person may exercise every right and power ~~of,~~ of the Guarantor under this ~~Supplemental Indenture and the~~ Indenture with the same effect as if such ~~Successor Guarantor~~ successor corporation had been named as the Guarantor herein~~; and thereafter, except in the case of a lease, the Guarantor shall be released and relieved from all of its obligations under this Article Seven~~, and all the obligations of the Guarantor, hereunder and under the Guarantee and the Indenture shall ~~be terminated and be of no further force or effect~~terminate.

Appears in 3 contracts

Samples: Indenture (Harrahs Entertainment Inc), Indenture (Harrahs Operating Co Inc), Indenture (Harrahs Operating Co Inc)

Release of Guarantor. (a) ~~In addition~~ Notwithstanding anything in this Indenture to the ~~release provisions set forth~~ contrary, the Guarantee of any Guarantor will be released: (1) upon Legal Defeasance, Covenant Defeasance or Satisfaction and Discharge of this Indenture as provided for in Article VIII; or (2) upon the full and final payment and performance of all Obligations of the Issuers and the Guarantors under this Indenture and the Notes. (b) Notwithstanding anything in this Indenture to the contrary, the Guarantee of a Guarantor will be released: (i) in the ~~Indenture~~case of the Guarantee of a Subsidiary Guarantor: (1) in connection with any sale, ~~subject to Section 702(d)~~transfer, ~~the Guarantor shall be released and relieved from~~ conveyance or other disposition of all or substantially all of ~~its obligations under this Article Seven, and~~ the ~~Guarantee shall be terminated and be~~ assets of ~~no further force~~ that Subsidiary Guarantor (including by way of merger or ~~effect, upon the request of the Company~~ consolidation) to a Person that is not (~~without the consent of the Trustee) if, immediately~~ either before or after giving effect to such ~~release and termination~~ transaction) the Issuer or a Subsidiary of the Issuer; (~~and, if applicable, any transaction~~ 2) in connection ~~therewith~~with any sale, ~~including any other concurrent release~~transfer, ~~termination, repayment or discharge of any other guarantee or other Debt of the Guarantor), the Company would be in compliance with Section 504 hereof, including in the event of a sale~~ conveyance or other disposition as of Capital Stock of that Subsidiary Guarantor or its direct or indirect parent entity to a ~~result of which the Guarantor would cease to be a Subsidiary.~~ Person that is not (~~b) In order to effect the release and termination provided for in Section 702(a), the Company shall furnish to the Trustee an Officers’ Certificate stating that, immediately~~ either before or after giving effect to such ~~release and termination (as well as any concurrent release, termination, repayment or discharge of any other guarantee or other Debt of~~ transaction) the Guarantor), the Company will be in compliance with Section 504 hereof. In the event that the release and termination is in connection with a sale or other disposition as a result of which the Guarantor would cease to be a Subsidiary, pro forma effect shall be given to such disposition (including the application of any proceeds therefrom) in determining the Company’s compliance with Section 504 and, accordingly, the amount of Debt subject to the Guarantee and any other Debt of the Guarantor shall be excluded from any calculation thereunder. Notwithstanding any provision to the contrary in the Indenture or this Supplemental Indenture, no opinion, report or certificate, other than the Officers’ Certificate provided for in this Section 702(b), need be furnished to the Trustee for such release and termination. After its receipt of the aforementioned Officers’ Certificate, the Trustee shall execute any documents reasonably requested by either the Company or the Guarantor in order to evidence the release of the Guarantor from its obligations under the Guarantee under this Article Seven. (c) No supplemental indenture, amendment or waiver shall, without the consent of the Holder of each Outstanding Note, release the Guarantor from any of its obligations under Section 701, other than in accordance with the provisions of this Section 702 or the other release provisions set forth in the Indenture, or amend or modify the release provisions of this Section 702. (d) Notwithstanding the release provisions of Section 702(a), the Guarantor shall not be released from its obligations under this Article Seven and the Guarantee will not be terminated if, immediately after such release and termination (and, if applicable, after giving effect to any transaction to occur concurrently therewith), the Guarantor remains a co-obligor with or a guarantor for, as applicable, the obligations of the Company under any Existing Note. SECTION 703. AMALGAMATION, CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE. (a) Unless the Guarantor has been released, or in connection with such transaction will be released, from its obligations under the Guarantee in accordance with the provisions of Section 702 hereof or any other release provision set forth in the Indenture, the Guarantor shall not amalgamate or consolidate with or merge with or into any other Person or convey, transfer, lease or otherwise dispose of its properties and assets substantially as an entirety to any Person by liquidation, winding-up or otherwise (in one transaction or a series of related transactions) unless: (i) immediately after giving effect to such transaction (and treating any Debt which becomes an obligation of the Guarantor Issuer or a Subsidiary of the Issuer, if such Subsidiary Guarantor ~~in connection with or~~ ceases to be a Subsidiary of the Issuer as a result of such ~~transaction as having~~ sale or other disposition; (3) upon the release of that Subsidiary Guarantor of its guarantee of the Senior Secured Credit Facilities (including, without limitation, upon repayment of obligations outstanding under the Senior Secured Credit Facilities) and obligations of that Subsidiary Guarantor in respect of any other Indebtedness at that time that would have otherwise given rise to a requirement to guarantee the Notes pursuant to Section 4.05 had that Person not already been ~~incurred at~~ a Subsidiary Guarantor; provided that should that Subsidiary Guarantor thereafter guarantee obligations under the ~~time~~ Senior Secured Credit Facilities (or such guarantee of ~~such transaction~~the Senior Secured Credit Facilities is reinstated or renewed), then that Subsidiary Guarantor will guarantee the Notes on the terms and conditions set forth in this Indenture; (4) in accordance with Article IX; or (5) upon the release of the obligations of that Subsidiary Guarantor in respect of Indebtedness that gave rise to the requirement to guarantee the Notes pursuant to Section 4.05, so long as no ~~Default or~~ Event of Default ~~shall~~ would arise as a result thereof and that Subsidiary Guarantor has no other obligations in respect of Indebtedness at that time that would have ~~occurred and be continuing;~~otherwise given rise to a requirement to guarantee the Notes pursuant to Section 4.05 had that Subsidiary not already been a Subsidiary Guarantor; and (ii) either (x) the Guarantor shall be the continuing Person or (y) the Person (if other than the Guarantor) formed by such amalgamation or consolidation or into which the Guarantor is merged or the Person which acquires by conveyance, transfer, lease or other disposition the properties and assets of the Guarantor substantially as an entirety (the “Successor Guarantor”) shall, unless the Successor Guarantor is the Company, (A) be a corporation, company, partnership or trust organized and validly existing under the federal laws of Canada or any Province thereof or the laws of the United States of America or any State thereof or the District of Columbia and (B) expressly assume, by an indenture supplemental hereto, executed and delivered to the Trustee, in form satisfactory to the Trustee, all of the obligations of the Guarantor under the Guarantee (provided, however, that the Successor Guarantor shall not be required to execute and deliver such a supplemental indenture in the event of an amalgamation of the Guarantor with one or more other Persons, in which the amalgamation is governed by the laws of Canada or any province thereof, the Successor Guarantor and the Guarantor are, immediately prior to such amalgamation, organized and existing under the laws of Canada or any province thereof and upon the effectiveness of such amalgamation, the Successor Guarantor shall have become or shall continue to be (as the case may be), by operation of law, liable for the observance of all obligations of the Guarantor under the Guarantee); and (iii) the Guarantor, the Company or the Successor Guarantor, as applicable, shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such amalgamation, consolidation, merger, conveyance, transfer, lease or other disposition and, if a supplemental indenture is required in connection with such transaction (or series of transactions), such supplemental indenture, comply with this Section 703(a) and that all conditions precedent herein provided for relating to such transaction have been satisfied. (b) Upon any amalgamation, consolidation or merger, or any conveyance, transfer, lease or other disposition of the properties and assets of the Guarantor substantially as an entirety in accordance with Section 703(a), the Successor Guarantor shall succeed to, and be substituted for, and may exercise every right and power of, the Guarantor under this Supplemental Indenture and the Indenture with the same effect as if such Successor Guarantor had been named as the Guarantor herein; and thereafter, except in the case of the Guarantee of a ~~lease~~Guarantor that is not a Subsidiary Guarantor, upon delivery of an Officer’s Certificate to the Trustee stating that the Guarantee of such Guarantor is released. In connection with any release specified in this Section 10.06, the Trustee will, at the request and expense of the Issuers, execute any documents reasonably necessary in order to evidence or effect such release, discharge and termination in respect of such Guarantee in accordance with these provisions, subject to customary protections and indemnifications. Neither the Issuers nor any Guarantor will be required to make a notation on the Notes to reflect any such release, termination or discharge. Each of the releases and amendments set forth above shall be ~~released and relieved from all~~ effected by the Trustee without any consent of ~~its obligations under this Article Seven, and~~ the ~~Guarantee shall be terminated and be~~ Holders or any other action or consent on the part of ~~no further force or effect~~the Trustee.

Appears in 2 contracts

Samples: Indenture (Vantiv, Inc.), Indenture

Release of Guarantor. (a) ~~In addition to the release provisions set forth in the Indenture, subject to Section 702(d), the~~ A Guarantor shall be released ~~and relieved~~ from all of its obligations under ~~this Article Seven~~its Guarantee if: (1) the Guarantor has sold, disposed of or otherwise transferred (or a sale, disposition or other transfer of such Guarantor’s Capital Stock occurs following which such Guarantor is no longer a Restricted Subsidiary) all or substantially all of its assets or the Company and ~~the Guarantee shall be terminated and be of no further force or effect, upon the request~~ its Restricted Subsidiaries have sold all of the ~~Company (without the consent~~ Capital Stock of the ~~Trustee) if~~Guarantor owned by them, ~~immediately after giving effect to such release and termination (and, if applicable, any~~ in each case in a transaction in ~~connection therewith~~compliance with the terms of this Indenture (including Sections 10.09 and 8.01); (2) the Guarantor merges or amalgamates with or into or consolidates with, ~~including any other concurrent release, termination, repayment~~ or ~~discharge~~ transfers all or substantially all of ~~any other guarantee or other Debt of the Guarantor)~~its assets to, the Company ~~would be~~ or another Guarantor in a transaction in compliance with Section ~~504 hereof~~8.01, ~~including~~ and the successor entity formed thereby is no longer required to be a Guarantor under the terms of this Indenture; (3) the Guarantor is designated an Unrestricted Subsidiary in compliance with Section 10.06 or the Guarantor becomes an Immaterial Subsidiary; (4) the Company has effected defeasance or covenant defeasance with respect to the Notes in accordance with Section 12.02 or 12.03; (5) the Notes are satisfied and discharged in accordance with Section 4.01; or (6) in the ~~event~~ case of a ~~sale or other disposition~~ non-Wholly-owned Restricted Subsidiary which had become a Guarantor as a result of which the Guarantor would cease to be a Subsidiary. (b) In order to effect the release and termination provided for in Section 702(a), the Company shall furnish to the Trustee an Officers’ Certificate stating that, immediately after giving effect to such release and termination (as well as any concurrent release, termination, repayment or discharge of any other guarantee or other Debt of the Guarantor), the Company will be in compliance with Section 504 hereof. In the event that the release and termination is in connection with a sale or other disposition as a result of which the Guarantor would cease to be a Subsidiary, pro forma effect shall be given to such disposition (including the application of any proceeds therefrom) in determining the Company’s compliance with Section 504 and, accordingly, the amount of Debt subject to the Guarantee and Subsidiary guaranteeing any other Debt of the ~~Guarantor shall be excluded from~~ Company or any ~~calculation thereunder. Notwithstanding any provision~~ other Guarantor, the guarantee which gave rise to the contrary in the Indenture or this Supplemental Indenture, no opinion, report or certificate, other than the Officers’ Certificate provided for in this Section 702(b), need be furnished to the Trustee for requirement that such release and termination. After its receipt of the aforementioned Officers’ Certificate, the Trustee shall execute any documents reasonably requested by either the Company or the Guarantor in order to evidence the release of the Guarantor from its obligations under the Guarantee under this Article Seven. (c) No supplemental indenture, amendment or waiver shall, without the consent of the Holder of each Outstanding Note, release the Guarantor from any of its obligations under Section 701, other than in accordance with the provisions of this Section 702 or the other release provisions set forth in the Indenture, or amend or modify the release provisions of this Section 702. (d) Notwithstanding the release provisions of Section 702(a), the Guarantor shall not be released from its obligations under this Article Seven and the Guarantee will not be terminated if, immediately after such release and termination (and, if applicable, after giving effect to any transaction to occur concurrently therewith), the Guarantor remains Subsidiary become a co-obligor with or a guarantor for, as applicable, the obligations of the Company under any Existing Note. SECTION 703. AMALGAMATION, CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE. (a) Unless the Guarantor has been released~~, or~~ ; and in ~~connection with~~ each such ~~transaction will be released, from its obligations under the Guarantee in accordance with the provisions of Section 702 hereof or any other release provision set forth in the Indenture~~case, the Guarantor shall not amalgamate or consolidate with or merge with or into any other Person or convey, transfer, lease or otherwise dispose of its properties and assets substantially as an entirety to any Person by liquidation, winding-up or otherwise (in one transaction or a series of related transactions) unless: (i) immediately after giving effect to such transaction (and treating any Debt which becomes an obligation of the Guarantor or a Subsidiary of the Guarantor in connection with or as a result of such transaction as having been incurred at the time of such transaction), no Default or Event of Default shall have occurred and be continuing; (ii) either (x) the Guarantor shall be the continuing Person or (y) the Person (if other than the Guarantor) formed by such amalgamation or consolidation or into which the Guarantor is merged or the Person which acquires by conveyance, transfer, lease or other disposition the properties and assets of the Guarantor substantially as an entirety (the “Successor Guarantor”) shall, unless the Successor Guarantor is the Company, (A) be a corporation, company, partnership or trust organized and validly existing under the federal laws of Canada or any Province thereof or the laws of the United States of America or any State thereof or the District of Columbia and (B) expressly assume, by an indenture supplemental hereto, executed and delivered to the Trustee, in form satisfactory to the Trustee, all of the obligations of the Guarantor under the Guarantee (provided, however, that the Successor Guarantor shall not be required to execute and deliver such a supplemental indenture in the event of an amalgamation of the Guarantor with one or more other Persons, in which the amalgamation is governed by the laws of Canada or any province thereof, the Successor Guarantor and the Guarantor are, immediately prior to such amalgamation, organized and existing under the laws of Canada or any province thereof and upon the effectiveness of such amalgamation, the Successor Guarantor shall have become or shall continue to be (as the case may be), by operation of law, liable for the observance of all obligations of the Guarantor under the Guarantee); and (iii) the Guarantor, the Company or the Successor Guarantor, as applicable, shall have has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such amalgamation, consolidation, merger, conveyance, transfer, lease or other disposition and, if a supplemental indenture is required in connection with such transaction (or series of transactions), such supplemental indenture, comply with this Section 703(a) and that all conditions precedent herein provided for relating to such ~~transaction~~ transactions have been ~~satisfied~~complied with and that such release is authorized and permitted hereunder and under the other Priority Lien Documents. If a Guarantee is released, any Collateral which secures such Guarantee will also be automatically released. (b) ~~Upon~~ If all of the conditions to release contained in this Section 14.05 have been satisfied, the Trustee shall execute any ~~amalgamation, consolidation or merger,~~ documents reasonably requested by the Company or any ~~conveyance~~Guarantor, ~~transfer, lease or other disposition~~ at the sole cost and expense of the ~~properties and assets~~ Company, in order to evidence the release of ~~the~~ such Guarantor substantially as an entirety in accordance with Section 703(a), the Successor Guarantor shall succeed to, and be substituted for, and may exercise every right and power of, the Guarantor under this Supplemental Indenture and the Indenture with the same effect as if such Successor Guarantor had been named as the Guarantor herein; and thereafter, except in the case of a lease, the Guarantor shall be released and relieved from ~~all of~~ its obligations under its Guarantee endorsed on the Notes and under this Article ~~Seven, and the Guarantee shall be terminated and be of no further force or effect~~XIV.

Appears in 2 contracts

Samples: Indenture (Catalyst Paper Corp), Indenture (Catalyst Paper Corp)

Release of Guarantor. (a) In addition to the release provisions set forth in the Indenture, subject to Section 702(d), the Guarantor shall be released and relieved from all of its obligations under this Article Seven, and the Guarantee shall be terminated and be of no further force or effect, upon the request Each of the Company (without the consent of the Trustee) if, immediately after giving effect to such release and termination (and, if applicable, any transaction in connection therewith, including any other concurrent release, termination, repayment or discharge of any other guarantee or other Debt of the Guarantor), the Company would be in compliance with Section 504 hereof, including in the event of a sale or other disposition as a result of which the Guarantor would cease to be a Subsidiary. (b) In order to effect the release and termination provided for in Section 702(a), the Company shall furnish to the Trustee an Officers’ Certificate stating that, immediately after giving effect to such release and termination (as well as any concurrent release, termination, repayment or discharge of any other guarantee or other Debt of the Guarantor), the Company will be in compliance with Section 504 hereof. In the event that the release and termination is in connection with a sale or other disposition as a result of which the Guarantor would cease to be a Subsidiary, pro forma effect shall be given to such disposition (including the application of any proceeds therefrom) in determining the Company’s compliance with Section 504 and, accordingly, the amount of Debt subject to the Guarantee and any other Debt of the Guarantor shall be excluded from any calculation thereunder. Notwithstanding any provision to the contrary in the Indenture or this Supplemental Indenture, no opinion, report or certificateguarantors, other than the ~~Officers’ Certificate provided for in this Section 702(b)~~Company, ~~need~~ may be ~~furnished to~~ released upon the ~~Trustee for such release and termination~~occurrence of certain conditions. After its receipt of the aforementioned Officers’ Certificate, the Trustee shall execute any documents reasonably requested by either the Company or the Guarantor in order to evidence the release of the Guarantor from its obligations under the Guarantee under this Article Seven. (c) No supplemental indenture, amendment or waiver shall, without the consent of the Holder of each Outstanding Note, release the Guarantor from any of its obligations under Section 701, other than in accordance with the provisions of this Section 702 or the other release provisions set forth in the Indenture, or amend or modify the release provisions of this Section 702. (d) Notwithstanding the release provisions of Section 702(a), the A Subsidiary Guarantor shall ~~not~~ be automatically released from its obligations under this Article ~~Seven and the Guarantee will not be terminated if, immediately after such release and termination~~ 10 (~~and, if applicable, after giving effect to~~ other than any ~~transaction to occur concurrently therewith), the Guarantor remains a co-obligor with or a guarantor for, as applicable, the obligations of the Company~~ obligation that may have arisen under ~~any Existing Note. SECTION 703. AMALGAMATION, CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE. (a~~Section 10.7) Unless the Guarantor has been released, or in connection with such transaction will be released, from its obligations under the Guarantee in accordance with the provisions of Section 702 hereof or any other release provision set forth in the Indenture, the Guarantor shall not amalgamate or consolidate with or merge with or into any other Person or convey, transfer, lease or otherwise dispose of its properties and assets substantially as an entirety to any Person by liquidation, winding-up or otherwise (in one transaction or a series of related transactions) unlessupon: (i) ~~immediately~~ the release of such Subsidiary Guarantor from its obligations as a guarantor under the Senior Credit Facilities (other than in connection with payment in full of such Senior Credit Facilities) or in respect of such other debt that caused it to become a Subsidiary Guarantor under Section 4.7, so long as such Subsidiary Guarantor would not then otherwise be required to be a Subsidiary Guarantor pursuant to Section 4.7; (ii) the sale, issuance or other disposition of Capital Stock of such Subsidiary Guarantor (including by way of merger, amalgamation or consolidation) such that such Subsidiary Guarantor ceases to be a Subsidiary of the Company, or the sale of all or substantially all of the assets of such Subsidiary Guarantor to a Person that is not (either before or after giving effect to such ~~transaction (and treating any Debt which becomes an obligation of~~ transaction) the ~~Guarantor~~ Company or a ~~Subsidiary of the Guarantor in connection with or~~ Subsidiary, so long as ~~a result of~~ such ~~transaction as having been incurred at the time of such transaction)~~sale, no Default or Event of Default shall have occurred and be continuing; (ii) either (x) the Guarantor shall be the continuing Person or (y) the Person (if other than the Guarantor) formed by such amalgamation or consolidation or into which the Guarantor is merged or the Person which acquires by conveyance, transfer, lease issuance or other disposition ~~the properties and assets~~ of ~~the Guarantor substantially as an entirety (the “Successor Guarantor”) shall, unless the Successor Guarantor~~ Capital Stock is the Company, (A) be a corporation, company, partnership or trust organized and validly existing under the federal laws of Canada or any Province thereof or the laws of the United States of America or any State thereof or the District of Columbia and (B) expressly assume, by an indenture supplemental hereto, executed and delivered to the Trustee, in form satisfactory to the Trustee, all of the obligations of the Guarantor under the Guarantee (provided, however, that the Successor Guarantor shall not ~~be required to execute and deliver such a supplemental indenture in the event of an amalgamation of the Guarantor with one or more other Persons, in which the amalgamation is governed~~ prohibited by the ~~laws~~ terms of Canada or any province thereof, the Successor Guarantor and the Guarantor are, immediately prior to such amalgamation, organized and existing under the laws of Canada or any province thereof and upon the effectiveness of such amalgamation, the Successor Guarantor shall have become or shall continue to be (as the case may be), by operation of law, liable for the observance of all obligations of the Guarantor under the Guarantee); andthis Indenture; (iii) immediately prior to or following the dissolution of such Subsidiary Guarantor; or (iv) the Issuer exercising its legal defeasance option or its covenant defeasance option pursuant to Article 8 or if the Issuer’s obligations under this Indenture are discharged in accordance with the terms of this Indenture; (b) the Company, the ~~Company~~ Issuer or ~~the Successor Guarantor, as applicable, shall have delivered~~ such Subsidiary Guarantor delivering to the ~~Trustee~~ Trustees an Officers’ Certificate and an Opinion of Counsel, each stating that such amalgamation, consolidation, merger, conveyance, transfer, lease or other disposition and, if a supplemental indenture is required in connection with such transaction (or series of transactions), such supplemental indenture, comply with this Section 703(a) and that all conditions ~~precedent herein~~ provided for in this Indenture relating to such transaction have been satisfied. (b) Upon any amalgamation, consolidation or merger, or any conveyance, transfer, lease or other disposition of the properties and assets of the Guarantor substantially as an entirety in accordance with Section 703(a), the Successor Guarantor shall succeed to, and be substituted for, and may exercise every right and power of, the Guarantor under this Supplemental Indenture and the Indenture with the same effect as if such Successor Guarantor had been named as the Guarantor herein; and thereaftercomplied with, except in the case of a ~~lease~~merger, consolidation or amalgamation of a Subsidiary Guarantor into or with the Company or the Issuer; and (c) at the request of the Issuer, the ~~Guarantor~~ Trustees shall ~~be released~~ execute and ~~relieved from all of its obligations under this Article Seven, and~~ deliver an appropriate instrument evidencing such release (in the ~~Guarantee shall be terminated and be of no further force or effect~~form provided by the Issuer).

Appears in 2 contracts

Samples: Indenture (Open Text Corp), Indenture (Open Text Corp)

Release of Guarantor. The Subsidiary Guarantee of a Guarantor will be released: (a) ~~In addition~~ upon any sale, exchange or transfer, to any Person not an Affiliate of the ~~release provisions set forth~~ Company, of all of the Company’s Capital Stock in, or all or substantially all the assets of, such Domestic Subsidiary, which transaction is in compliance with the ~~Indenture, subject to Section 702(d),~~ terms of the ~~Guarantor shall be~~ Indenture and such Domestic Subsidiary is released ~~and relieved~~ from all guarantees, if any, by it of ~~its obligations under this Article Seven, and the Guarantee shall be terminated and be of no further force or effect, upon the request~~ other Indebtedness of the Company ~~(without the consent of the Trustee) if, immediately after giving effect to such release and termination (and, if applicable,~~ or any transaction in connection therewith, including any other concurrent release, termination, repayment or discharge of any other guarantee or other Debt of the Guarantor), the Company would be in compliance with Section 504 hereof, including in the event of a sale or other disposition as a result of which the Guarantor would cease to be a Domestic Subsidiary.; (b) ~~In order to effect the release and termination provided for in Section 702(a), the Company shall furnish to the Trustee an Officers’ Certificate stating that, immediately after giving effect~~ either Defeasance or Covenant Defeasance occurs with respect to such ~~release and termination (as well as any concurrent release, termination, repayment or discharge of any other guarantee or other Debt of the Guarantor), the Company will be~~ Notes in compliance with ~~Section 504 hereof. In the event that the release and termination is in connection with a sale or other disposition as a result~~ Article VII of which the Guarantor would cease to be a Subsidiary, pro forma effect shall be given to such disposition (including the application of any proceeds therefrom) in determining the Company’s compliance with Section 504 and, accordingly, the amount of Debt subject to the Guarantee and any other Debt of the Guarantor shall be excluded from any calculation thereunder. Notwithstanding any provision to the contrary in the Indenture or this Supplemental Indenture, no opinion, report or certificate, other than the Officers’ Certificate provided for in this Section 702(b), need be furnished to the Trustee for such release and termination. After its receipt of the aforementioned Officers’ Certificate, the Trustee shall execute any documents reasonably requested by either the Company or the Guarantor in order to evidence the release of the Guarantor from its obligations under the Guarantee under this Article Seven.; or (c) ~~No supplemental indenture~~with respect to any Subsidiary Guarantees created after the Issue Date, ~~amendment or waiver shall, without~~ the ~~consent~~ release by the holders of the ~~Holder~~ Indebtedness of ~~each Outstanding Note,~~ the Company described in Section 5.03(a) of this Supplemental Indenture of their Guarantee by such Domestic Subsidiary (including any deemed release ~~the Guarantor from any~~ upon payment in full of ~~its~~ all obligations under Section 701, other than in accordance with the provisions of this Section 702 or the other release provisions set forth in the Indenture, or amend or modify the release provisions of this Section 702. (d) Notwithstanding the release provisions of Section 702(asuch Indebtedness), at such time as (A) no other Indebtedness of the Company has been guaranteed by such Domestic Subsidiary or (B) the holders of all such other Indebtedness which is guaranteed by such Domestic Subsidiary also release their Guarantee by such Domestic Subsidiary (including any deemed release upon payment in full of all obligations under such Indebtedness). The Trustee, at the expense and written direction of the Company, will execute proper instruments acknowledging the termination of such Subsidiary Guarantee as reasonably required by the representative of such Guarantor. Any Guarantor ~~shall~~ not be released from its obligations under ~~this Article Seven~~ its Subsidiary Guarantee shall remain liable for the full amount of principal and ~~the Guarantee will not be terminated if, immediately after such release and termination (and~~premium, if ~~applicable~~any, ~~after giving effect to any transaction to occur concurrently therewith),~~ of and interest on the ~~Guarantor remains a co-obligor with or a guarantor for, as applicable,~~ Notes and for the other obligations of ~~the Company under~~ any Existing Note. SECTION 703. AMALGAMATION, CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE. (a) Unless the Guarantor has been released, or in connection with such transaction will be released, from its obligations under the Guarantee in accordance with the provisions of Section 702 hereof or any other release provision set forth in the Indenture, the Guarantor shall not amalgamate or consolidate with or merge with or into any other Person or convey, transfer, lease or otherwise dispose of its properties and assets substantially as an entirety to any Person by liquidation, winding-up or otherwise (in one transaction or a series of related transactions) unless: (i) immediately after giving effect to such transaction (and treating any Debt which becomes an obligation of the Guarantor or a Subsidiary of the Guarantor in connection with or as a result of such transaction as having been incurred at the time of such transaction), no Default or Event of Default shall have occurred and be continuing; (ii) either (x) the Guarantor shall be the continuing Person or (y) the Person (if other than the Guarantor) formed by such amalgamation or consolidation or into which the Guarantor is merged or the Person which acquires by conveyance, transfer, lease or other disposition the properties and assets of the Guarantor substantially as an entirety (the “Successor Guarantor”) shall, unless the Successor Guarantor is the Company, (A) be a corporation, company, partnership or trust organized and validly existing under the federal laws of Canada or any Province thereof or the laws of the United States of America or any State thereof or the District of Columbia and (B) expressly assume, by an indenture supplemental hereto, executed and delivered to the Trustee, in form satisfactory to the Trustee, all of the obligations of the Guarantor under the ~~Guarantee (provided, however, that the Successor Guarantor shall not be required to execute and deliver such a supplemental indenture~~ Indenture as provided in the event of an amalgamation of the Guarantor with one or more other Persons, in which the amalgamation is governed by the laws of Canada or any province thereof, the Successor Guarantor and the Guarantor are, immediately prior to such amalgamation, organized and existing under the laws of Canada or any province thereof and upon the effectiveness of such amalgamation, the Successor Guarantor shall have become or shall continue to be (as the case may be), by operation of law, liable for the observance of all obligations of the Guarantor under the Guarantee); and (iii) the Guarantor, the Company or the Successor Guarantor, as applicable, shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such amalgamation, consolidation, merger, conveyance, transfer, lease or other disposition and, if a supplemental indenture is required in connection with such transaction (or series of transactions), such supplemental indenture, comply with this Section 703(a) and that all conditions precedent herein provided for relating to such transaction have been satisfied. (b) Upon any amalgamation, consolidation or merger, or any conveyance, transfer, lease or other disposition of the properties and assets of the Guarantor substantially as an entirety in accordance with Section 703(a), the Successor Guarantor shall succeed to, and be substituted for, and may exercise every right and power of, the Guarantor under this Supplemental Indenture and the Indenture with the same effect as if such Successor Guarantor had been named as the Guarantor herein; and thereafter, except in the case of a lease, the Guarantor shall be released and relieved from all of its obligations under this Article ~~Seven, and the Guarantee shall be terminated and be of no further force or effect~~IX.

Appears in 2 contracts

Samples: Supplemental Indenture (Autonation, Inc.), Supplemental Indenture (Autonation, Inc.)

Release of Guarantor. (a) ~~In addition to the release provisions set forth in the Indenture, subject to Section 702(d), the~~ A Guarantor shall be automatically released ~~and relieved~~ without any action on the part of the Trustee of the Holders from ~~all of~~ its obligations under this ~~Article Seven,~~ Indenture and ~~the~~ Guarantee ~~shall be terminated and be~~ if: (1) OI Group properly designates any Restricted Subsidiary that is a Guarantor as an Unrestricted Subsidiary; (2) upon any sale or other disposition of ~~no further force~~ all or ~~effect, upon the request~~ substantially all of the ~~Company~~ assets of that Guarantor (~~without the consent~~ including by way of ~~the Trustee~~merger or consolidation) ~~if, immediately~~ to a Person that is not (either before or after giving effect to such ~~release and termination (and~~transaction) a Restricted Subsidiary of OI Group, if ~~applicable, any transaction in connection therewith, including any other concurrent release, termination, repayment or discharge of any other guarantee or other Debt of~~ the ~~Guarantor), the Company would be in compliance with Section 504 hereof, including in the event of a~~ sale or other disposition as of all or substantially all of the assets of that Guarantor complies with Section 4.11 and Section 10.11; or (3) upon any sale of all of the Capital Stock of a ~~result~~ Guarantor to a Person that is not (either before or after giving effect to such transaction) a Restricted Subsidiary of ~~which~~ OI Group, if the sale of all such Capital Stock of that Guarantor ~~would cease to be a Subsidiary~~complies with Section 4.11 and Section 10.11. The Trustee shall receive written notice of the release of any Guarantor if such release is effected other than under Section 10.11. (b) ~~In order to effect~~ Upon the release ~~and termination provided for in Section 702(a)~~of a Guarantee by a Domestic Subsidiary under the Credit Agreement, the ~~Company shall furnish to~~ Guarantee of such Domestic Subsidiary under this Indenture will be released and discharged at such time and, at the Trustee an Officers’ Certificate stating that, immediately after giving effect to such release and termination (as well as any concurrent release, termination, repayment or discharge of any other guarantee or other Debt direction of the Guarantor), the Company will be in compliance with Section 504 hereof. In the event that the release and termination is in connection with a sale or other disposition as a result of which the Guarantor would cease to be a Subsidiary, pro forma effect shall be given to such disposition (including the application of any proceeds therefrom) in determining the Company’s compliance with Section 504 and, accordingly, the amount of Debt subject to the Guarantee and any other Debt of the Guarantor shall be excluded from any calculation thereunder. Notwithstanding any provision to the contrary in the Indenture or this Supplemental Indenture, no opinion, report or certificate, other than the Officers’ Certificate provided for in this Section 702(b), need be furnished to the Trustee for such release and termination. After its receipt of the aforementioned Officers’ Certificate, the Trustee shall execute an appropriate instrument evidencing such release. If any ~~documents reasonably requested by either the Company or the Guarantor in order to evidence the release of the Guarantor from its~~ such Domestic Subsidiary thereafter guarantees obligations under the Credit Agreement (or any released Guarantee under the Credit Agreement is reinstated or renewed), then such Domestic Subsidiary will guarantee the Notes in accordance with this Article ~~Seven~~10. (c) No supplemental indenture, amendment or waiver shall, without the consent of the Holder of each Outstanding Note, release the Guarantor from any of its obligations under Section 701, other than in accordance with the provisions of this Section 702 or the other release provisions set forth in the Indenture, or amend or modify the release provisions of this Section 702. (d) Notwithstanding the release provisions of Section 702(a), the A Guarantor shall ~~not~~ be released from its obligations under this ~~Article Seven and the Guarantee will not be terminated if, immediately after such release and termination (and, if applicable, after giving effect~~ Indenture in accordance with an assignment of obligations to ~~any transaction~~ OI Inc. pursuant to occur concurrently therewith), the Guarantor remains a co-obligor with or a guarantor for, as applicable, the obligations of the Company under any Existing Note. SECTION 703. AMALGAMATION, CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE. (a) Unless the Guarantor has been released, Section 5.03 or in connection with ~~such transaction will be released, from its obligations under~~ the ~~Guarantee in accordance with~~ merger or consolidation of the ~~provisions of Section 702 hereof~~ Company or any ~~other release provision set forth in~~ of the ~~Indenture, the Guarantor shall not amalgamate or consolidate with or merge~~ Guarantors with or into any other ~~Person or convey, transfer, lease or otherwise dispose~~ of its properties and assets substantially as an entirety to any Person by liquidation, winding-up or otherwise (in one transaction or a series of related transactions) unless: (i) immediately after giving effect to such transaction (and treating any Debt which becomes an obligation of the Guarantor or a Subsidiary of the Guarantor in connection with or as a result of such transaction as having been incurred at the time of such transaction), no Default or Event of Default shall have occurred and be continuing; (ii) either (x) the Guarantor shall be the continuing Person or (y) the Person (if other than the Guarantor) formed by such amalgamation or consolidation or into which the Guarantor is merged or the Person which acquires by conveyance, transfer, lease or other disposition the properties and assets of the Guarantor substantially as an entirety (the “Successor Guarantor”) shall, unless the Successor Guarantor is the Company, ~~(A) be a corporation, company, partnership or trust organized and validly existing under the federal laws of Canada~~ OI Group or any ~~Province thereof~~ of the Guarantors or the ~~laws of the United States of America or any State thereof or the District of Columbia and (B) expressly assume~~sale, by an indenture supplemental hereto, executed and delivered to the Trustee, in form satisfactory to the Trustee, all of the obligations of the Guarantor under the Guarantee (provided, however, that the Successor Guarantor shall not be required to execute and deliver such a supplemental indenture in the event of an amalgamation of the Guarantor with one or more other Persons, in which the amalgamation is governed by the laws of Canada or any province thereof, the Successor Guarantor and the Guarantor are, immediately prior to such amalgamation, organized and existing under the laws of Canada or any province thereof and upon the effectiveness of such amalgamation, the Successor Guarantor shall have become or shall continue to be (as the case may be), by operation of law, liable for the observance of all obligations of the Guarantor under the Guarantee); and (iii) the Guarantor, the Company or the Successor Guarantor, as applicable, shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such amalgamation, consolidation, mergerassignment, conveyance, transfer, lease or other disposition ~~and~~of assets between or among the Company, ~~if a supplemental indenture is required in connection with~~ OI Group and any of the Guarantors, so long as such transaction (or series of transactions), such supplemental indenture, comply with this Section 703(a) and that all conditions precedent herein provided for relating to such transaction have been satisfied. (b) Upon any amalgamation, consolidation or merger, or any conveyance, transfer, lease or other disposition of the properties and assets of the Guarantor substantially as an entirety in accordance complies with Section 703(a), the Successor Guarantor shall succeed to, and be substituted for, and may exercise every right and power of, the Guarantor under this Supplemental Indenture and the Indenture with the same effect as if such Successor Guarantor had been named as the Guarantor herein; and thereafter, except in the case of a lease, the Guarantor shall be released and relieved from all of its obligations under this Article Seven, and the Guarantee shall be terminated and be of no further force or effect4.11.

Appears in 2 contracts

Samples: Indenture (Owens-Illinois Healthcare Packaging Inc.), Indenture (Owens Illinois Group Inc)

Release of Guarantor. ~~(a) In addition to the release provisions set forth in the Indenture, subject to Section 702(d), the~~ A Guarantor shall be released and relieved from all of its obligations under this Article Seven, and the Guarantee shall be terminated and be of no further force or effect, upon the request of the Company (without the consent of the Trustee) if, immediately after giving effect to such release and termination (and, if applicable, any transaction in connection therewith, including any other concurrent release, termination, repayment or discharge of any other guarantee or other Debt of the Guarantor), the Company would be in compliance with Section 504 hereof, including in the event of a sale or other disposition as a result of which the Guarantor would cease to be a Subsidiary. (b) In order to effect the release and termination provided for in Section 702(a), the Company shall furnish to the Trustee an Officers’ Certificate stating that, immediately after giving effect to such release and termination (as well as any concurrent release, termination, repayment or discharge of any other guarantee or other Debt of the Guarantor), the Company will be in compliance with Section 504 hereof. In the event that the release and termination is in connection with a sale or other disposition as a result of which the Guarantor would cease to be a Subsidiary, pro forma effect shall be given to such disposition (including the application of any proceeds therefrom) in determining the Company’s compliance with Section 504 and, accordingly, the amount of Debt subject to the Guarantee and any other Debt of the Guarantor shall be excluded from any calculation thereunder. Notwithstanding any provision to the contrary in the Indenture or this Supplemental Indenture, no opinion, report or certificate, other than the Officers’ Certificate provided for in this Section 702(b), need be furnished to the Trustee for such release and termination. After its receipt of the aforementioned Officers’ Certificate, the Trustee shall execute any documents reasonably requested by either the Company or the Guarantor in order to evidence the release of the Guarantor from its obligations under the Guarantee under this Article Seven. (c) No supplemental indenture, amendment or waiver shall, without the consent of the Holder of each Outstanding Note, release the Guarantor from any of its obligations under Section 701, other than in accordance with the provisions of this Section 702 or the other release provisions set forth in the Indenture, or amend or modify the release provisions of this Section 702. (d) Notwithstanding the release provisions of Section 702(a), the Guarantor shall not be automatically released from its obligations under its Note Guarantee and its obligations under this ~~Article Seven and~~ Indenture: (1) in the ~~Guarantee will not~~ event of dissolution of such Guarantor; (2) if such Guarantor ceases to be ~~terminated if~~a Material Domestic Subsidiary, ~~immediately after~~ when it first ceases to be a Material Domestic Subsidiary; (3) upon the substantially simultaneous release, discharge or termination of the guarantee by such ~~release and termination~~ Guarantor of the Material Subject Debt; (~~and, if applicable, after giving effect~~ 4) upon the exercise of the legal defeasance option or covenant defeasance option pursuant to ~~any transaction to occur concurrently therewith), the Guarantor remains a co-obligor with~~ Sections 9.02 or ~~a guarantor for~~9.03 hereof, as applicable, or if the obligations ~~of the Company~~ under any Existing Note. SECTION 703. AMALGAMATION, CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE. (a) Unless the Guarantor has been released, or in connection with such transaction will be released, from its obligations under the Guarantee this Indenture are discharged in accordance with the provisions of Section 702 hereof or any other release provision set forth in the Indenture, the Guarantor shall not amalgamate or consolidate with or merge with or into any other Person or convey, transfer, lease or otherwise dispose of its properties and assets substantially as an entirety to any Person by liquidation, winding-up or otherwise (in one transaction or a series of related transactions) unless: (i) immediately after giving effect to such transaction (and treating any Debt which becomes an obligation of the Guarantor or a Subsidiary of the Guarantor in connection with or as a result of such transaction as having been incurred at the time of such transaction), no Default or Event of Default shall have occurred and be continuingterms hereof; (ii5) ~~either~~ in the case of any Subsidiary that becomes a Guarantor pursuant to clause (xa) under Section 4.06 of this Indenture, upon the occurrence of a Suspension Event; or (6) in the case of any Subsidiary that becomes a Guarantor ~~shall be~~ pursuant to clause (b) under Section 4.06 of this Indenture, upon notice to the ~~continuing Person or~~ Trustee (y) unless otherwise provided in the ~~Person (if other than the~~ applicable supplemental indenture pursuant to which such Subsidiary becomes a Guarantor) ~~formed by such amalgamation~~ or ~~consolidation or into which~~ in any other circumstance described in the Guarantor is merged or the Person which acquires by conveyance, transfer, lease or other disposition the properties and assets of the Guarantor substantially as an entirety (the “Successor Guarantor”) shall, unless the Successor Guarantor is the Company, (A) be a corporation, company, partnership or trust organized and validly existing under the federal laws of Canada or any Province thereof or the laws of the United States of America or any State thereof or the District of Columbia and (B) expressly assume, by an indenture supplemental hereto, executed and delivered to the Trustee, in form satisfactory to the Trustee, all of the obligations of the Guarantor under the Guarantee (provided, however, that the Successor Guarantor shall not be required to execute and deliver such a applicable supplemental indenture pursuant to which such Subsidiary becomes a Guarantor; and in ~~the event of an amalgamation of the Guarantor with one or more other Persons, in which the amalgamation is governed by the laws of Canada or any province thereof~~each such case, the Successor Guarantor and the Guarantor are, immediately prior to such amalgamation, organized and existing under the laws of Canada or any province thereof and upon the effectiveness of such amalgamation, the Successor Guarantor shall have become or shall continue to be (as the case may be), by operation of law, liable for the observance of all obligations of the Guarantor under the Guarantee); and (iii) the Guarantor, the Company or the Successor Guarantor, as applicable, shall have Issuer has delivered to the Trustee an ~~Officers’~~ Officer’s Certificate ~~and~~ or an Opinion of Counsel, each stating that such amalgamation, consolidation, merger, conveyance, transfer, lease or other disposition and, if a supplemental indenture is required in connection with such transaction (or series of transactions), such supplemental indenture, comply with this Section 703(a) and that all conditions precedent herein provided for relating to such ~~transaction~~ transactions have been ~~satisfied. (b) Upon~~ complied with and that such release is authorized and permitted hereunder. The Trustee shall execute any ~~amalgamation, consolidation~~ documents reasonably requested by the Issuer or ~~merger, or any conveyance, transfer, lease or other disposition~~ a Guarantor in order to evidence the release of ~~the properties and assets of the~~ such Guarantor substantially as an entirety in accordance with Section 703(a), the Successor Guarantor shall succeed to, and be substituted for, and may exercise every right and power of, the Guarantor under this Supplemental Indenture and the Indenture with the same effect as if such Successor Guarantor had been named as the Guarantor herein; and thereafter, except in the case of a lease, the Guarantor shall be released and relieved from ~~all of~~ its obligations under its Note Guarantee endorsed on the Notes and under this Article ~~Seven, and the Guarantee shall be terminated and be of no further force or effect~~Ten.

Appears in 2 contracts

Samples: Indenture (News Corp), Indenture (News Corp)

Release of Guarantor. ~~(a) In addition to the release provisions set forth in the Indenture, subject to Section 702(d), the~~ A Guarantor shall be released ~~and relieved~~ from all of its obligations under its Note Guarantee and its obligations under this ~~Article Seven, and the Guarantee shall be terminated and be of no further force or effect, upon the request of the Company~~ Supplemental Indenture: (~~without the consent of the Trustee~~a) if, immediately after giving effect to such release and termination (and, if applicable, any transaction in connection therewith, including any other concurrent release, termination, repayment or discharge of any other guarantee or other Debt of the Guarantor), the Company would be in compliance with Section 504 hereof, including in the event of a sale or other disposition ~~as a result~~ of which the Guarantor would cease to be a Subsidiary. (b) In order to effect the release and termination provided for in Section 702(a), the Company shall furnish to the Trustee an Officers’ Certificate stating that, immediately after giving effect to such release and termination (as well as any concurrent release, termination, repayment all or ~~discharge of any other guarantee or other Debt~~ substantially all of the assets of such Guarantor), ~~the Company will be in compliance with Section 504 hereof. In the event that the release and termination is in connection with~~ by way of merger, consolidation or otherwise, or a sale or other disposition of all of the Voting Stock of such Guarantor then held by the Issuer and the Restricted Subsidiaries; (b) if such Subsidiary Guarantor is designated as ~~a result of which the Guarantor would cease~~ an Unrestricted Subsidiary or otherwise ceases to be a Restricted Subsidiary, ~~pro forma effect shall be given to such disposition (including~~ in each case in accordance with the ~~application~~ provisions of any proceeds therefrom) in determining the Company’s compliance with Section 504 and, accordingly, the amount of Debt subject to the Guarantee and any other Debt of the Guarantor shall be excluded from any calculation thereunder. Notwithstanding any provision to the contrary in the Indenture or this Supplemental Indenture, upon effectiveness of such designation or when it first ceases to be a Restricted Subsidiary, respectively; (c) if such Guarantor would no ~~opinion~~longer be required to issue a Note Guarantee as required under Section 4.19 hereof, ~~report~~ including, without limitation, upon the release of the Guarantor from its liability in respect of Indebtedness of the Issuer or ~~certificate~~a Restricted Subsidiary that required the Guarantor to initially Guarantee the Notes; provided that a Guarantor shall not be permitted to be released from its Note Guarantee if it is an obligor with respect to Indebtedness that would not, ~~other than~~ under Section 4.10 hereof be permitted to be incurred by a Restricted Subsidiary; (d) upon Legal Defeasance of the ~~Officers’ Certificate~~ Notes or satisfaction and discharge of this Supplemental Indenture as provided ~~for~~ by Article 9; or (e) with the consent of the Holders of a majority in ~~this Section 702(b), need be furnished~~ aggregate principal amount of the Notes then outstanding in accordance with Article 8. Upon delivery by the Issuer to the Trustee ~~for such release~~ of an Officer’s Certificate and ~~termination. After its receipt~~ an Opinion of Counsel to the effect that one of the ~~aforementioned Officers’ Certificate~~foregoing requirements has been satisfied and the conditions to the release of a Guarantor from its Note Guarantee under this Section 10.06 have been met, the Trustee shall execute any documents reasonably ~~requested by either the Company or the Guarantor~~ required in order to evidence the release of ~~the~~ such Guarantor from its obligations under ~~the Guarantee under this Article Seven~~its Note Guarantee. (c) No supplemental indenture, amendment or waiver shall, without the consent of the Holder of each Outstanding Note, release the Guarantor from any of its obligations under Section 701, other than in accordance with the provisions of this Section 702 or the other release provisions set forth in the Indenture, or amend or modify the release provisions of this Section 702. (d) Notwithstanding the release provisions of Section 702(a), the Guarantor shall not be released from its obligations under this Article Seven and the Guarantee will not be terminated if, immediately after such release and termination (and, if applicable, after giving effect to any transaction to occur concurrently therewith), the Guarantor remains a co-obligor with or a guarantor for, as applicable, the obligations of the Company under any Existing Note. SECTION 703. AMALGAMATION, CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE. (a) Unless the Guarantor has been released, or in connection with such transaction will be released, from its obligations under the Guarantee in accordance with the provisions of Section 702 hereof or any other release provision set forth in the Indenture, the Guarantor shall not amalgamate or consolidate with or merge with or into any other Person or convey, transfer, lease or otherwise dispose of its properties and assets substantially as an entirety to any Person by liquidation, winding-up or otherwise (in one transaction or a series of related transactions) unless: (i) immediately after giving effect to such transaction (and treating any Debt which becomes an obligation of the Guarantor or a Subsidiary of the Guarantor in connection with or as a result of such transaction as having been incurred at the time of such transaction), no Default or Event of Default shall have occurred and be continuing; (ii) either (x) the Guarantor shall be the continuing Person or (y) the Person (if other than the Guarantor) formed by such amalgamation or consolidation or into which the Guarantor is merged or the Person which acquires by conveyance, transfer, lease or other disposition the properties and assets of the Guarantor substantially as an entirety (the “Successor Guarantor”) shall, unless the Successor Guarantor is the Company, (A) be a corporation, company, partnership or trust organized and validly existing under the federal laws of Canada or any Province thereof or the laws of the United States of America or any State thereof or the District of Columbia and (B) expressly assume, by an indenture supplemental hereto, executed and delivered to the Trustee, in form satisfactory to the Trustee, all of the obligations of the Guarantor under the Guarantee (provided, however, that the Successor Guarantor shall not be required to execute and deliver such a supplemental indenture in the event of an amalgamation of the Guarantor with one or more other Persons, in which the amalgamation is governed by the laws of Canada or any province thereof, the Successor Guarantor and the Guarantor are, immediately prior to such amalgamation, organized and existing under the laws of Canada or any province thereof and upon the effectiveness of such amalgamation, the Successor Guarantor shall have become or shall continue to be (as the case may be), by operation of law, liable for the observance of all obligations of the Guarantor under the Guarantee); and (iii) the Guarantor, the Company or the Successor Guarantor, as applicable, shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such amalgamation, consolidation, merger, conveyance, transfer, lease or other disposition and, if a supplemental indenture is required in connection with such transaction (or series of transactions), such supplemental indenture, comply with this Section 703(a) and that all conditions precedent herein provided for relating to such transaction have been satisfied. (b) Upon any amalgamation, consolidation or merger, or any conveyance, transfer, lease or other disposition of the properties and assets of the Guarantor substantially as an entirety in accordance with Section 703(a), the Successor Guarantor shall succeed to, and be substituted for, and may exercise every right and power of, the Guarantor under this Supplemental Indenture and the Indenture with the same effect as if such Successor Guarantor had been named as the Guarantor herein; and thereafter, except in the case of a lease, the Guarantor shall be released and relieved from all of its obligations under this Article Seven, and the Guarantee shall be terminated and be of no further force or effect.

Appears in 2 contracts

Samples: First Supplemental Indenture (American Greetings Corp), First Supplemental Indenture (American Greetings Corp)

Release of Guarantor. (a) In addition to the release provisions set forth in the Indenture, subject to Section 702(d), the Guarantor shall be released and relieved from all of its obligations under this Article Seven, and the Guarantor’s Guarantee shall be terminated and be of no further force or effect, upon the request of the Company (without the consent of the Trustee) if, immediately after giving effect to such release and termination (and, if applicable, any transaction in connection therewith, including any other concurrent release, termination, repayment or discharge of any other guarantee or other Debt of the Guarantor), the Company would be in compliance with Section 504 hereof, including in the event of a sale or other disposition as a result of which the Guarantor would cease to be a Subsidiary. (b) In order to effect the release and termination provided for in Section 702(a), the Company shall furnish to the Trustee an Officers’ Certificate stating that, immediately after giving effect to such release and termination (as well as any concurrent release, termination, repayment or discharge of any other guarantee or other Debt of the Guarantor), the Company will be in compliance with Section 504 hereof. In the event that the release and termination is in connection with a sale or other disposition as a result of which the Guarantor would cease to be a Subsidiary, pro forma effect shall be given to such disposition (including the application of any proceeds therefrom) in determining the Company’s compliance with Section 504 and, accordingly, the amount of Debt subject to the Guarantee of the Guarantor and any other Debt of the Guarantor shall be excluded from any calculation thereunder. Notwithstanding any provision to the contrary in the Indenture or this Supplemental Indenture, no opinion, report or certificate, other than the Officers’ Certificate provided for in this Section 702(b), need be furnished to the Trustee for such release and termination. After its receipt of the aforementioned Officers’ Certificate, the Trustee shall execute any documents reasonably requested by either the Company or the Guarantor in order to evidence the release of the Guarantor from its obligations under the Guarantee under this Article Seven. (c) No supplemental indenture, amendment or waiver shall, without the consent of the Holder of each Outstanding Note, release the Guarantor from any of its obligations under Section 701, other than in accordance with the provisions of this Section 702 or the other release provisions set forth in the Indenture, or amend or modify the release provisions of this Section 702. (d) Notwithstanding the release provisions of Section 702(a), the Guarantor shall not be released from its obligations under this Article Seven and the Guarantee will not be terminated if, immediately after such release and termination (and, if applicable, after giving effect to any transaction to occur concurrently therewith), the Guarantor remains a co-obligor with or a guarantor for, as applicable, the obligations of the Company under any Existing Note~~. SECTION 703. AMALGAMATION, CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE~~. (a) Unless the Guarantor has been released, or in connection with such transaction will be released, from its obligations under the Guarantee in accordance with the provisions of Section 702 hereof or any other release provision set forth in the Indenture, the Guarantor shall not amalgamate or consolidate with or merge with or into any other Person or convey, transfer, lease or otherwise dispose of its properties and assets substantially as an entirety to any Person by liquidation, winding-up or otherwise (in one transaction or a series of related transactions) unless: (i) immediately after giving effect to such transaction (and treating any Debt which becomes an obligation of the Guarantor or a Subsidiary of the Guarantor in connection with or as a result of such transaction as having been incurred at the time of such transaction), no Default or Event of Default shall have occurred and be continuing; (ii) either (x) the Guarantor shall be the continuing Person or (y) the Person (if other than the Guarantor) formed by such amalgamation or consolidation or into which the Guarantor is merged or the Person which acquires by conveyance, transfer, lease or other disposition the properties and assets of the Guarantor substantially as an entirety (the “Successor Guarantor”) shall, unless the Successor Guarantor is the Company, (A) be a corporation, company, partnership or trust organized and validly existing under the federal laws of Canada or any Province thereof or the laws of the United States of America or any State thereof or the District of Columbia and (B) expressly assume, by an indenture supplemental hereto, executed and delivered to the Trustee, in form satisfactory to the Trustee, all of the obligations of the Guarantor under the Guarantee (provided, however, that the Successor Guarantor shall not be required to execute and deliver such a supplemental indenture in the event of an amalgamation of the Guarantor with one or more other Persons, in which the amalgamation is governed by the laws of Canada or any province thereof, the Successor Guarantor and the Guarantor are, immediately prior to such amalgamation, organized and existing under the laws of Canada or any province thereof and upon the effectiveness of such amalgamation, the Successor Guarantor shall have become or shall continue to be (as the case may be), by operation of law, liable for the observance of all obligations of the Guarantor under the Guarantee); and (iii) the Guarantor, the Company or the Successor Guarantor, as applicable, shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such amalgamation, consolidation, merger, conveyance, transfer, lease or other disposition and, if a supplemental indenture is required in connection with such transaction (or series of transactions), such supplemental indenture, comply with this Section 703(a) and that all conditions precedent herein provided for relating to such transaction have been satisfied. (b) Upon any amalgamation, consolidation or merger, or any conveyance, transfer, lease or other disposition of the properties and assets of the Guarantor substantially as an entirety in accordance with Section 703(a), the Successor Guarantor shall succeed to, and be substituted for, and may exercise every right and power of, the Guarantor under this Supplemental Indenture and the Indenture with the same effect as if such Successor Guarantor had been named as the Guarantor herein; and thereafter, except in the case of a lease, the Guarantor shall be released and relieved from all of its obligations under this Article Seven, and the Guarantee shall be terminated and be of no further force or effect.

Appears in 2 contracts

Samples: Thirteenth Supplemental Indenture (Rogers Communications Inc), Twelfth Supplemental Indenture (Rogers Communications Inc)

Release of Guarantor. (a) In addition to the release provisions set forth in the Indenture, subject to Section 702(d), the Guarantor shall be released and relieved from all of its obligations under this Article Seven, and the A Guarantor’s Notes Guarantee shall ~~be terminated~~ terminate and be of no further force and effect and such Guarantor shall be deemed to be released from all obligations under this Article X: (a) upon the sale (including any sale pursuant to any exercise of remedies by a holder of Indebtedness of the Company or ~~effect~~of such Guarantor) or other disposition of such Guarantor (including by way of merger, consolidation or sale of its Capital Stock and whether or not such Guarantor is the surviving corporation in such transaction), (b) upon the sale or disposition of all or substantially all of the assets of such Guarantor (other than by lease), (c) upon the designation of such Guarantor as an Unrestricted Subsidiary in accordance with the terms of this Indenture, (d) upon exercise by the Company of its option to elect Covenant Defeasance or Legal Defeasance pursuant to Article VIII, (e) upon a liquidation or dissolution of such Guarantor in a manner not prohibited by this Indenture, (f) upon the release or discharge of the Guarantee that resulted in the creation of such Notes Guarantee pursuant to Section 4.11 (unless, at such time, such Guarantor would be required to provide a Notes Guarantee pursuant to Section 4.11), except a release or discharge by or as a result of payment under such Guarantee, or (g) upon the discharge of the Company’s obligations under this Indenture in accordance with Section 8.01 or otherwise in accordance with the terms of this Indenture; provided, however, that in the case of clauses (a) and (b) of this Section 10.06, (i) such sale or other disposition is made to a Person other than the Company, a Restricted Subsidiary or any of their Affiliates and (ii) such sale or disposition is otherwise permitted by this Indenture. At the request of the ~~Company (without the consent of the Trustee) if~~Company, immediately after giving effect to such release and termination (and, if applicable, any transaction in connection therewith, including any other concurrent release, termination, repayment or discharge of any other guarantee or other Debt of the Guarantor), the Company would be in compliance with Section 504 hereof, including in the event of a sale or other disposition as a result of which the Guarantor would cease to be a Subsidiary. (b) In order to effect the release and termination provided for in Section 702(a), the Company shall furnish to the Trustee accompanied by an Officers’ Certificate ~~stating that, immediately after giving effect~~ and Opinion of Counsel confirming that all conditions precedent to such release and termination (as well as any concurrent release, termination, repayment or discharge of any other guarantee or other Debt of the Guarantor), the Company will be in compliance with Section 504 hereof. In the event that the release and termination is in connection with a sale or other disposition as a result of which the Guarantor would cease to be a Subsidiary, pro forma effect shall be given to such disposition (including the application of any proceeds therefrom) in determining the Company’s compliance with Section 504 and, accordingly, the amount of Debt subject to the Guarantee and any other Debt of the Guarantor shall be excluded from any calculation thereunder. Notwithstanding any provision to the contrary in the Indenture or this Supplemental Indenture, no opinion, report or certificate, other than the Officers’ Certificate provided for in this Section 702(b), need be furnished to the Trustee for such release and termination. After its receipt of the aforementioned Officers’ Certificatehave been complied with, the Trustee shall execute any documents reasonably requested by either the Company or the Guarantor in order to evidence the release of the Guarantor from its obligations under the Guarantee under this Article Seven. (c) No supplemental indenture, amendment or waiver shall, without the consent of the Holder of each Outstanding Note, release the Guarantor from any of its obligations under Section 701, other than in accordance with the provisions of this Section 702 or the other release provisions set forth in the Indenture, or amend or modify the release provisions of this Section 702. (d) Notwithstanding the release provisions of Section 702(a), the Guarantor shall not be released from its obligations under this Article Seven and the Guarantee will not be terminated if, immediately after such release and termination (and, if applicable, after giving effect to any transaction to occur concurrently therewith), the Guarantor remains a co-obligor with or a guarantor for, as applicable, the obligations of the Company under any Existing Note. SECTION 703. AMALGAMATION, CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE. (a) Unless the Guarantor has been released, or in connection with such transaction will be released, from its obligations under the Guarantee in accordance with the provisions of Section 702 hereof or any other release provision set forth in the Indenture, the Guarantor shall not amalgamate or consolidate with or merge with or into any other Person or convey, transfer, lease or otherwise dispose of its properties and assets substantially as an entirety to any Person by liquidation, winding-up or otherwise (in one transaction or a series of related transactions) unless: (i) immediately after giving effect to such transaction (and treating any Debt which becomes an obligation of the Guarantor or a Subsidiary of the Guarantor in connection with or as a result of such transaction as having been incurred at the time of such transaction), no Default or Event of Default shall have occurred and be continuing; (ii) either (x) the Guarantor shall be the continuing Person or (y) the Person (if other than the Guarantor) formed by such amalgamation or consolidation or into which the Guarantor is merged or the Person which acquires by conveyance, transfer, lease or other disposition the properties and assets of the Guarantor substantially as an entirety (the “Successor Guarantor”) shall, unless the Successor Guarantor is the Company, (A) be a corporation, company, partnership or trust organized and validly existing under the federal laws of Canada or any Province thereof or the laws of the United States of America or any State thereof or the District of Columbia and (B) expressly assume, by an indenture supplemental hereto, executed and delivered to the Trustee, in form satisfactory to the Trustee, all of the obligations of the Guarantor under the Guarantee (provided, however, that the Successor Guarantor shall not be required to execute and deliver an appropriate instrument evidencing such a supplemental indenture in the event of an amalgamation of the Guarantor with one or more other Persons, in which the amalgamation is governed by the laws of Canada or any province thereof, the Successor Guarantor and the Guarantor are, immediately prior to such amalgamation, organized and existing under the laws of Canada or any province thereof and upon the effectiveness of such amalgamation, the Successor Guarantor shall have become or shall continue to be (as the case may be), by operation of law, liable for the observance of all obligations of the Guarantor under the Guarantee); and (iii) the Guarantor, the Company or the Successor Guarantor, as applicable, shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such amalgamation, consolidation, merger, conveyance, transfer, lease or other disposition and, if a supplemental indenture is required in connection with such transaction (or series of transactions), such supplemental indenture, comply with this Section 703(a) and that all conditions precedent herein provided for relating to such transaction have been satisfiedrelease. (b) Upon any amalgamation, consolidation or merger, or any conveyance, transfer, lease or other disposition of the properties and assets of the Guarantor substantially as an entirety in accordance with Section 703(a), the Successor Guarantor shall succeed to, and be substituted for, and may exercise every right and power of, the Guarantor under this Supplemental Indenture and the Indenture with the same effect as if such Successor Guarantor had been named as the Guarantor herein; and thereafter, except in the case of a lease, the Guarantor shall be released and relieved from all of its obligations under this Article Seven, and the Guarantee shall be terminated and be of no further force or effect.

Appears in 2 contracts

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

Release of Guarantor. (a) ~~In addition~~ Upon the sale, assignment, transfer, conveyance, exchange or other disposition (including by way of consolidation, merger or otherwise) of such Guarantor; (b) upon the sale or disposition of all or substantially all of the assets of such Guarantor (in case of clauses (a) and (b), other than a sale, assignment, transfer, conveyance, exchange or other disposition to the release provisions set forth in the Indenture, subject to Section 702(d), the Guarantor shall be released and relieved from all of its obligations under this Article Seven, and the Guarantee shall be terminated and be of no further force Company or ~~effect, upon the request~~ an Affiliate of the Company ~~(without the consent of the Trustee) if, immediately after giving effect to such release~~ and termination (and, if applicable, any transaction in connection therewith, including any other concurrent release, termination, repayment or discharge of any other guarantee or other Debt of the Guarantor), as permitted by this Indenture and the Company ~~would be in compliance~~ complies with Section 504 hereof, including in the event of a sale or other disposition as a result of which the Guarantor would cease to be a Subsidiary. (b) In order to effect the release and termination provided for in Section 702(a), the Company shall furnish to the Trustee an Officers’ Certificate stating that, immediately after giving effect to such release and termination (as well as any concurrent release, termination, repayment or discharge of any other guarantee or other Debt of the Guarantor), the Company will be in compliance with Section 504 hereof. In the event that the release and termination is in connection with a sale or other disposition as a result of which the Guarantor would cease to be a Subsidiary, pro forma effect shall be given to such disposition (including the application of any proceeds therefrom) in determining the Company’s compliance with Section 504 and, accordingly, the amount of Debt subject to the Guarantee and any other Debt of the Guarantor shall be excluded from any calculation thereunder. Notwithstanding any provision to the contrary in the Indenture or this Supplemental Indenture, no opinion, report or certificate, other than the Officers’ Certificate provided for in this Section 702(b), need be furnished to the Trustee for such release and termination. After its receipt of the aforementioned Officers’ Certificate, the Trustee shall execute any documents reasonably requested by either the Company or the Guarantor in order to evidence the release of the Guarantor from its obligations under the Guarantee under this Article Seven. (c) No supplemental indenture, amendment or waiver shall, without the consent of the Holder of each Outstanding Note, release the Guarantor from any of its obligations under Section ~~701, other than~~ 4.08 hereof and if in accordance with the provisions of this Section 702 or the other release provisions set forth in the Indenture, or amend or modify the release provisions of this Section 702. (d) Notwithstanding the release provisions of Section 702(a), the Guarantor shall not be released from its obligations under this Article Seven and the Guarantee will not be terminated if, immediately after such release and termination (and, if applicable, after giving effect to any transaction to occur concurrently therewith), the Guarantor remains a co-obligor with or a guarantor for, as applicable, the obligations of connection therewith the Company under any Existing Note. SECTION 703. AMALGAMATION, CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE. (a) Unless the Guarantor has been released, or in connection with such transaction will be released, from its obligations under the Guarantee in accordance with the provisions of Section 702 hereof or any other release provision set forth in the Indenture, the Guarantor shall not amalgamate or consolidate with or merge with or into any other Person or convey, transfer, lease or otherwise dispose of its properties and assets substantially as an entirety to any Person by liquidation, winding-up or otherwise (in one transaction or a series of related transactions) unless: (i) immediately after giving effect to such transaction (and treating any Debt which becomes an obligation of the Guarantor or a Subsidiary of the Guarantor in connection with or as a result of such transaction as having been incurred at the time of such transaction), no Default or Event of Default shall have occurred and be continuing; (ii) either (x) the Guarantor shall be the continuing Person or (y) the Person (if other than the Guarantor) formed by such amalgamation or consolidation or into which the Guarantor is merged or the Person which acquires by conveyance, transfer, lease or other disposition the properties and assets of the Guarantor substantially as an entirety (the “Successor Guarantor”) shall, unless the Successor Guarantor is the Company, (A) be a corporation, company, partnership or trust organized and validly existing under the federal laws of Canada or any Province thereof or the laws of the United States of America or any State thereof or the District of Columbia and (B) expressly assume, by an indenture supplemental hereto, executed and delivered to the Trustee, in form satisfactory to the Trustee, all of the obligations of the Guarantor under the Guarantee (provided, however, that the Successor Guarantor shall not be required to execute and deliver such a supplemental indenture in the event of an amalgamation of the Guarantor with one or more other Persons, in which the amalgamation is governed by the laws of Canada or any province thereof, the Successor Guarantor and the Guarantor are, immediately prior to such amalgamation, organized and existing under the laws of Canada or any province thereof and upon the effectiveness of such amalgamation, the Successor Guarantor shall have become or shall continue to be (as the case may be), by operation of law, liable for the observance of all obligations of the Guarantor under the Guarantee); and (iii) the Guarantor, the Company or the Successor Guarantor, as applicable, shall have delivered to the Trustee provides an Officers’ Certificate and an Opinion of ~~Counsel~~Counsel to the Trustee, each stating that all conditions precedent provided for in this Indenture relating to such ~~amalgamation, consolidation, merger, conveyance, transfer, lease~~ transactions or ~~other disposition and~~release have been complied with); (c) upon the release or discharge of such Guarantor from its guarantee, if ~~a supplemental indenture is required~~ any, and of all pledges and security, if any, granted by such Guarantor in connection with the Debt Facility, except a release or discharge by or as a result of payment under such ~~transaction~~ guarantee; or (~~or series~~ d) upon designation of ~~transactions)~~a Guarantor as an Unrestricted Subsidiary pursuant to the terms of this Indenture, such ~~supplemental indenture, comply with~~ Guarantor shall be deemed released from all obligations under this ~~Section 703(a) and that all conditions precedent herein provided for relating to such transaction have been satisfied. (b) Upon~~ Article 11 without any ~~amalgamation, consolidation or merger,~~ further action required on the part of the Trustee or any ~~conveyance, transfer, lease~~ Holder. If the Company exercises its Legal Defeasance option or ~~other disposition~~ its Covenant Defeasance option in accordance with the provisions of ~~the properties and assets of the Guarantor substantially as an entirety~~ Article 8 hereof or if its obligations under this Indenture are discharged in accordance with Section ~~703(a)~~8.06 hereof, each Guarantor shall be released from all obligations under this Article 11 without any further action required on the part of the Trustee or any Holder. At the request of the Company and if in connection therewith the Company provides an Officers’ Certificate and an Opinion of Counsel to the Trustee, each stating that all the conditions precedent provided for in this Indenture relating to the execution of such instrument have been complied with, the ~~Successor~~ Trustee shall execute and deliver an appropriate instrument evidencing the release of a Guarantor ~~shall succeed to, and be substituted for, and may exercise every right and power of,~~ pursuant to this Section 11.02. In the event that any released Guarantor ~~under this Supplemental Indenture and the Indenture with the same effect as if such Successor Guarantor had been named as the Guarantor herein; and thereafter, except~~ (in the case of clauses (c) or (d) above) thereafter borrows money or guarantees Indebtedness under the Debt Facility, such former Guarantor will again provide a ~~lease, the Guarantor shall be released and relieved from all of its obligations under this Article Seven, and the Guarantee shall be terminated and be of no further force or effect~~Guarantee.

Appears in 2 contracts

Samples: Seventh Supplemental Indenture (Central Garden & Pet Co), Third Supplemental Indenture (Central Garden & Pet Co)

Release of Guarantor. ~~(a) In addition to the release provisions set forth in the Indenture, subject to Section 702(d), the~~ The Guarantor shall be released ~~and relieved~~ from all of its obligations under ~~this Article Seven, and~~ the Guarantee ~~shall be terminated~~ and be under this Indenture if: (a) the Company or the Guarantor has transferred all or substantially all of ~~no further force~~ its properties and assets to any Person (whether by sale, merger or ~~effect~~consolidation or otherwise), ~~upon~~ or has merged into or consolidated with another Person, pursuant to a transaction in compliance with this Indenture; (b) the ~~request~~ corporation to whom all or substantially all of the properties and assets of the Company ~~(without~~ or the ~~consent~~ Guarantor are transferred, or whom the Company or the Guarantor has merged into or consolidated with, has expressly assumed, by an indenture supplemental hereto, executed and delivered to the Trustee, in form satisfactory to the Trustee, all the obligations of the ~~Trustee~~Guarantor under the Guarantee and this Indenture; (c) ~~if,~~ immediately before and immediately after giving effect to such release and termination (and, if applicable, any transaction in connection therewith, including any other concurrent release, termination, repayment or discharge of any other guarantee or other Debt of the Guarantor), the Company would be in compliance with Section 504 hereof, including in the event of a sale or other disposition as a result of which the Guarantor would cease to be a Subsidiary. (b) In order to effect the release and termination provided for in Section 702(a), the Company shall furnish to the Trustee an Officers’ Certificate stating that, immediately after giving effect to such release and termination (as well as any concurrent release, termination, repayment or discharge of any other guarantee or other Debt of the Guarantor), the Company will be in compliance with Section 504 hereof. In the event that the release and termination is in connection with a sale or other disposition as a result of which the Guarantor would cease to be a Subsidiary, pro forma effect shall be given to such disposition (including the application of any proceeds therefrom) in determining the Company’s compliance with Section 504 and, accordingly, the amount of Debt subject to the Guarantee and any other Debt of the Guarantor shall be excluded from any calculation thereunder. Notwithstanding any provision to the contrary in the Indenture or this Supplemental Indenturetransaction, no ~~opinion~~Event of Default, ~~report~~ and no event or certificate, other than the Officers’ Certificate provided for in this Section 702(b), need be furnished to the Trustee for such release and termination. After its receipt of the aforementioned Officers’ Certificate, the Trustee shall execute any documents reasonably requested by either the Company or the Guarantor in order to evidence the release of the Guarantor from its obligations under the Guarantee under this Article Seven. (c) No supplemental indenture, amendment or waiver shall, without the consent of the Holder of each Outstanding Note, release the Guarantor from any of its obligations under Section 701, other than in accordance with the provisions of this Section 702 or the other release provisions set forth in the Indenture, or amend or modify the release provisions of this Section 702. (d) Notwithstanding the release provisions of Section 702(a), the Guarantor shall not be released from its obligations under this Article Seven and the Guarantee will not be terminated if, immediately after such release and termination (and, if applicablecondition which, after ~~giving effect to any transaction to occur concurrently therewith)~~notice or lapse of time or both, the Guarantor remains a co-obligor with or a guarantor for, as applicable, the obligations of the Company under any Existing Note. SECTION 703. AMALGAMATION, CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE. (a) Unless the Guarantor has been released, or in connection with such transaction will be released, from its obligations under the Guarantee in accordance with the provisions of Section 702 hereof or any other release provision set forth in the Indenture, the Guarantor shall not amalgamate or consolidate with or merge with or into any other Person or convey, transfer, lease or otherwise dispose of its properties would become and assets substantially as an entirety to any Person by liquidation, winding-up or otherwise (in one transaction or a series of related transactions) unless: (i) immediately after giving effect to such transaction (and treating any Debt which becomes an obligation of the Guarantor or a Subsidiary of the Guarantor in connection with or as a result of such transaction as having been incurred at the time of such transaction), no Default or Event of ~~Default~~ Default, shall have occurred and be continuing;; and (~~ii) either (x~~d) the Guarantor ~~shall be~~ has delivered to the ~~continuing Person~~ Trustee an Officers' Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indenture comply with this Section 12.3 and that all conditions precedent herein provided for relating to such transaction have been complied with; or (ye) the ~~Person~~ Guarantor liquidates (if other than pursuant to any Bankruptcy Law) and complies, if applicable, with the ~~Guarantor) formed by such amalgamation~~ provisions of this Indenture; provided that if a Person and its Affiliates, if any, shall acquire all or ~~consolidation or into which~~ substantially all of the ~~Guarantor is merged or the Person which acquires by conveyance, transfer, lease or other disposition the properties and~~ assets of the Guarantor ~~substantially as an entirety~~ upon such liquidation the Guarantor shall liquidate only if: (i) the ~~“Successor Guarantor”) shall, unless the Successor Guarantor is the Company,~~ Person and each such Affiliate (~~A) be a corporation, company, partnership or trust organized and validly existing under the federal laws of Canada or any Province thereof~~ or the ~~laws~~ common corporate parent of such Person and its Affiliates, if such Person and its Affiliates are wholly owned by such parent) which acquire or will acquire all or a portion of the ~~United States~~ assets of ~~America or any State thereof or~~ the ~~District of Columbia and (B)~~ Guarantor shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Trustee, in form satisfactory to the Trustee, all of the obligations of the ~~Guarantor~~ Guarantor, under the Guarantee ~~(provided, however, that the Successor Guarantor shall not be required to execute~~ and ~~deliver~~ this Indenture and such ~~a supplemental indenture in the event of an amalgamation of the Guarantor with one or more other Persons, in which the amalgamation is governed by the laws of Canada~~ Person or any ~~province thereof, the Successor Guarantor and the Guarantor are, immediately prior to~~ of such ~~amalgamation,~~ Affiliates (or such parent) shall be a corporation organized and existing under the laws of ~~Canada~~ the United States or any ~~province~~ State thereof or the District of Columbia; (ii) immediately after giving effect to such transaction, no Event of Default, and ~~upon the effectiveness~~ no event or condition which, after notice or lapse of ~~such amalgamation~~time or both, ~~the Successor Guarantor~~ would become an Event of Default, shall have ~~become or shall continue to~~ occurred and be ~~(as the case may be), by operation of law, liable for the observance of all obligations of the Guarantor under the Guarantee)~~continuing; and (iii) the ~~Guarantor, the Company or the Successor Guarantor, as applicable, shall have~~ Guarantor has delivered to the Trustee an Officers’ ' Certificate and an Opinion of Counsel, each stating that such ~~amalgamation, consolidation, merger, conveyance, transfer, lease or other disposition and, if a~~ liquidation and such supplemental indenture ~~is required in connection with such transaction (or series of transactions), such supplemental indenture,~~ comply with this Section ~~703(a)~~ 12.3 and that all conditions precedent herein provided for relating to such transaction have been ~~satisfied.~~complied with; or (biv) ~~Upon~~ the Company ceases for any ~~amalgamation, consolidation or merger, or any conveyance, transfer, lease or other disposition of the properties and assets~~ reason to be a "wholly owned subsidiary" of the Guarantor ~~substantially~~ (as ~~an entirety~~ such term is defined in ~~accordance with~~ Rule 1-02(z) of the Regulation S-X promulgated by the Commission). Upon any assumption of the Guarantee by any Person pursuant to this Section ~~703(a)~~12.3, ~~the Successor Guarantor shall succeed to, and be substituted for, and~~ such Person may exercise every right and power ~~of,~~ of the Guarantor under this ~~Supplemental Indenture and the~~ Indenture with the same effect as if such ~~Successor Guarantor~~ successor corporation had been named as the Guarantor herein~~; and thereafter, except in the case of a lease, the Guarantor shall be released and relieved from all of its obligations under this Article Seven~~, and all the obligations of the Guarantor, hereunder and under the Guarantee and the Indenture shall ~~be terminated and be of no further force or effect~~terminate.

Appears in 2 contracts

Samples: Indenture (Harrahs Entertainment Inc), Indenture (Harrahs Operating Co Inc)

Release of Guarantor. (a) ~~In addition to the release provisions set forth in the Indenture, subject to Section 702(d), the~~ The Note Guarantee of a Subsidiary Guarantor shall be released and relieved ~~from all~~ of ~~its~~ any obligations under ~~this Article Seven~~its Note Guarantee, ~~and the Guarantee shall be terminated and be~~ (i) in connection with any sale or other disposition of ~~no further force~~ Capital Stock of such Subsidiary Guarantor to a Person that is not (either before or ~~effect, upon the request of the Company (without the consent of the Trustee) if, immediately~~ after giving effect to such ~~release and termination (and, if applicable, any transaction in connection therewith, including any other concurrent release, termination, repayment or discharge of any other guarantee or other Debt~~ transaction) a Restricted Subsidiary of the ~~Guarantor)~~Company where, the Company would be in compliance with Section 504 hereof, including in the event of a sale or other disposition as a result of which the Guarantor would cease to be a Subsidiary. (b) In order to effect the release and termination provided for in Section 702(a), the Company shall furnish to the Trustee an Officers’ Certificate stating that, immediately after giving effect to such sale or other disposition, such Subsidiary Guarantor would no longer constitute a Subsidiary of the Company, if such sale of Capital Stock of that Guarantor complies with Section 4.10; (ii) if the Company properly designates any Restricted Subsidiary that is a Subsidiary Guarantor as an Unrestricted Subsidiary under this Indenture; or (iii) solely in the case of a Note Guarantee created pursuant to Section 4.18(b), upon the release ~~and termination (as well as any concurrent release, termination, repayment~~ or discharge of ~~any other guarantee or other Debt~~ the Guarantee which resulted in the creation of ~~the Guarantor~~such Note Guarantee pursuant to Section 4.18(b), ~~the Company will be in compliance with Section 504 hereof. In the event that the~~ except a discharge or release ~~and termination is in connection with a sale~~ by or ~~other disposition~~ as a result of ~~which~~ payment under such Guarantee. Upon delivery by the Guarantor would cease to be a Subsidiary, pro forma effect shall be given to such disposition (including the application of any proceeds therefrom) in determining the Company’s compliance with Section 504 and, accordingly, the amount of Debt subject to the Guarantee and any other Debt of the Guarantor shall be excluded from any calculation thereunder. Notwithstanding any provision to the contrary in the Indenture or this Supplemental Indenture, no opinion, report or certificate, other than the Officers’ Certificate provided for in this Section 702(b), need be furnished Company to the Trustee ~~for such release and termination. After its receipt~~ of an Officers' Certificate to the effect that one of the ~~aforementioned Officers’ Certificate~~foregoing requirements has been satisfied and the conditions to the release of a Subsidiary Guarantor under this Section 10.05 have been met, the Trustee shall execute any documents reasonably ~~requested by either the Company or the Guarantor~~ required in order to evidence the release of ~~the~~ such Subsidiary Guarantor from its obligations under its Note Guarantee, subject to the ~~Guarantee under this Article Seven~~right of the Trustee, in its discretion, to request an Opinion of Counsel pursuant to Section 7.02(b). (cb) ~~No supplemental indenture, amendment or waiver shall, without the consent of the Holder of each Outstanding Note, release the~~ Any Guarantor from any of its obligations under Section 701, other than in accordance with the provisions of this Section 702 or the other release provisions set forth in the Indenture, or amend or modify the release provisions of this Section 702. (d) Notwithstanding the release provisions of Section 702(a), the Guarantor shall not be released from its obligations under ~~this Article Seven and the~~ its Note Guarantee will not be terminated if, immediately after such release and termination (and, if applicable, after giving effect to any transaction to occur concurrently therewith), the Guarantor remains a co-obligor with or a guarantor for, as applicable, the obligations of the Company under any Existing Note. SECTION 703. AMALGAMATION, CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE. (a) Unless the Guarantor has been released, or in connection with such transaction will be released, from its obligations under the Guarantee in accordance with the provisions of Section 702 hereof or any other release provision set forth in the Indenture, the Guarantor shall not amalgamate or consolidate with or merge with or into any other Person or convey, transfer, lease or otherwise dispose of its properties and assets substantially as an entirety to any Person by liquidation, winding-up or otherwise (in one transaction or a series of related transactions) unless: (i) immediately after giving effect to such transaction (and treating any Debt which becomes an obligation of the Guarantor or a Subsidiary of the Guarantor in connection with or as a result of such transaction as having been incurred at the time of such transaction), no Default or Event of Default shall have occurred and be continuing; (ii) either (x) the Guarantor shall be the continuing Person or (y) the Person (if other than the Guarantor) formed by such amalgamation or consolidation or into which the Guarantor is merged or the Person which acquires by conveyance, transfer, lease or other disposition the properties and assets of the Guarantor substantially as an entirety (the “Successor Guarantor”) shall, unless the Successor Guarantor is the Company, (A) be a corporation, company, partnership or trust organized and validly existing under the federal laws of Canada or any Province thereof or the laws of the United States of America or any State thereof or the District of Columbia and (B) expressly assume, by an indenture supplemental hereto, executed and delivered to the Trustee, in form satisfactory to the Trustee, all of the obligations of the Guarantor under the Guarantee (provided, however, that the Successor Guarantor shall not be required to execute and deliver such a supplemental indenture in the event of an amalgamation of the Guarantor with one or more other Persons, in which the amalgamation is governed by the laws of Canada or any province thereof, the Successor Guarantor and the Guarantor are, immediately prior to such amalgamation, organized and existing under the laws of Canada or any province thereof and upon the effectiveness of such amalgamation, the Successor Guarantor shall have become or shall continue to be (as the case may be), by operation of law, remain liable for the ~~observance~~ full amount of ~~all~~ principal of and accrued and unpaid interest and Liquidated Damages, if any, on the Notes and for the other obligations of the Guarantor under the Guarantee); and (iii) the Guarantor, the Company or the Successor Guarantor, as applicable, shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such amalgamation, consolidation, merger, conveyance, transfer, lease or other disposition and, if a supplemental indenture is required in connection with such transaction (or series of transactions), such supplemental indenture, comply with this Section 703(a) and that all conditions precedent herein provided for relating to such transaction have been satisfied. (b) Upon any amalgamation, consolidation or merger, or any conveyance, transfer, lease or other disposition of the properties and assets of the Guarantor substantially as an entirety in accordance with Section 703(a), the Successor Guarantor shall succeed to, and be substituted for, and may exercise every right and power of, the Guarantor under this ~~Supplemental~~ Indenture ~~and the Indenture with the same effect~~ as ~~if such Successor Guarantor had been named as the Guarantor herein; and thereafter, except~~ provided in ~~the case of a lease, the Guarantor shall be released and relieved from all of its obligations under~~ this Article ~~Seven, and the Guarantee shall be terminated and be of no further force or effect~~Ten.

Appears in 2 contracts

Samples: Indenture (Ames True Temper, Inc.), Indenture (Ames True Temper, Inc.)

Release of Guarantor. ~~(a) In addition to the release provisions set forth in the Indenture, subject to Section 702(d), the~~ The Parent Guarantor shall be released ~~and relieved~~ from all of its obligations under the Guaranty and under this ~~Article Seven~~Indenture if: (i) the Company or the Parent Guarantor has transferred all or substantially all of its properties and assets to any Person (whether by sale, merger or consolidation or otherwise), or has merged into or consolidated with another Person, pursuant to a transaction in compliance with this Indenture; (ii) the corporation to whom all or substantially all of the properties and ~~the Guarantee shall be terminated and be of no further force or effect, upon the request~~ assets of the Company ~~(without~~ or the ~~consent~~ Parent Guarantor are transferred, or whom the Company or the Parent Guarantor has merged into or consolidated with, has expressly assumed, by an indenture supplemental hereto, executed and delivered to the Trustee, in form satisfactory to the Trustee, all the obligations of the ~~Trustee~~Parent Guarantor under the Guaranty and this Indenture; (iii) ~~if,~~ immediately before and immediately after giving effect to such release and termination (and, if applicable, any transaction in connection therewith, including any other concurrent release, termination, repayment or discharge of any other guarantee or other Debt of the Guarantor), the Company would be in compliance with Section 504 hereof, including in the event of a sale or other disposition as a result of which the Guarantor would cease to be a Subsidiary. (b) In order to effect the release and termination provided for in Section 702(a), the Company shall furnish to the Trustee an Officers’ Certificate stating that, immediately after giving effect to such release and termination (as well as any concurrent release, termination, repayment or discharge of any other guarantee or other Debt of the Guarantor), the Company will be in compliance with Section 504 hereof. In the event that the release and termination is in connection with a sale or other disposition as a result of which the Guarantor would cease to be a Subsidiary, pro forma effect shall be given to such disposition (including the application of any proceeds therefrom) in determining the Company’s compliance with Section 504 and, accordingly, the amount of Debt subject to the Guarantee and any other Debt of the Guarantor shall be excluded from any calculation thereunder. Notwithstanding any provision to the contrary in the Indenture or this Supplemental Indenturetransaction, no ~~opinion~~Event of Default, ~~report~~ and no event or certificate, other than the Officers’ Certificate provided for in this Section 702(b), need be furnished to the Trustee for such release and termination. After its receipt of the aforementioned Officers’ Certificate, the Trustee shall execute any documents reasonably requested by either the Company or the Guarantor in order to evidence the release of the Guarantor from its obligations under the Guarantee under this Article Seven. (c) No supplemental indenture, amendment or waiver shall, without the consent of the Holder of each Outstanding Note, release the Guarantor from any of its obligations under Section 701, other than in accordance with the provisions of this Section 702 or the other release provisions set forth in the Indenture, or amend or modify the release provisions of this Section 702. (d) Notwithstanding the release provisions of Section 702(a), the Guarantor shall not be released from its obligations under this Article Seven and the Guarantee will not be terminated if, immediately after such release and termination (and, if applicablecondition which, after ~~giving effect to any transaction to occur concurrently therewith)~~notice or lapse of time or both, the Guarantor remains a co-obligor with or a guarantor for, as applicable, the obligations of the Company under any Existing Note. SECTION 703. AMALGAMATION, CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE. (a) Unless the Guarantor has been released, or in connection with such transaction will be released, from its obligations under the Guarantee in accordance with the provisions of Section 702 hereof or any other release provision set forth in the Indenture, the Guarantor shall not amalgamate or consolidate with or merge with or into any other Person or convey, transfer, lease or otherwise dispose of its properties and assets substantially as would become an entirety to any Person by liquidation, winding-up or otherwise (in one transaction or a series of related transactions) unless: (i) immediately after giving effect to such transaction (and treating any Debt which becomes an obligation of the Guarantor or a Subsidiary of the Guarantor in connection with or as a result of such transaction as having been incurred at the time of such transaction), no Default or Event of ~~Default~~ Default, shall have occurred and be continuing;; and (~~ii) either (x~~iv) the Parent Guarantor has delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indenture comply with this Section 12.3 and that all conditions precedent herein provided for relating to such transaction have been complied with; or (b) the Parent Guarantor liquidates (other than pursuant to any Bankruptcy Law) and complies, if applicable, with the provisions of this Indenture; PROVIDED that if a Person and its Affiliates, if any, shall acquire all or substantially all of the assets of the Parent Guarantor upon such liquidation the Parent Guarantor shall ~~be the continuing Person or~~ liquidate only if: (yi) the Person and each such Affiliate (or the common corporate parent of such Person and its Affiliates, if ~~other than the Guarantor) formed~~ such Person and its Affiliates are wholly owned by such ~~amalgamation~~ parent) which acquire or ~~consolidation~~ will acquire all or ~~into which~~ a portion of the ~~Guarantor is merged or the Person which acquires by conveyance, transfer, lease or other disposition the properties and~~ assets of the Parent Guarantor substantially as an entirety (the “Successor Guarantor”) shall, unless the Successor Guarantor is the Company, (A) be a corporation, company, partnership or trust organized and validly existing under the federal laws of Canada or any Province thereof or the laws of the United States of America or any State thereof or the District of Columbia and (B) shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Trustee, in form satisfactory to the Trustee, all of the obligations of the ~~Guarantor~~ Parent Guarantor, under the ~~Guarantee (provided, however, that the Successor Guarantor shall not be required to execute~~ Guaranty and ~~deliver~~ this Indenture and such ~~a supplemental indenture in the event of an amalgamation of the Guarantor with one or more other Persons, in which the amalgamation is governed by the laws of Canada~~ Person or any ~~province thereof, the Successor Guarantor and the Guarantor are, immediately prior to~~ of such ~~amalgamation,~~ Affiliates (or such parent) shall be a corporation organized and existing under the laws of ~~Canada~~ the United States or any ~~province~~ State thereof or the District of Columbia; (ii) immediately after giving effect to such transaction, no Event of Default, and ~~upon the effectiveness~~ no event or condition which, after notice or lapse of ~~such amalgamation~~time or both, ~~the Successor Guarantor~~ would become an Event of Default, shall have ~~become or shall continue to~~ occurred and be ~~(as the case may be), by operation of law, liable for the observance of all obligations of the Guarantor under the Guarantee)~~continuing; and (iii) the ~~Guarantor, the Company or the Successor Guarantor, as applicable, shall have~~ Parent Guarantor has delivered to the Trustee an Officers’ ' Certificate and an Opinion of Counsel, each stating that such ~~amalgamation, consolidation, merger, conveyance, transfer, lease or other disposition and, if a~~ liquidation and such supplemental indenture ~~is required in connection with such transaction (or series of transactions), such supplemental indenture,~~ comply with this Section ~~703(a)~~ 12.3 and that all conditions precedent herein provided for relating to such transaction have been ~~satisfied.~~complied with; or (bc) the Company ceases for any reason to be a "wholly owned subsidiary" (as such term is defined in Rule 1-02(aa) of the Regulation S-X promulgated by the Commission) of the Parent Guarantor. Upon any ~~amalgamation, consolidation or merger, or any conveyance, transfer, lease or other disposition~~ assumption of the ~~properties and assets of the Guarantor substantially as an entirety in accordance with Section 703(a)~~Guaranty by any Person pursuant to this Section, ~~the Successor Guarantor shall succeed to, and be substituted for, and~~ such Person may exercise every right and power ~~of,~~ of the Parent Guarantor under this ~~Supplemental Indenture and the~~ Indenture with the same effect as if such ~~Successor Guarantor~~ successor corporation had been named as the Parent Guarantor herein~~; and thereafter, except in the case of a lease, the Guarantor shall be released and relieved from all of its obligations under this Article Seven~~, and all the ~~Guarantee~~ obligations of the Parent Guarantor, hereunder and under such Parent Guaranty and the Indenture shall ~~be terminated and be of no further force or effect~~terminate.

Appears in 2 contracts

Samples: Indenture (Jazz Casino Co LLC), Indenture (Jazz Casino Co LLC)

Release of Guarantor. ~~(a) In addition to~~ Any Guarantee by a Guarantor of the ~~release provisions set forth in the Indenture, subject to Section 702(d), the Guarantor~~ Notes shall be automatically and unconditionally released and ~~relieved from~~ discharged upon: (A) any sale, exchange or transfer (by merger or otherwise) of (i) the Capital Stock of such Guarantor (including any sale, exchange or transfer) after which the applicable Guarantor is no longer a Restricted Subsidiary or (ii) all or substantially all of ~~its obligations under this Article Seven~~the assets of such Guarantor, ~~and the Guarantee shall be terminated and be of no further force~~ which sale, exchange or effect, upon the request of the Company (without the consent of the Trustee) if, immediately after giving effect to such release and termination (and, if applicable, any transaction in connection therewith, including any other concurrent release, termination, repayment or discharge of any other guarantee or other Debt of the Guarantor), the Company would be transfer is made in compliance with ~~Section 504 hereof, including in~~ the ~~event~~ applicable provisions of a sale or other disposition as a result of which the Guarantor would cease to be a Subsidiary. (b) In order to effect the release and termination provided for in Section 702(a), the Company shall furnish to the Trustee an Officers’ Certificate stating that, immediately after giving effect to such release and termination (as well as any concurrent release, termination, repayment or discharge of any other guarantee or other Debt of the Guarantor), the Company will be in compliance with Section 504 hereof. In the event that the release and termination is in connection with a sale or other disposition as a result of which the Guarantor would cease to be a Subsidiary, pro forma effect shall be given to such disposition this Indenture (including ~~the application of any proceeds therefrom) in determining the Company’s compliance with Section 504 and, accordingly, the amount of Debt subject~~ pursuant to the Guarantee and any other Debt of the Guarantor shall be excluded from any calculation thereunder. Notwithstanding any provision to the contrary in the Indenture or this Supplemental Indenture, no opinion, report or certificate, other than the Officers’ Certificate provided for in this Section 702(b), need be furnished to the Trustee for such release and termination. After its receipt of the aforementioned Officers’ Certificate, the Trustee shall execute any documents reasonably requested by either the Company or the Guarantor in order to evidence the release of the Guarantor from its obligations under the Guarantee under this Article Seven. (c) No supplemental indenture, amendment or waiver shall, without the consent of the Holder of each Outstanding Note, release the Guarantor from any of its obligations under Section 701, other than an enforcement action in accordance with the ~~provisions~~ terms of ~~this Section 702 or the other release provisions set forth in the Indenture, or amend or modify~~ an Intercreditor Agreement); (B) the release provisions of this Section 702. (d) Notwithstanding the release provisions of Section 702(a), the Guarantor shall not be released from its obligations under this Article Seven and the Guarantee will not be terminated if, immediately after such release and termination (and, if applicable, after giving effect to any transaction to occur concurrently therewith), the Guarantor remains a co-obligor with or ~~a guarantor for, as applicable, the obligations~~ discharge of the ~~Company under any Existing Note. SECTION 703. AMALGAMATION, CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE.~~ guarantee by such Guarantor with respect to the Senior Credit Facilities (a) Unless the Guarantor has been released, or in connection with such transaction will be released, from its obligations under the Guarantee in accordance with the provisions of Section 702 hereof or any other release provision set forth in the Indenture, the Guarantor shall not amalgamate or consolidate with or merge with or into any other Person or convey, transfer, lease or otherwise dispose of its properties and assets substantially as an entirety to any Person by liquidation, winding-up or otherwise (in one transaction or a series of related transactions) unless: (i) immediately after giving effect to such transaction (and treating any Debt which becomes an obligation of the Guarantor or a Subsidiary of the Guarantor in connection with or including as a result of such ~~transaction as having been incurred at~~ Guarantor becoming an “Excluded Subsidiary” under the ~~time~~ Senior Credit Facilities, other than any release or discharge resulting from the payment in full of ~~such transaction~~the Senior Credit Facilities)~~, no Default or Event of Default shall have occurred and be continuing~~; (~~ii) either (x~~C) the designation of any such Guarantor ~~shall be~~ as an Unrestricted Subsidiary in compliance with the ~~continuing Person or~~ applicable provisions of this Indenture; (yD) the ~~Person~~ exercise of the Legal Defeasance of the Notes under Section 8.02 hereof, and the Covenant Defeasance of the Notes under Section 8.03 hereof, or if the Issuer’s obligations under this Indenture are discharged in accordance with Section 8.06 of this Indenture; (~~if other than~~ E) the ~~Guarantor) formed by such amalgamation~~ merger or consolidation of such Guarantor with and into the Issuer or ~~into which the~~ another Guarantor is merged or the Person which acquires by conveyance, transfer, lease or other disposition the properties and assets of the Guarantor substantially as an entirety (the “Successor Guarantor”) shall, unless the Successor Guarantor that is the ~~Company~~surviving Person in such merger or consolidation, ~~(A) be a corporation, company, partnership~~ or ~~trust organized and validly existing under~~ upon the ~~federal laws~~ liquidation of ~~Canada or any Province thereof or~~ such Guarantor following the ~~laws~~ transfer of ~~the United States~~ all of ~~America or any State thereof or the District of Columbia and (B) expressly assume, by an indenture supplemental hereto, executed and delivered~~ its assets to the ~~Trustee, in form satisfactory to the Trustee, all of the obligations of the Guarantor~~ Issuer or another Guarantor, (F) as described under ~~the Guarantee (provided, however, that the Successor Guarantor shall not be required to execute and deliver such a supplemental indenture in the event of an amalgamation of the Guarantor with one~~ Section 9.01 or more other Persons, in which the amalgamation is governed by the laws of Canada or any province thereof, the Successor Guarantor and the Guarantor are, immediately prior to such amalgamation, organized and existing under the laws of Canada or any province thereof and upon the effectiveness of such amalgamation, the Successor Guarantor shall have become or shall continue to be (as the case may be), by operation of law, liable for the observance of all obligations of the Guarantor under the Guarantee)9.02; and (~~iii~~2) ~~the Guarantor, the Company or the Successor Guarantor, as applicable, shall have delivered~~ The Issuer and such Guarantor delivering to the Trustee an ~~Officers’~~ Officer’s Certificate ~~and~~ (with no requirement for delivery of an Opinion of Counsel~~, each~~ ) stating that such amalgamation, consolidation, merger, conveyance, transfer, lease or other disposition and, if a supplemental indenture is required in connection with such transaction (or series of transactions), such supplemental indenture, comply with this Section 703(a) and that all conditions precedent herein provided for relating to such ~~transaction~~ release have been ~~satisfied~~complied with. (b) Upon any amalgamation, consolidation or merger, or any conveyance, transfer, lease or other disposition of the properties and assets of the Guarantor substantially as an entirety in accordance with Section 703(a), the Successor Guarantor shall succeed to, and be substituted for, and may exercise every right and power of, the Guarantor under this Supplemental Indenture and the Indenture with the same effect as if such Successor Guarantor had been named as the Guarantor herein; and thereafter, except in the case of a lease, the Guarantor shall be released and relieved from all of its obligations under this Article Seven, and the Guarantee shall be terminated and be of no further force or effect.

Appears in 2 contracts

Samples: Indenture (Arconic Rolled Products Corp), Indenture (Arconic Inc.)

Release of Guarantor. ~~(a) In addition to the release provisions set forth in the Indenture, subject to Section 702(d), the~~ A Guarantor ~~shall~~ will be automatically released from its obligations under its Note Guarantee and ~~relieved from all of~~ its obligations under this ~~Article Seven~~Indenture: (1) in the event of dissolution of such Guarantor; (2) concurrent with any direct or indirect sale or disposition (by merger or otherwise) of any Guarantor or any interest therein, or in the event of any other transaction, not in violation of Section 11.01 of this Indenture, following which such Guarantor is no longer a Wholly Owned Domestic Subsidiary of the Company; (3) upon the merger or consolidation of any Guarantor with and into the Company or any other Guarantor that is the surviving person in such merger or consolidation, or upon the liquidation of such Guarantor following the transfer of all of its assets to the Company or another Guarantor; (4) upon the substantially concurrent release, discharge or termination of the guarantee by such Guarantor under the Credit Agreement (it being understood that a release subject to contingent reinstatement is still a release, and that if any such guarantee is reinstated, such Note Guarantee will also be reinstated to the extent that such Guarantor would then be required to provide a Note Guarantee ~~shall be terminated and be~~ pursuant to Section 4.05 of ~~no further force or effect, upon the request of the Company (without the consent of the Trustee) if, immediately~~ this Indenture); provided that after giving effect to the release of the Note Guarantee of such ~~release~~ Guarantor under this clause (4) (and ~~termination~~ all other substantially concurrent releases of guarantees made by such Guarantor) such Guarantor does not guarantee any Capital Markets Debt issued by the Company or a Guarantor with an aggregate outstanding principal amount in excess of $250.0 million; or (~~and, if applicable, any transaction~~ 5) in ~~connection therewith, including any other concurrent release, termination, repayment or discharge~~ the case of any ~~other guarantee or other Debt of the Guarantor), the Company would be in compliance with Section 504 hereof, including in the event of~~ Subsidiary that becomes a ~~sale or other disposition as a result of which the~~ Guarantor ~~would cease~~ pursuant to ~~be a Subsidiary.~~ clause (b) ~~In order to effect the release and termination provided for in~~ under Section ~~702(a)~~4.05 of this Indenture, ~~the Company shall furnish~~ upon notice to the Trustee ~~an Officers’ Certificate stating that, immediately after giving effect~~ (unless otherwise provided in the applicable supplemental indenture pursuant to which such ~~release and termination (as well as any concurrent release, termination, repayment~~ Subsidiary becomes a Guarantor) or ~~discharge of~~ in any other guarantee or other Debt of the Guarantor), the Company will be in compliance with Section 504 hereof. In the event that the release and termination is in connection with a sale or other disposition as a result of which the Guarantor would cease to be a Subsidiary, pro forma effect shall be given to such disposition (including the application of any proceeds therefrom) in determining the Company’s compliance with Section 504 and, accordingly, the amount of Debt subject to the Guarantee and any other Debt of the Guarantor shall be excluded from any calculation thereunder. Notwithstanding any provision to the contrary circumstance described in the ~~Indenture or this Supplemental Indenture, no opinion, report or certificate, other than the Officers’ Certificate provided for in this Section 702(b), need be furnished~~ applicable supplemental indenture pursuant to ~~the Trustee for~~ which such ~~release and termination~~Subsidiary becomes a Guarantor. ~~After its receipt of the aforementioned Officers’ Certificate, the~~ The Trustee shall execute any documents reasonably requested by ~~either~~ the Company or ~~the~~ a Guarantor in order to evidence the release of ~~the~~ such Guarantor from its obligations under its Note Guarantee endorsed on the ~~Guarantee~~ Notes and under this Article ~~Seven~~Ten. (c) No supplemental indenture, amendment or waiver shall, without the consent of the Holder of each Outstanding Note, release the Guarantor from any of its obligations under Section 701, other than in accordance with the provisions of this Section 702 or the other release provisions set forth in the Indenture, or amend or modify the release provisions of this Section 702. (d) Notwithstanding the release provisions of Section 702(a), the Guarantor shall not be released from its obligations under this Article Seven and the Guarantee will not be terminated if, immediately after such release and termination (and, if applicable, after giving effect to any transaction to occur concurrently therewith), the Guarantor remains a co-obligor with or a guarantor for, as applicable, the obligations of the Company under any Existing Note. SECTION 703. AMALGAMATION, CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE. (a) Unless the Guarantor has been released, or in connection with such transaction will be released, from its obligations under the Guarantee in accordance with the provisions of Section 702 hereof or any other release provision set forth in the Indenture, the Guarantor shall not amalgamate or consolidate with or merge with or into any other Person or convey, transfer, lease or otherwise dispose of its properties and assets substantially as an entirety to any Person by liquidation, winding-up or otherwise (in one transaction or a series of related transactions) unless: (i) immediately after giving effect to such transaction (and treating any Debt which becomes an obligation of the Guarantor or a Subsidiary of the Guarantor in connection with or as a result of such transaction as having been incurred at the time of such transaction), no Default or Event of Default shall have occurred and be continuing; (ii) either (x) the Guarantor shall be the continuing Person or (y) the Person (if other than the Guarantor) formed by such amalgamation or consolidation or into which the Guarantor is merged or the Person which acquires by conveyance, transfer, lease or other disposition the properties and assets of the Guarantor substantially as an entirety (the “Successor Guarantor”) shall, unless the Successor Guarantor is the Company, (A) be a corporation, company, partnership or trust organized and validly existing under the federal laws of Canada or any Province thereof or the laws of the United States of America or any State thereof or the District of Columbia and (B) expressly assume, by an indenture supplemental hereto, executed and delivered to the Trustee, in form satisfactory to the Trustee, all of the obligations of the Guarantor under the Guarantee (provided, however, that the Successor Guarantor shall not be required to execute and deliver such a supplemental indenture in the event of an amalgamation of the Guarantor with one or more other Persons, in which the amalgamation is governed by the laws of Canada or any province thereof, the Successor Guarantor and the Guarantor are, immediately prior to such amalgamation, organized and existing under the laws of Canada or any province thereof and upon the effectiveness of such amalgamation, the Successor Guarantor shall have become or shall continue to be (as the case may be), by operation of law, liable for the observance of all obligations of the Guarantor under the Guarantee); and (iii) the Guarantor, the Company or the Successor Guarantor, as applicable, shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such amalgamation, consolidation, merger, conveyance, transfer, lease or other disposition and, if a supplemental indenture is required in connection with such transaction (or series of transactions), such supplemental indenture, comply with this Section 703(a) and that all conditions precedent herein provided for relating to such transaction have been satisfied. (b) Upon any amalgamation, consolidation or merger, or any conveyance, transfer, lease or other disposition of the properties and assets of the Guarantor substantially as an entirety in accordance with Section 703(a), the Successor Guarantor shall succeed to, and be substituted for, and may exercise every right and power of, the Guarantor under this Supplemental Indenture and the Indenture with the same effect as if such Successor Guarantor had been named as the Guarantor herein; and thereafter, except in the case of a lease, the Guarantor shall be released and relieved from all of its obligations under this Article Seven, and the Guarantee shall be terminated and be of no further force or effect.

Appears in 2 contracts

Samples: Indenture (Cable One, Inc.), Indenture (Cable One, Inc.)

Release of Guarantor. (a) ~~In addition to the release provisions set forth in the Indenture, subject to Section 702(d), the~~ A Guarantor shall be automatically released ~~and relieved~~ without any action on the part of the Trustee of the Holders from ~~all of~~ its obligations under this ~~Article Seven,~~ Indenture and ~~the~~ Guarantee ~~shall be terminated and be~~ if: (1) OI Group properly designates any Restricted Subsidiary that is a Guarantor as an Unrestricted Subsidiary; (2) upon any sale or other disposition of ~~no further force~~ all or ~~effect, upon the request~~ substantially all of the ~~Company~~ assets of that Guarantor (~~without the consent~~ including by way of ~~the Trustee~~merger or consolidation) ~~if, immediately~~ to a Person that is not (either before or after giving effect to such ~~release and termination (and~~transaction) a Restricted Subsidiary of OI Group, if ~~applicable, any transaction in connection therewith, including any other concurrent release, termination, repayment or discharge of any other guarantee or other Debt of~~ the ~~Guarantor), the Company would be in compliance with Section 504 hereof, including in the event of a~~ sale or other disposition as of all or substantially all of the assets of that Guarantor complies with the Section 4.11 and Section 10.11; or (3) upon any sale of all of the Capital Stock of a ~~result~~ Guarantor to a Person that is not (either before or after giving effect to such transaction) a Restricted Subsidiary of ~~which~~ OI Group, if the sale of all such Capital Stock of that Guarantor ~~would cease to be a Subsidiary~~complies with Section 4.11 and Section 10.11. The Trustee shall receive written notice of the release of any Guarantor if such release is effected other than under Section 10.11. (b) ~~In order to effect~~ Upon the release ~~and termination provided for in Section 702(a)~~of a Guarantee by a Domestic Subsidiary under the Credit Agreement, the ~~Company shall furnish to the Trustee an Officers’ Certificate stating that, immediately after giving effect to~~ Guarantee of such ~~release and termination (as well as any concurrent release, termination, repayment or discharge of any other guarantee or other Debt of the Guarantor), the Company~~ Domestic Subsidiary under this Indenture will be ~~in compliance with Section 504 hereof. In the event that the release~~ released and ~~termination is in connection with a sale or other disposition as a result of which the Guarantor would cease to be a Subsidiary, pro forma effect shall be given to~~ discharged at such ~~disposition (including the application of any proceeds therefrom) in determining the Company’s compliance with Section 504 and, accordingly, the amount of Debt subject to the Guarantee~~ time and any other Debt of the Guarantor shall be excluded from any calculation thereunder. Notwithstanding any provision to the contrary in the Indenture or this Supplemental Indenture, no opinion, report or certificate, other than the Officers’ Certificate provided for in this Section 702(b), need be furnished to the Trustee for such release and termination. After its receipt of the aforementioned Officers’ Certificate, the Trustee shall execute an appropriate instrument evidencing such release. If any ~~documents reasonably requested by either the Company or the Guarantor in order to evidence the release of the Guarantor from its~~ such Domestic Subsidiary thereafter guarantees obligations under the Credit Agreement (or any released Guarantee under the Credit Agreement is reinstated or renewed), then such Domestic Subsidiary will guarantee the Notes in accordance with this Article ~~Seven~~10. (c) No supplemental indenture, amendment or waiver shall, without the consent of the Holder of each Outstanding Note, release the Guarantor from any of its obligations under Section 701, other than in accordance with the provisions of this Section 702 or the other release provisions set forth in the Indenture, or amend or modify the release provisions of this Section 702. (d) Notwithstanding the release provisions of Section 702(a), the A Guarantor shall ~~not~~ be released from its obligations under this ~~Article Seven and the Guarantee will not be terminated if, immediately after such release and termination (and, if applicable, after giving effect~~ Indenture in accordance with an assignment of obligations to ~~any transaction~~ OI Inc. pursuant to occur concurrently therewith), the Guarantor remains a co-obligor with or a guarantor for, as applicable, the obligations of the Company under any Existing Note. SECTION 703. AMALGAMATION, CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE. (a) Unless the Guarantor has been released, Section 5.03 or in connection with ~~such transaction will be released, from its obligations under~~ the ~~Guarantee in accordance with~~ merger or consolidation of the ~~provisions of Section 702 hereof~~ Company or any ~~other release provision set forth in~~ of the ~~Indenture, the Guarantor shall not amalgamate or consolidate with or merge~~ Guarantors with or into any other ~~Person or convey, transfer, lease or otherwise dispose~~ of its properties and assets substantially as an entirety to any Person by liquidation, winding-up or otherwise (in one transaction or a series of related transactions) unless: (i) immediately after giving effect to such transaction (and treating any Debt which becomes an obligation of the Guarantor or a Subsidiary of the Guarantor in connection with or as a result of such transaction as having been incurred at the time of such transaction), no Default or Event of Default shall have occurred and be continuing; (ii) either (x) the Guarantor shall be the continuing Person or (y) the Person (if other than the Guarantor) formed by such amalgamation or consolidation or into which the Guarantor is merged or the Person which acquires by conveyance, transfer, lease or other disposition the properties and assets of the Guarantor substantially as an entirety (the “Successor Guarantor”) shall, unless the Successor Guarantor is the Company, ~~(A) be a corporation, company, partnership or trust organized and validly existing under the federal laws of Canada~~ OI Group or any ~~Province thereof~~ of the Guarantors or the ~~laws of the United States of America or any State thereof or the District of Columbia and (B) expressly assume~~sale, by an indenture supplemental hereto, executed and delivered to the Trustee, in form satisfactory to the Trustee, all of the obligations of the Guarantor under the Guarantee (provided, however, that the Successor Guarantor shall not be required to execute and deliver such a supplemental indenture in the event of an amalgamation of the Guarantor with one or more other Persons, in which the amalgamation is governed by the laws of Canada or any province thereof, the Successor Guarantor and the Guarantor are, immediately prior to such amalgamation, organized and existing under the laws of Canada or any province thereof and upon the effectiveness of such amalgamation, the Successor Guarantor shall have become or shall continue to be (as the case may be), by operation of law, liable for the observance of all obligations of the Guarantor under the Guarantee); and (iii) the Guarantor, the Company or the Successor Guarantor, as applicable, shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such amalgamation, consolidation, mergerassignment, conveyance, transfer, lease or other disposition ~~and~~of assets between or among the Company, ~~if a supplemental indenture is required in connection with~~ OI Group and any of the Guarantors, so long as such transaction (or series of transactions), such supplemental indenture, comply with this Section 703(a) and that all conditions precedent herein provided for relating to such transaction have been satisfied. (b) Upon any amalgamation, consolidation or merger, or any conveyance, transfer, lease or other disposition of the properties and assets of the Guarantor substantially as an entirety in accordance complies with Section 703(a), the Successor Guarantor shall succeed to, and be substituted for, and may exercise every right and power of, the Guarantor under this Supplemental Indenture and the Indenture with the same effect as if such Successor Guarantor had been named as the Guarantor herein; and thereafter, except in the case of a lease, the Guarantor shall be released and relieved from all of its obligations under this Article Seven, and the Guarantee shall be terminated and be of no further force or effect4.11.

Appears in 2 contracts

Samples: Indenture (Owens Illinois Group Inc), Indenture (Owens Illinois Inc /De/)

Release of Guarantor. (a) ~~In addition to the release provisions set forth in the Indenture, subject to Section 702(d), the~~ A Guarantor shall be automatically released ~~and relieved~~ without any action on the part of the Trustee or the Holders from ~~all of~~ its obligations under this ~~Article Seven,~~ Indenture and ~~the~~ Guarantee ~~shall be terminated and be~~ if: (1) OI Group properly designates any Restricted Subsidiary that is a Guarantor as an Unrestricted Subsidiary; (2) upon any sale or other disposition of ~~no further force~~ all or ~~effect, upon the request~~ substantially all of the ~~Company~~ assets of that Guarantor (~~without the consent~~ including by way of ~~the Trustee~~merger or consolidation) ~~if, immediately~~ to a Person that is not (either before or after giving effect to such ~~release and termination (and~~transaction) a Restricted Subsidiary of OI Group, if ~~applicable, any transaction in connection therewith, including any other concurrent release, termination, repayment or discharge of any other guarantee or other Debt of~~ the ~~Guarantor), the Company would be in compliance with Section 504 hereof, including in the event of a~~ sale or other disposition ~~as a result~~ of ~~which~~ all or substantially all of the assets of that Guarantor ~~would cease to be a Subsidiary.~~complies with Section 4.11 and Section 10.11; or (b3) ~~In order~~ upon any sale of all of the Capital Stock of a Guarantor to ~~effect the release and termination provided for in Section 702(a), the Company shall furnish to the Trustee an Officers’ Certificate stating that, immediately~~ a Person that is not (either before or after giving effect to such ~~release and termination (as well as any concurrent release~~transaction) a Restricted Subsidiary of OI Group, ~~termination, repayment or discharge~~ if the sale of ~~any other guarantee or other Debt~~ all such Capital Stock of ~~the Guarantor), the Company will be in compliance~~ that Guarantor complies with Section ~~504 hereof~~4.11 and Section 10.11. In the event that the release and termination is in connection with a sale or other disposition as a result of which the Guarantor would cease to be a Subsidiary, pro forma effect shall be given to such disposition (including the application of any proceeds therefrom) in determining the Company’s compliance with Section 504 and, accordingly, the amount of Debt subject to the Guarantee and any other Debt of the Guarantor shall be excluded from any calculation thereunder. Notwithstanding any provision to the contrary in the Indenture or this Supplemental Indenture, no opinion, report or certificate, other than the Officers’ Certificate provided for in this Section 702(b), need be furnished to the Trustee for such release and termination. After its receipt of the aforementioned Officers’ Certificate, the The Trustee shall ~~execute any documents reasonably requested by either the Company or the Guarantor in order to evidence~~ receive written notice of the release of ~~the~~ any Guarantor ~~from its obligations under the Guarantee under this Article Seven. (c) No supplemental indenture, amendment or waiver shall, without the consent of the Holder of each Outstanding Note,~~ if such release ~~the Guarantor from any of its obligations~~ is effected other than under Section 701, other than in accordance with the provisions of this Section 702 or the other release provisions set forth in the Indenture, or amend or modify the release provisions of this Section 702. (d) Notwithstanding the release provisions of Section 702(a), the Guarantor shall not be released from its obligations under this Article Seven and the Guarantee will not be terminated if, immediately after such release and termination (and, if applicable, after giving effect to any transaction to occur concurrently therewith), the Guarantor remains a co-obligor with or a guarantor for, as applicable, the obligations of the Company under any Existing Note. SECTION 703. AMALGAMATION, CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE. (a) Unless the Guarantor has been released, or in connection with such transaction will be released, from its obligations under the Guarantee in accordance with the provisions of Section 702 hereof or any other release provision set forth in the Indenture, the Guarantor shall not amalgamate or consolidate with or merge with or into any other Person or convey, transfer, lease or otherwise dispose of its properties and assets substantially as an entirety to any Person by liquidation, winding-up or otherwise (in one transaction or a series of related transactions) unless: (i) immediately after giving effect to such transaction (and treating any Debt which becomes an obligation of the Guarantor or a Subsidiary of the Guarantor in connection with or as a result of such transaction as having been incurred at the time of such transaction), no Default or Event of Default shall have occurred and be continuing; (ii) either (x) the Guarantor shall be the continuing Person or (y) the Person (if other than the Guarantor) formed by such amalgamation or consolidation or into which the Guarantor is merged or the Person which acquires by conveyance, transfer, lease or other disposition the properties and assets of the Guarantor substantially as an entirety (the “Successor Guarantor”) shall, unless the Successor Guarantor is the Company, (A) be a corporation, company, partnership or trust organized and validly existing under the federal laws of Canada or any Province thereof or the laws of the United States of America or any State thereof or the District of Columbia and (B) expressly assume, by an indenture supplemental hereto, executed and delivered to the Trustee, in form satisfactory to the Trustee, all of the obligations of the Guarantor under the Guarantee (provided, however, that the Successor Guarantor shall not be required to execute and deliver such a supplemental indenture in the event of an amalgamation of the Guarantor with one or more other Persons, in which the amalgamation is governed by the laws of Canada or any province thereof, the Successor Guarantor and the Guarantor are, immediately prior to such amalgamation, organized and existing under the laws of Canada or any province thereof and upon the effectiveness of such amalgamation, the Successor Guarantor shall have become or shall continue to be (as the case may be), by operation of law, liable for the observance of all obligations of the Guarantor under the Guarantee); and (iii) the Guarantor, the Company or the Successor Guarantor, as applicable, shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such amalgamation, consolidation, merger, conveyance, transfer, lease or other disposition and, if a supplemental indenture is required in connection with such transaction (or series of transactions), such supplemental indenture, comply with this Section 703(a) and that all conditions precedent herein provided for relating to such transaction have been satisfied10.11. (b) Upon ~~any amalgamation~~the release of a guarantee by a Domestic Subsidiary under the Credit Agreement, ~~consolidation or merger~~the Guarantee of such Domestic Subsidiary under this Indenture will be released and discharged at such time and, ~~or any conveyance, transfer, lease or other disposition~~ at the direction of the ~~properties~~ Company, the Trustee shall execute an appropriate instrument evidencing such release. (c) Upon the release and ~~assets~~ discharge from a Guarantor’s liability with respect to the Indebtedness giving rise to the requirement to provide a Guarantee pursuant to Section 4.19 of this Indenture, the Guarantee of such Guarantor under this Indenture will be released and discharged at such time; provided that such Guarantor does not then guarantee the Credit Agreement, and, at the direction of the ~~Guarantor substantially as~~ Company, the Trustee shall execute an ~~entirety~~ appropriate instrument evidencing such release. (d) If any such Domestic Subsidiary thereafter guarantees obligations under the Credit Agreement (or such released guarantee under the Credit Agreement is reinstated or renewed), then such Domestic Subsidiary will Guarantee the Notes in accordance with Section 703(a), the Successor Guarantor shall succeed to, and be substituted for, and may exercise every right and power of, the Guarantor under this Supplemental Indenture and the Indenture with the same effect as if such Successor Guarantor had been named as the Guarantor herein; and thereafter, except in the case of a lease, the Guarantor shall be released and relieved from all of its obligations under this Article ~~Seven, and the Guarantee shall be terminated and be of no further force or effect~~10.

Appears in 2 contracts

Samples: Supplemental Indenture (Owens-Illinois Group Inc), Indenture (Owens-Illinois Group Inc)

Release of Guarantor. (a) In addition to the release provisions set forth in the Indenture, subject to Section 702(d), the Guarantor shall be released and relieved from all of its obligations under this Article Seven, and the A Guarantor’s Notes Guarantee shall ~~be terminated~~ terminate and be of no further force and effect and such Guarantor shall be deemed to be released from all obligations under this Article X: (a) upon the sale (including any sale pursuant to any exercise of remedies by a holder of Indebtedness of the Company or ~~effect~~of such Guarantor) or other disposition of such Guarantor (including by way of merger, consolidation or sale of its Capital Stock and whether or not such Guarantor is the surviving corporation in such transaction), (b) upon the sale or disposition of all or substantially all of the assets of such Guarantor (other than by lease), (c) upon the designation of such Guarantor as an Unrestricted Subsidiary in accordance with the terms of this Indenture, (d) upon exercise by the Company of its option to elect Covenant Defeasance or Legal Defeasance pursuant to Article VIII, (e) upon a liquidation or dissolution of such Guarantor in a manner not prohibited by this Indenture, (f) upon the release or discharge of the Guarantee that resulted in the creation of such Notes Guarantee pursuant to Section 4.11 (unless, at such time, such Guarantor would be required to provide a Notes Guarantee pursuant to Section 4.11), except a release or discharge by or as a result of payment under such Guarantee, or (g) upon the discharge of the Company’s obligations under this Indenture in accordance with Section 8.01 or otherwise in accordance with the terms of this Indenture; provided, however, that in the case of clauses (a) and (b) of this Section 10.06, (i) such sale or other disposition is made to a Person other than the Company, a Restricted Subsidiary or any of their Affiliates and (ii) such sale or disposition is otherwise permitted by this Indenture. At the request of the ~~Company (without the consent of the Trustee) if~~Company, immediately after giving effect to such release and termination (and, if applicable, any transaction in connection therewith, including any other concurrent release, termination, repayment or discharge of any other guarantee or other Debt of the Guarantor), the Company would be in compliance with Section 504 hereof, including in the event of a sale or other disposition as a result of which the Guarantor would cease to be a Subsidiary. (b) In order to effect the release and termination provided for in Section 702(a), the Company shall furnish to the Trustee accompanied by an Officers’ Certificate ~~stating that, immediately after giving effect~~ and Opinion of counsel confirming that all conditions precedent to such release and termination (as well as any concurrent release, termination, repayment or discharge of any other guarantee or other Debt of the Guarantor), the Company will be in compliance with Section 504 hereof. In the event that the release and termination is in connection with a sale or other disposition as a result of which the Guarantor would cease to be a Subsidiary, pro forma effect shall be given to such disposition (including the application of any proceeds therefrom) in determining the Company’s compliance with Section 504 and, accordingly, the amount of Debt subject to the Guarantee and any other Debt of the Guarantor shall be excluded from any calculation thereunder. Notwithstanding any provision to the contrary in the Indenture or this Supplemental Indenture, no opinion, report or certificate, other than the Officers’ Certificate provided for in this Section 702(b), need be furnished to the Trustee for such release and termination. After its receipt of the aforementioned Officers’ Certificatehave been complied with, the Trustee shall execute any documents reasonably requested by either the Company or the Guarantor in order to evidence the release of the Guarantor from its obligations under the Guarantee under this Article Seven. (c) No supplemental indenture, amendment or waiver shall, without the consent of the Holder of each Outstanding Note, release the Guarantor from any of its obligations under Section 701, other than in accordance with the provisions of this Section 702 or the other release provisions set forth in the Indenture, or amend or modify the release provisions of this Section 702. (d) Notwithstanding the release provisions of Section 702(a), the Guarantor shall not be released from its obligations under this Article Seven and the Guarantee will not be terminated if, immediately after such release and termination (and, if applicable, after giving effect to any transaction to occur concurrently therewith), the Guarantor remains a co-obligor with or a guarantor for, as applicable, the obligations of the Company under any Existing Note. SECTION 703. AMALGAMATION, CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE. (a) Unless the Guarantor has been released, or in connection with such transaction will be released, from its obligations under the Guarantee in accordance with the provisions of Section 702 hereof or any other release provision set forth in the Indenture, the Guarantor shall not amalgamate or consolidate with or merge with or into any other Person or convey, transfer, lease or otherwise dispose of its properties and assets substantially as an entirety to any Person by liquidation, winding-up or otherwise (in one transaction or a series of related transactions) unless: (i) immediately after giving effect to such transaction (and treating any Debt which becomes an obligation of the Guarantor or a Subsidiary of the Guarantor in connection with or as a result of such transaction as having been incurred at the time of such transaction), no Default or Event of Default shall have occurred and be continuing; (ii) either (x) the Guarantor shall be the continuing Person or (y) the Person (if other than the Guarantor) formed by such amalgamation or consolidation or into which the Guarantor is merged or the Person which acquires by conveyance, transfer, lease or other disposition the properties and assets of the Guarantor substantially as an entirety (the “Successor Guarantor”) shall, unless the Successor Guarantor is the Company, (A) be a corporation, company, partnership or trust organized and validly existing under the federal laws of Canada or any Province thereof or the laws of the United States of America or any State thereof or the District of Columbia and (B) expressly assume, by an indenture supplemental hereto, executed and delivered to the Trustee, in form satisfactory to the Trustee, all of the obligations of the Guarantor under the Guarantee (provided, however, that the Successor Guarantor shall not be required to execute and deliver an appropriate instrument evidencing such a supplemental indenture in the event of an amalgamation of the Guarantor with one or more other Persons, in which the amalgamation is governed by the laws of Canada or any province thereof, the Successor Guarantor and the Guarantor are, immediately prior to such amalgamation, organized and existing under the laws of Canada or any province thereof and upon the effectiveness of such amalgamation, the Successor Guarantor shall have become or shall continue to be (as the case may be), by operation of law, liable for the observance of all obligations of the Guarantor under the Guarantee); and (iii) the Guarantor, the Company or the Successor Guarantor, as applicable, shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such amalgamation, consolidation, merger, conveyance, transfer, lease or other disposition and, if a supplemental indenture is required in connection with such transaction (or series of transactions), such supplemental indenture, comply with this Section 703(a) and that all conditions precedent herein provided for relating to such transaction have been satisfiedrelease. (b) Upon any amalgamation, consolidation or merger, or any conveyance, transfer, lease or other disposition of the properties and assets of the Guarantor substantially as an entirety in accordance with Section 703(a), the Successor Guarantor shall succeed to, and be substituted for, and may exercise every right and power of, the Guarantor under this Supplemental Indenture and the Indenture with the same effect as if such Successor Guarantor had been named as the Guarantor herein; and thereafter, except in the case of a lease, the Guarantor shall be released and relieved from all of its obligations under this Article Seven, and the Guarantee shall be terminated and be of no further force or effect.

Appears in 2 contracts

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

Release of Guarantor. ~~(a) In addition to the release provisions set forth in the Indenture, subject to Section 702(d), the~~ A Guarantor shall be released ~~and relieved~~ from all of its obligations under ~~this Article Seven, and the~~ its Guarantee ~~shall be terminated and be of no further force or effect, upon the request~~ if: (A) all of the ~~Company (without the consent~~ assets of ~~the Trustee) if, immediately after giving effect to~~ such ~~release and termination (and, if applicable, any~~ Guarantor have been sold or otherwise disposed of in a transaction ~~in connection therewith, including any other concurrent release, termination, repayment or discharge of any other guarantee or other Debt of the Guarantor), the Company would be~~ in compliance with ~~Section 504 hereof~~the terms of this Indenture (including Sections 4.12 and 5.01); (B) all of the Equity Interests held by the Issuer and the Restricted Subsidiaries of such Guarantor have been sold or otherwise disposed of in a transaction in compliance with the terms of this Indenture (including Sections 4.12 and 5.01); (C) any Guarantor merges with and into the Issuer or another Guarantor, with the Issuer or such other Guarantor surviving such merger; (D) any Guarantor is designated as an Unrestricted Subsidiary, in accordance with this Indenture or otherwise ceases to be a Restricted Subsidiary (including by way of liquidation or dissolution) in a transaction permitted by this Indenture, (E) any Guarantor ceases to guarantee any Indebtedness of the ~~event of a sale~~ Issuer or any other ~~disposition~~ Guarantor which gave rise to such Guarantor guaranteeing the Notes, except as a result of ~~which the Guarantor would cease to be~~ a ~~Subsidiary. (b) In order to effect the~~ discharge or release and termination provided for in Section 702(a), the Company shall furnish to the Trustee an Officers’ Certificate stating that, immediately after giving effect to such release and termination (as well as any concurrent release, termination, repayment or discharge of any other guarantee or other Debt of the Guarantor), the Company will be in compliance with Section 504 hereof. In the event that the release and termination is in connection with a sale or other disposition as a result of which the Guarantor would cease to be a Subsidiary, pro forma effect shall be given to such disposition (including the application of any proceeds therefrom) in determining the Company’s compliance with Section 504 and, accordingly, the amount of Debt subject to the Guarantee and any other Debt of the Guarantor shall be excluded from any calculation thereunder. Notwithstanding any provision to the contrary in the Indenture or this Supplemental Indenture, no opinion, report or certificate, other than the Officers’ Certificate provided for in this Section 702(b), need be furnished to the Trustee for such release and termination. After its receipt of the aforementioned Officers’ Certificate, the Trustee shall execute any documents reasonably requested by either the Company or the Guarantor in order to evidence the release of the Guarantor from its obligations under the Guarantee under this Article Seven. (c) No supplemental indenture, amendment or waiver shall, without the consent of the Holder of each Outstanding Note, release the Guarantor from any of its obligations under Section 701, other than in accordance with the provisions of this Section 702 or the other release provisions set forth in the Indenture, or amend or modify the release provisions of this Section 702. (d) Notwithstanding the release provisions of Section 702(a), the Guarantor shall not be released from its obligations under this Article Seven and the Guarantee will not be terminated if, immediately after such release and termination (and, if applicable, after giving effect to any transaction to occur concurrently therewith), the Guarantor remains a co-obligor with or a guarantor for, as applicable, the obligations of the Company under any Existing Note. SECTION 703. AMALGAMATION, CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE. (a) Unless the Guarantor has been released, or in connection with such transaction will be released, from its obligations under the Guarantee in accordance with the provisions of Section 702 hereof or any other release provision set forth in the Indenture, the Guarantor shall not amalgamate or consolidate with or merge with or into any other Person or convey, transfer, lease or otherwise dispose of its properties and assets substantially as an entirety to any Person by liquidation, winding-up or otherwise (in one transaction or a series of related transactions) unless: (i) immediately after giving effect to such transaction (and treating any Debt which becomes an obligation of the Guarantor or a Subsidiary of the Guarantor in connection with or as a result of payment under such ~~transaction as having been incurred at the time~~ guarantee of such ~~transaction), no Default or Event of Default shall have occurred and be continuing;~~Indebtedness, (~~ii) either (x~~F) the ~~Guarantor shall be the continuing Person~~ Issuer exercises its Legal Defeasance option in accordance with Section 9.02 or Covenant Defeasance option in accordance with Section 9.03; or (yG) the Person (if other than the Guarantor) formed by such amalgamation or consolidation or into which the Guarantor is merged or the Person which acquires by conveyance, transfer, lease or other disposition the properties and assets of the Guarantor substantially as an entirety (the “Successor Guarantor”) shall, unless the Successor Guarantor is the Company, (A) be a corporation, company, partnership or trust organized and validly existing all obligations under the ~~federal laws of Canada or any Province thereof or the laws of the United States of America or any State thereof or the District of Columbia~~ Indenture are discharged in accordance with Section 9.01; and ~~(B) expressly assume, by an indenture supplemental hereto, executed and delivered to the Trustee,~~ in ~~form satisfactory to the Trustee, all of the obligations of the Guarantor under the Guarantee (provided, however, that the Successor Guarantor shall not be required to execute and deliver~~ each such ~~a supplemental indenture in the event of an amalgamation of the Guarantor with one or more other Persons, in which the amalgamation is governed by the laws of Canada or any province thereof~~case, the Successor Guarantor and the Guarantor are, immediately prior to such amalgamation, organized and existing under the laws of Canada or any province thereof and upon the effectiveness of such amalgamation, the Successor Guarantor shall have become or shall continue to be (as the case may be), by operation of law, liable for the observance of all obligations of the Guarantor under the Guarantee); and (iii) the Guarantor, the Company or the Successor Guarantor, as applicable, shall have Issuer has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such amalgamation, consolidation, merger, conveyance, transfer, lease or other disposition and, if a supplemental indenture is required in connection with such transaction (or series of transactions), such supplemental indenture, comply with this Section 703(a) and that all conditions precedent herein provided for relating to such ~~transaction~~ transactions have been ~~satisfied. (b) Upon~~ complied with and that such release is authorized and permitted hereunder. The Trustee shall execute any ~~amalgamation, consolidation~~ documents reasonably requested in writing by the Issuer or ~~merger, or any conveyance, transfer, lease or other disposition~~ a Guarantor in order to evidence the release of ~~the properties and assets of the~~ such Guarantor substantially as an entirety in accordance with Section 703(a), the Successor Guarantor shall succeed to, and be substituted for, and may exercise every right and power of, the Guarantor under this Supplemental Indenture and the Indenture with the same effect as if such Successor Guarantor had been named as the Guarantor herein; and thereafter, except in the case of a lease, the Guarantor shall be released and relieved from ~~all of~~ its obligations under its Note Guarantee endorsed on the Notes and under this Article ~~Seven, and the Guarantee shall be terminated and be of no further force or effect~~Ten.

Appears in 2 contracts

Samples: Indenture (TRI Pointe Homes, Inc.), Indenture (TRI Pointe Homes, Inc.)

Release of Guarantor. (a) In addition to the release provisions set forth in the Indenture, subject to Section 702(d), the Guarantor shall be released and relieved from all of its obligations under this Article Seven, and the A Guarantor’s Notes Guarantee shall ~~be terminated~~ terminate and be of no further force and effect and such Guarantor shall be deemed to be released from all obligations under this Article X: (a) upon the sale (including any sale pursuant to any exercise of remedies by a holder of Indebtedness of the Company or ~~effect~~of such Guarantor) or other disposition of such Guarantor (including by way of merger, consolidation or sale of its Capital Stock and whether or not such Guarantor is the surviving corporation in such transaction), (b) upon the sale or disposition of all or substantially all of the assets of such Guarantor (other than by lease), (c) upon the designation of such Guarantor as an Unrestricted Subsidiary in accordance with the terms of this Indenture, (d) upon exercise by the Company of its option to elect Covenant Defeasance or Legal Defeasance pursuant to Article VIII, (e) upon a liquidation or dissolution of such Guarantor in compliance with this Indenture, (f) upon the release or discharge of the Guarantee that resulted in the creation of such Notes Guarantee pursuant to Section 4.11 (unless, at such time, such Guarantor would be required to provide a Notes Guarantee pursuant to Section 4.11), except a release or discharge by or as a result of payment under such Guarantee, or (g) upon the discharge of the Company’s obligations under this Indenture in accordance with Section 8.01 or otherwise in accordance with the terms of this Indenture; provided, however, that in the case of clauses (a) and (b) of this Section 10.06, (i) such sale or other disposition is made to a Person other than the Company, a Restricted Subsidiary or any of their Affiliates and (ii) such sale or disposition is otherwise permitted by this Indenture. At the request of the Company (without the consent of the Trustee) if, immediately after giving effect to such release and termination (and, if applicable, any transaction in connection therewith, including any other concurrent release, termination, repayment or discharge of any other guarantee or other Debt of the Guarantor), the Company would be in compliance with Section 504 hereof, including in the event of a sale or other disposition as a result of which the Guarantor would cease to be a Subsidiary. (b) In order to effect the release and termination provided for in Section 702(a), the Company shall furnish to the Trustee an Officers’ Certificate stating that, immediately after giving effect to such release and termination (as well as any concurrent release, termination, repayment or discharge of any other guarantee or other Debt of the Guarantor), the Company will be in compliance with Section 504 hereof. In the event that the release and termination is in connection with a sale or other disposition as a result of which the Guarantor would cease to be a Subsidiary, pro forma effect shall be given to such disposition (including the application of any proceeds therefrom) in determining the Company’s compliance with Section 504 and, accordingly, the amount of Debt subject to the Guarantee and any other Debt of the Guarantor shall be excluded from any calculation thereunder. Notwithstanding any provision to the contrary in the Indenture or this Supplemental Indenture, no opinion, report or certificate, other than the Officers’ Certificate provided for in this Section 702(b), need be furnished to the Trustee for such release and termination. After its receipt of the aforementioned Officers’ Certificate, the Trustee shall execute any documents reasonably requested by either the Company or the Guarantor in order to evidence the release of the Guarantor from its obligations under the Guarantee under this Article Seven. (c) No supplemental indenture, amendment or waiver shall, without the consent of the Holder of each Outstanding Note, release the Guarantor from any of its obligations under Section 701, other than in accordance with the provisions of this Section 702 or the other release provisions set forth in the Indenture, or amend or modify the release provisions of this Section 702. (d) Notwithstanding the release provisions of Section 702(a), the Guarantor shall not be released from its obligations under this Article Seven and the Guarantee will not be terminated if, immediately after such release and termination (and, if applicable, after giving effect to any transaction to occur concurrently therewith), the Guarantor remains a co-obligor with or a guarantor for, as applicable, the obligations of the Company under any Existing Note. SECTION 703. AMALGAMATION, CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE. (a) Unless the Guarantor has been released, or in connection with such transaction will be released, from its obligations under the Guarantee in accordance with the provisions of Section 702 hereof or any other release provision set forth in the Indenture, the Guarantor shall not amalgamate or consolidate with or merge with or into any other Person or convey, transfer, lease or otherwise dispose of its properties and assets substantially as an entirety to any Person by liquidation, winding-up or otherwise (in one transaction or a series of related transactions) unless: (i) immediately after giving effect to such transaction (and treating any Debt which becomes an obligation of the Guarantor or a Subsidiary of the Guarantor in connection with or as a result of such transaction as having been incurred at the time of such transaction), no Default or Event of Default shall have occurred and be continuing; (ii) either (x) the Guarantor shall be the continuing Person or (y) the Person (if other than the Guarantor) formed by such amalgamation or consolidation or into which the Guarantor is merged or the Person which acquires by conveyance, transfer, lease or other disposition the properties and assets of the Guarantor substantially as an entirety (the “Successor Guarantor”) shall, unless the Successor Guarantor is the Company, (A) be a corporation, company, partnership or trust organized and validly existing under the federal laws of Canada or any Province thereof or the laws of the United States of America or any State thereof or the District of Columbia and (B) expressly assume, by an indenture supplemental hereto, executed and delivered to the Trustee, in form satisfactory to the Trustee, all of the obligations of the Guarantor under the Guarantee (provided, however, that the Successor Guarantor shall not be required to execute and deliver an appropriate instrument evidencing such a supplemental indenture in the event of an amalgamation of the Guarantor with one or more other Persons, in which the amalgamation is governed by the laws of Canada or any province thereof, the Successor Guarantor and the Guarantor are, immediately prior to such amalgamation, organized and existing under the laws of Canada or any province thereof and upon the effectiveness of such amalgamation, the Successor Guarantor shall have become or shall continue to be (as the case may be), by operation of law, liable for the observance of all obligations of the Guarantor under the Guarantee); and (iii) the Guarantor, the Company or the Successor Guarantor, as applicable, shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such amalgamation, consolidation, merger, conveyance, transfer, lease or other disposition and, if a supplemental indenture is required in connection with such transaction (or series of transactions), such supplemental indenture, comply with this Section 703(a) and that all conditions precedent herein provided for relating to such transaction have been satisfiedrelease. (b) Upon any amalgamation, consolidation or merger, or any conveyance, transfer, lease or other disposition of the properties and assets of the Guarantor substantially as an entirety in accordance with Section 703(a), the Successor Guarantor shall succeed to, and be substituted for, and may exercise every right and power of, the Guarantor under this Supplemental Indenture and the Indenture with the same effect as if such Successor Guarantor had been named as the Guarantor herein; and thereafter, except in the case of a lease, the Guarantor shall be released and relieved from all of its obligations under this Article Seven, and the Guarantee shall be terminated and be of no further force or effect.

Appears in 2 contracts

Samples: Indenture (Credit Acceptance Corp), Indenture (Credit Acceptance Corp)

Release of Guarantor. ~~(a) In addition to the release provisions set forth in the Indenture, subject to Section 702(d), the~~ The Guarantee of a Guarantor ~~shall~~ will be released ~~and relieved from~~ with respect to a series of Notes: (1) in connection with any sale or other disposition of all or substantially all of ~~its obligations under this Article Seven, and~~ the ~~Guarantee shall be terminated and be~~ assets of ~~no further force~~ that Guarantor (including by way of merger or ~~effect, upon the request of the Company~~ consolidation) to a Person that is not (~~without the consent of the Trustee) if, immediately~~ either before or after giving effect to such ~~release and termination~~ transaction) the Covenant Parent or a Subsidiary of the Covenant Parent; (~~and, if applicable, any transaction~~ 2) in connection ~~therewith, including~~ with any other concurrent release, termination, repayment or discharge of any other guarantee or other Debt of the Guarantor), the Company would be in compliance with Section 504 hereof, including in the event of a sale or other disposition as of Capital Stock of that Guarantor to a ~~result of which the Guarantor would cease to be a Subsidiary.~~ Person that is not (~~b) In order to effect the release and termination provided for in Section 702(a), the Company shall furnish to the Trustee an Officers’ Certificate stating that, immediately~~ either before or after giving effect to such ~~release and termination (as well as any concurrent release, termination, repayment or discharge of any other guarantee or other Debt of~~ transaction) the Guarantor), the Company will be in compliance with Section 504 hereof. In the event that the release and termination is in connection with a sale or other disposition as a result of which the Guarantor would cease to be a Subsidiary, pro forma effect shall be given to such disposition (including the application of any proceeds therefrom) in determining the Company’s compliance with Section 504 and, accordingly, the amount of Debt subject to the Guarantee and any other Debt of the Guarantor shall be excluded from any calculation thereunder. Notwithstanding any provision to the contrary in the Indenture or this Supplemental Indenture, no opinion, report or certificate, other than the Officers’ Certificate provided for in this Section 702(b), need be furnished to the Trustee for such release and termination. After its receipt of the aforementioned Officers’ Certificate, the Trustee shall execute any documents reasonably requested by either the Company or the Guarantor in order to evidence the release of the Guarantor from its obligations under the Guarantee under this Article Seven. (c) No supplemental indenture, amendment or waiver shall, without the consent of the Holder of each Outstanding Note, release the Guarantor from any of its obligations under Section 701, other than in accordance with the provisions of this Section 702 or the other release provisions set forth in the Indenture, or amend or modify the release provisions of this Section 702. (d) Notwithstanding the release provisions of Section 702(a), the Guarantor shall not be released from its obligations under this Article Seven and the Guarantee will not be terminated if, immediately after such release and termination (and, if applicable, after giving effect to any transaction to occur concurrently therewith), the Guarantor remains a co-obligor with or a guarantor for, as applicable, the obligations of the Company under any Existing Note. SECTION 703. AMALGAMATION, CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE. (a) Unless the Guarantor has been released, or in connection with such transaction will be released, from its obligations under the Guarantee in accordance with the provisions of Section 702 hereof or any other release provision set forth in the Indenture, the Guarantor shall not amalgamate or consolidate with or merge with or into any other Person or convey, transfer, lease or otherwise dispose of its properties and assets substantially as an entirety to any Person by liquidation, winding-up or otherwise (in one transaction or a series of related transactions) unless: (i) immediately after giving effect to such transaction (and treating any Debt which becomes an obligation of the Guarantor Covenant Parent or a Subsidiary of the Covenant Parent, if the Guarantor ceases to be a Subsidiary of the Covenant Parent as a result of the sale or other disposition; (3) upon the release or discharge of the guarantee or other obligation of such Guarantor under the Revolving Facility Agreement, or such other guarantee or other obligation that resulted in ~~connection with~~ the creation of such Guarantee, except a release or discharge by or as a result of payment under such ~~transaction as having been incurred at~~ guarantee; provided that the ~~time~~ guarantee of such ~~transaction~~Guarantor under the Existing Senior Notes has been released or is concurrently released; (4) by written notice from the Issuer to the Trustee if such Guarantor does not then guarantee any obligations under any of the Existing Senior Notes (after giving effect to Indebtedness and guarantees concurrently being released or repaid); (5) in accordance with Article IX; (6) upon the full and final payment and performance of all obligations of the Issuer and the Guarantors under this Indenture (with respect to such series) and the Notes of such series; (7) upon Legal Defeasance, Covenant Defeasance or satisfaction and discharge of this Indenture with respect to such series of Notes as provided for in Article VIII; or (8) by written notice from the Issuer to the Trustee so long as the Notes of that series have an Investment Grade rating from two or more Rating Agencies; provided that none of the Existing Senior Notes are guaranteed by such Guarantor (after giving effect to guarantees concurrently being released) and no Default or Event of Default shall have occurred and be ~~continuing; (ii) either (x)~~ continuing at the ~~Guarantor shall be the continuing Person or (y) the Person (if other than the Guarantor) formed by~~ time of such ~~amalgamation or consolidation or into which the Guarantor is merged or the Person which acquires by conveyance~~written notice, transfer, lease or other disposition the properties and assets of the Guarantor substantially as an entirety (the “Successor Guarantor”) shall, unless the Successor Guarantor is the Company, (A) be a corporation, company, partnership or trust organized and validly existing under the federal laws of Canada or any Province thereof or the laws of the United States of America or any State thereof or the District of Columbia and (B) expressly assume, by an indenture supplemental hereto, executed and delivered to the Trustee, in form satisfactory to the Trustee, all of the obligations of the Guarantor under the Guarantee (provided, however, ~~that~~ that, notwithstanding the ~~Successor Guarantor shall not be required~~ above, (i) prior to ~~execute and deliver such a supplemental indenture in~~ the ~~event of an amalgamation of the Guarantor with one or more other Persons, in which the amalgamation is governed by the laws of Canada or any province thereof~~Post-Completion Accession Date, the ~~Successor~~ Guarantee of any Parent Guarantor and the Guarantor are, immediately prior to such amalgamation, organized and existing under the laws of Canada or any province thereof and upon the effectiveness of such amalgamation, the Successor Guarantor shall have become or shall continue to may only be (as the case may be), by operation of law, liable for the observance of all obligations of the Guarantor under the Guarantee); and (iii) the Guarantor, the Company or the Successor Guarantor, as applicable, shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such amalgamation, consolidation, merger, conveyance, transfer, lease or other disposition and, if a supplemental indenture is required in connection with such transaction (or series of transactions), such supplemental indenture, comply with this Section 703(a) and that all conditions precedent herein provided for relating to such transaction have been satisfied. (b) Upon any amalgamation, consolidation or merger, or any conveyance, transfer, lease or other disposition of the properties and assets of the Guarantor substantially as an entirety in accordance with Section 703(a), the Successor Guarantor shall succeed to, and be substituted for, and may exercise every right and power of, the Guarantor under this Supplemental Indenture and the Indenture with the same effect as if such Successor Guarantor had been named as the Guarantor herein; and thereafter, except released in the case of clauses (3) (other than with respect to the Guarantees by SKG and SKA), (4) (other than with respect to the Guarantee by SKA), (5), (6) and (7) and (ii) any Guarantee by any Covenant Parent may only be released to the extent that the Ultimate Parent has provided a ~~lease~~Guarantee of the Notes (other than any release pursuant to clauses (5), (6) and (7) above). At the request of the Issuer, the ~~Guarantor~~ Trustee shall ~~be released~~ execute and ~~relieved from all of its obligations under this Article Seven, and the Guarantee shall be terminated and be of no further force or effect~~deliver an appropriate instrument evidencing such release.

Appears in 1 contract

Samples: Indenture (Smurfit WestRock PLC)

Release of Guarantor. ~~(a) In addition to the release provisions set forth in the Indenture~~If, subject to Section 702(d), the Guarantor shall be released and relieved from all of its obligations under this Article Seven, and the Guarantee shall be terminated and be of no further force or effect, upon the request of the Company (without the consent of the Trustee) if, immediately after giving effect to such release and termination (and, if applicable, any transaction in connection therewith, including any other concurrent release, termination, repayment or discharge of any other guarantee or other Debt of the Guarantor), the Company would be in compliance with ~~Section 504 hereof~~the terms and provisions of the Credit Documents, ~~including~~ (i) all or substantially all of the Capital Stock or property of any Subsidiary Guarantor are sold or otherwise transferred to a Person or Persons none of which is a Credit Party in ~~the event of~~ a ~~sale~~ transaction permitted hereunder or ~~other disposition~~ (ii) any Subsidiary Guarantor becomes an Excluded Subsidiary as a result of ~~which the~~ a transaction or designation permitted hereunder (any such Subsidiary Guarantor, and any Subsidiary Guarantor ~~would cease~~ referred to ~~be a Subsidiary.~~ in clause (~~b) In order to effect the release and termination provided for in Section 702(a~~ii), a “Transferred Guarantor”), such Transferred Guarantor shall, upon the ~~Company shall furnish to the Trustee an Officers’ Certificate stating that, immediately after giving effect to~~ consummation of such ~~release and termination (as well as any concurrent release, termination, repayment~~ sale or ~~discharge of any other guarantee~~ transfer or other ~~Debt of the Guarantor)~~transaction, ~~the Company will~~ be in compliance with Section 504 hereof. In the event that the release and termination is in connection with a sale or other disposition as a result of which the Guarantor would cease to be a Subsidiary, pro forma effect shall be given to such disposition (including the application of any proceeds therefrom) in determining the Company’s compliance with Section 504 and, accordingly, the amount of Debt subject to the Guarantee and any other Debt of the Guarantor shall be excluded from any calculation thereunder. Notwithstanding any provision to the contrary in the Indenture or this Supplemental Indenture, no opinion, report or certificate, other than the Officers’ Certificate provided for in this Section 702(b), need be furnished to the Trustee for such release and termination. After its receipt of the aforementioned Officers’ Certificate, the Trustee shall execute any documents reasonably requested by either the Company or the Guarantor in order to evidence the release of the Guarantor from its obligations under the Guarantee under this Article Seven. (c) No supplemental indenture, amendment or waiver shall, without the consent of the Holder of each Outstanding Note, release the Guarantor from any of its obligations under Section 701, other than in accordance with the provisions of this Section 702 or the other release provisions set forth in the Indenture, or amend or modify the release provisions of this Section 702. (d) Notwithstanding the release provisions of Section 702(a), the Guarantor shall not be automatically released from its obligations under this ~~Article Seven~~ Agreement (including under Section 10.09 hereof) and ~~the Guarantee will not be terminated if, immediately after such release~~ its obligations to pledge and ~~termination (~~grant any Collateral owned by it pursuant to any Collateral Document and, ~~if applicable, after giving effect to any transaction to occur concurrently therewith)~~in the case of a sale of all or substantially all of the Capital Stock of the Transferred Guarantor, the ~~Guarantor remains a co-obligor~~ pledge of such Capital Stock to Collateral Agent pursuant to the Collateral Documents shall be automatically released, and, so long as the Borrower Representative shall have provided the Agents such certifications or documents as any Agent shall reasonably request, Collateral Agent shall take such actions as are necessary to effect each release described in this Section 7.12 in accordance with ~~or a guarantor for, as applicable,~~ the ~~obligations~~ relevant provisions of the ~~Company under~~ Collateral Documents; provided, however, that the release of any ~~Existing Note. SECTION 703. AMALGAMATION, CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE. (a) Unless the~~ Subsidiary Guarantor ~~has been released, or in connection with such transaction will be released,~~ from its obligations under ~~the Guarantee in accordance with the provisions of Section 702 hereof or any other release provision set forth in the Indenture, the~~ this Agreement if such Subsidiary Guarantor shall not amalgamate or consolidate with or merge with or into any other Person or convey, transfer, lease or otherwise dispose of its properties and assets substantially as an entirety to any Person by liquidation, winding-up or otherwise (in one transaction or a series of related transactions) unless: (i) immediately after giving effect to such transaction (and treating any Debt which becomes an ~~obligation of the Guarantor or a~~ Excluded Subsidiary of the ~~Guarantor~~ type described in ~~connection with or as a result~~ clause (a) of ~~such transaction as having been incurred~~ the definition thereof shall only be permitted if at the time such Subsidiary Guarantor becomes an Excluded Subsidiary of such ~~transaction),~~ type (1) no Default or Event of Default shall have occurred and be ~~continuing;~~ outstanding, (2) after giving Pro Forma Effect to such release and the consummation of the transaction that causes such Person to be an Excluded Subsidiary of such type, the Borrowers are deemed to have made a new NAI-1537228099v31537241654v2 Investment in such Person (as if such Person were then newly acquired) and such Investment is permitted at such time and (3) an Authorized Officer of the Borrower Representative certifies to Administrative Agent compliance with preceding clauses (1) and (2); provided, further, that no such release shall occur if such Subsidiary Guarantor continues to be a guarantor in respect of any Incremental Equivalent Debt, any Credit Agreement Refinancing Indebtedness, any Indebtedness incurred pursuant to Section 6.01(u), any Indebtedness incurred pursuant to Section 6.01(x) or any Permitted Refinancing in respect of any of the foregoing. Subject to the immediately preceding paragraph of this Section 7.12, the Guaranty made herein shall remain in full force and effect so long as any Lender shall have any Commitment hereunder, any Loan or other Obligations (other than (i) contingent indemnification obligations not yet due and owing and (ii) ~~either (x) the Guarantor shall be the continuing Person~~ obligations under Cash Management Agreements or ~~(y) the Person (if other than the Guarantor) formed by such amalgamation or consolidation or into~~ obligations under Secured Interest Rate Agreements as to which the Guarantor is merged or the Person which acquires by conveyance, transfer, lease or other disposition the properties and assets of the Guarantor substantially as an entirety (the “Successor Guarantor”) shall, unless the Successor Guarantor is the Company, (A) be a corporation, company, partnership or trust organized and validly existing under the federal laws of Canada or any Province thereof or the laws of the United States of America or any State thereof or the District of Columbia and (B) expressly assume, by an indenture supplemental hereto, executed and delivered to the Trustee, in form arrangements reasonably satisfactory to the Trustee, all of the obligations of the Guarantor under the Guarantee (provided, however, that the Successor Guarantor shall not be required to execute and deliver such a supplemental indenture in the event of an amalgamation of the Guarantor with one or more other Persons, in which the amalgamation is governed by the laws of Canada or any province thereof, the Successor Guarantor and the Guarantor are, immediately prior to such amalgamation, organized and existing under the laws of Canada or any province thereof and upon the effectiveness of such amalgamation, the Successor Guarantor shall have become or shall continue to be (as the case may be), by operation of law, liable for the observance of all obligations of the Guarantor under the Guarantee); and (iii) the Guarantor, the Company or the Successor Guarantor, as applicable, shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such amalgamation, consolidation, merger, conveyance, transfer, lease or other disposition and, if a supplemental indenture is required in connection with such transaction (or series of transactions), such supplemental indenture, comply with this Section 703(a) and that all conditions precedent herein provided for relating to such transaction applicable Lender Counterparty have been ~~satisfied. (b~~made) ~~Upon any amalgamation, consolidation~~ hereunder which is accrued and payable shall remain unpaid or ~~merger~~unsatisfied, or any ~~conveyance, transfer, lease or other disposition~~ Letter of Credit shall remain outstanding (unless the Outstanding Amount of the ~~properties and assets~~ L/C Obligations related thereto has been Cash Collateralized or back-stopped by a letter of credit reasonably satisfactory to the ~~Guarantor substantially as an entirety in accordance with Section 703(a~~applicable Issuing Bank or such Letter of Credit has been deemed reissued under another agreement reasonably acceptable to the applicable Issuing Bank), the Successor Guarantor shall succeed to, and be substituted for, and may exercise every right and power of, the Guarantor under this Supplemental Indenture and the Indenture with the same effect as if such Successor Guarantor had been named as the Guarantor herein; and thereafter, except in the case of a lease, the Guarantor shall be released and relieved from all of its obligations under this Article Seven, and the Guarantee shall be terminated and be of no further force or effect.

Appears in 1 contract

Samples: Credit and Guaranty Agreement (Priority Technology Holdings, Inc.)

Release of Guarantor. (a) In ~~addition to~~ the ~~release provisions set forth in the Indenture, subject to Section 702(d), the Guarantor shall be released and relieved from~~ event of any sale or other disposition of all or substantially all of ~~its obligations under this Article Seven~~the assets of any Subsidiary Guarantor, ~~and the Guarantee shall be terminated and be~~ by way of ~~no further force~~ merger, consolidation or ~~effect~~otherwise, ~~upon the request~~ or a sale or other disposition of all of the ~~Company~~ Capital Stock of any Subsidiary Guarantor, in each case to a Person that is not (~~without the consent of the Trustee) if, immediately~~ either before or after giving effect to such ~~release and termination~~ transactions) the Issuer or a Restricted Subsidiary of the Issuer, then such Subsidiary Guarantor (~~and, if applicable, any transaction~~ in ~~connection therewith, including any other concurrent release, termination, repayment or discharge~~ the event of ~~any other guarantee~~ a sale or other ~~Debt~~ disposition, by way of merger, consolidation or otherwise, of all of the Capital Stock of such Subsidiary Guarantor), ) or the ~~Company would be in compliance with Section 504 hereof, including~~ corporation acquiring the property (in the event of a sale or other disposition ~~as a result~~ of ~~which~~ all or substantially all of the ~~Guarantor would cease to~~ assets of such Subsidiary Guarantor) will be ~~a Subsidiary~~released and relieved of any obligations under its Guarantee; provided that the Net Proceeds of such sale or other disposition are applied in accordance with the applicable provisions of the Indenture, including without limitation Section 4.10 of the Indenture. (b) ~~In order~~ Upon designation of any Restricted Subsidiary that is a Subsidiary Guarantor as an Unrestricted Subsidiary in accordance with the terms of the Indenture (which shall include written notice to ~~effect~~ the ~~release and termination provided for in Section 702(a~~Trustee), ~~the Company shall furnish to the Trustee an Officers’ Certificate stating that, immediately after giving effect to~~ such ~~release~~ Subsidiary Guarantor will be released and ~~termination (as well as any concurrent release, termination, repayment or discharge~~ relieved of any other guarantee or other Debt of the Guarantor), the Company will be in compliance with Section 504 hereof. In the event that the release and termination is in connection with a sale or other disposition as a result of which the Guarantor would cease to be a Subsidiary, pro forma effect shall be given to such disposition (including the application of any proceeds therefrom) in determining the Company’s compliance with Section 504 and, accordingly, the amount of Debt subject to the Guarantee and any other Debt of the Guarantor shall be excluded from any calculation thereunder. Notwithstanding any provision to the contrary in the Indenture or this Supplemental Indenture, no opinion, report or certificate, other than the Officers’ Certificate provided for in this Section 702(b), need be furnished to the Trustee for such release and termination. After its receipt of the aforementioned Officers’ Certificate, the Trustee shall execute any documents reasonably requested by either the Company or the Guarantor in order to evidence the release of the Guarantor from its obligations under ~~the Guarantee under this Article Seven~~its Guarantee. (c) ~~No supplemental indenture, amendment or waiver shall, without the consent of the Holder of each Outstanding Note, release the Guarantor from any of its obligations under Section 701, other than~~ Upon Legal Defeasance in accordance with Article 8 of the ~~provisions~~ Indenture or satisfaction and discharge of ~~this Section 702 or~~ the ~~other release provisions set forth~~ Indenture in accordance with Article 11 of the Indenture, ~~or amend or modify the release provisions~~ each Subsidiary Guarantor will be released and relieved of ~~this Section 702~~any obligations under its Guarantee. (d) ~~Notwithstanding the release provisions of Section 702(a), the~~ Any Subsidiary Guarantor ~~shall~~ not be released from its obligations under its Guarantee as provided in this ~~Article Seven~~ Section 7 will remain liable for the full amount of principal of and ~~the Guarantee will not be terminated if, immediately after such release~~ interest and ~~termination (and~~premium and Additional Amounts and Liquidated Damages, if ~~applicable~~any, ~~after giving effect to any transaction to occur concurrently therewith),~~ on the ~~Guarantor remains a co-obligor with or a guarantor for, as applicable,~~ Notes and for the other obligations of ~~the Company under~~ any Existing Note. SECTION 703. AMALGAMATION, CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE. (a) Unless the Guarantor has been released, or in connection with such transaction will be released, from its obligations under the Guarantee in accordance with the provisions of Section 702 hereof or any other release provision set forth in the Indenture, the Guarantor shall not amalgamate or consolidate with or merge with or into any other Person or convey, transfer, lease or otherwise dispose of its properties and assets substantially as an entirety to any Person by liquidation, winding-up or otherwise (in one transaction or a series of related transactions) unless: (i) immediately after giving effect to such transaction (and treating any Debt which becomes an obligation of the Guarantor or a Subsidiary of the Guarantor in connection with or as a result of such transaction as having been incurred at the time of such transaction), no Default or Event of Default shall have occurred and be continuing; (ii) either (x) the Guarantor shall be the continuing Person or (y) the Person (if other than the Guarantor) formed by such amalgamation or consolidation or into which the Guarantor is merged or the Person which acquires by conveyance, transfer, lease or other disposition the properties and assets of the Guarantor substantially as an entirety (the “Successor Guarantor”) shall, unless the Successor Guarantor is the Company, (A) be a corporation, company, partnership or trust organized and validly existing under the federal laws of Canada or any Province thereof or the laws of the United States of America or any State thereof or the District of Columbia and (B) expressly assume, by an indenture supplemental hereto, executed and delivered to the Trustee, in form satisfactory to the Trustee, all of the obligations of the Guarantor under the ~~Guarantee (provided, however, that the Successor Guarantor shall not be required to execute and deliver such a supplemental indenture~~ Indenture as provided in ~~the event of an amalgamation of the Guarantor with one or more other Persons, in which the amalgamation is governed~~ this Guarantee. Upon delivery by the laws of Canada or any province thereof, the Successor Guarantor and the Guarantor are, immediately prior to such amalgamation, organized and existing under the laws of Canada or any province thereof and upon the effectiveness of such amalgamation, the Successor Guarantor shall have become or shall continue to be (as the case may be), by operation of law, liable for the observance of all obligations of the Guarantor under the Guarantee); and (iii) the Guarantor, the Company or the Successor Guarantor, as applicable, shall have delivered Issuer to the Trustee of an Officers’ Certificate and an Opinion of ~~Counsel, each stating~~ Counsel to the effect that such ~~amalgamation, consolidation, merger, conveyance, transfer, lease~~ sale or other disposition and, if a supplemental indenture is required in connection with such transaction (or series of transactions), such supplemental indenture, comply with this Section 703(a) and that all conditions precedent herein provided for relating to such transaction have been satisfied. (b) Upon any amalgamation, consolidation or merger, or any conveyance, transfer, lease or other disposition of was made by the ~~properties and assets of the Guarantor substantially as an entirety~~ Issuer in accordance with the provisions of the Indenture, including without limitation Section ~~703(a)~~4.10 of the Indenture, the ~~Successor~~ Trustee will execute such documents as are reasonably required in order to evidence the release of any Subsidiary Guarantor shall succeed to, and be substituted for, and may exercise every right and power of, the Guarantor under this Supplemental Indenture and the Indenture with the same effect as if such Successor Guarantor had been named as the Guarantor herein; and thereafter, except in the case of a lease, the Guarantor shall be released and relieved from ~~all of~~ its obligations under ~~this Article Seven, and the Guarantee shall be terminated and be of no further force or effect~~its Guarantee.

Appears in 1 contract

Samples: Note Guarantee (Melco Crown (COD) Hotels LTD)

Release of Guarantor. ~~(a) In addition to the release provisions set forth in the Indenture, subject to Section 702(d), the~~ A Guarantor shall be released and relieved from all of its obligations under this Article Seven, and the Guarantee shall be terminated and be of no further force or effect, upon the request of the Company (without the consent of the Trustee) if, immediately after giving effect to such release and termination (and, if applicable, any transaction in connection therewith, including any other concurrent release, termination, repayment or discharge of any other guarantee or other Debt of the Guarantor), the Company would be in compliance with Section 504 hereof, including in the event of a sale or other disposition as a result of which the Guarantor would cease to be a Subsidiary. (b) In order to effect the release and termination provided for in Section 702(a), the Company shall furnish to the Trustee an Officers’ Certificate stating that, immediately after giving effect to such release and termination (as well as any concurrent release, termination, repayment or discharge of any other guarantee or other Debt of the Guarantor), the Company will be ~~in compliance with Section 504 hereof. In the event that the release~~ automatically and termination is in connection with a sale or other disposition as a result of which the Guarantor would cease to be a Subsidiary, pro forma effect shall be given to such disposition (including the application of any proceeds therefrom) in determining the Company’s compliance with Section 504 and, accordingly, the amount of Debt subject to the Guarantee and any other Debt of the Guarantor shall be excluded from any calculation thereunder. Notwithstanding any provision to the contrary in the Indenture or this Supplemental Indenture, no opinion, report or certificate, other than the Officers’ Certificate provided for in this Section 702(b), need be furnished to the Trustee for such release and termination. After its receipt of the aforementioned Officers’ Certificate, the Trustee shall execute any documents reasonably requested by either the Company or the Guarantor in order to evidence the release of the Guarantor from its obligations under the Guarantee under this Article Seven. (c) No supplemental indenture, amendment or waiver shall, without the consent of the Holder of each Outstanding Note, release the Guarantor from any of its obligations under Section 701, other than in accordance with the provisions of this Section 702 or the other release provisions set forth in the Indenture, or amend or modify the release provisions of this Section 702. (d) Notwithstanding the release provisions of Section 702(a), the Guarantor shall not be unconditionally released from its obligations under this Article ~~Seven~~ 10 (other than any obligation that may have arisen under Section 10.06): (1) solely in the case of a Subsidiary Guarantor (and not in the ~~Guarantee will not be terminated if, immediately after such release and termination (and, if applicable, after giving effect to any transaction to occur concurrently therewith~~case of the Operating Partnership), the Guarantor remains a co-obligor with or a guarantor for, as applicable, the obligations of the Company under any Existing Note. SECTION 703. AMALGAMATION, CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE. (a) Unless the Guarantor has been released, or in connection with ~~such transaction will be released, from its obligations under the Guarantee in accordance with the provisions of Section 702 hereof~~ any sale or ~~any~~ other release provision set forth in the Indenture, the Guarantor shall not amalgamate or consolidate with or merge with or into any other Person or convey, transfer, lease or otherwise dispose of its properties and assets substantially as an entirety to any Person by liquidation, winding-up or otherwise (in one transaction or a series of related transactions) unless: (i) immediately after giving effect to such transaction (and treating any Debt which becomes an obligation disposition of the Capital Stock of such Subsidiary Guarantor or such Subsidiary Guarantor’s direct or indirect parent (including by way of merger or consolidation) other than to the Company or a Subsidiary of the Company, if such transaction at the time of such disposition complies with Section 4.03 hereof and the Subsidiary Guarantor ~~in connection with or~~ ceases to be a Subsidiary of the Company as a result of such ~~transaction as having been incurred at the time of such~~ transaction~~), no Default or Event of Default shall have occurred and be continuing~~; (ii2) if the Company effects either its legal defeasance option or its covenant defeasance option in accordance with Section 8.01(b) hereof or if it satisfies and discharges this Indenture in accordance with Section 8.01(a) hereof; (x3) any Subsidiary Guarantor becoming an Excluded Non-Guarantor Subsidiary; (4) upon the ~~Guarantor shall be the continuing Person or (y) the Person (if other than the Guarantor) formed by such~~ merger, amalgamation or consolidation or liquidation of any Subsidiary Guarantor with and into ~~which~~ the Company or another Subsidiary Guarantor, in each case in compliance with the applicable provisions of this Indenture or upon the liquidation of such Guarantor ~~is merged~~ following the transfer of all of its assets to the Company or another Subsidiary Guarantor; provided that the ~~Person which acquires by conveyance, transfer, lease~~ Company or ~~other disposition the properties and~~ Subsidiary Guarantor acquiring any assets of such Subsidiary Guarantor upon such merger, amalgamation or consolidation or liquidation shall comply with Section 4.14 with respect to such assets and such merger, amalgamation or consolidation or liquidation shall comply with Section 5.01; or (5) any Subsidiary Guarantor (other than any Category 1 Subsidiary), upon the ~~Guarantor substantially as an entirety (~~Collateral Release/Covenant Revision Trigger Date. At the ~~“Successor Guarantor”) shall, unless the Successor Guarantor is~~ request of the Company, ~~(A) be a corporation, company, partnership or trust organized and validly existing under~~ upon delivery by the ~~federal laws~~ Company to the Trustee of ~~Canada or~~ an Officer’s Certificate to the effect that any ~~Province thereof or the laws~~ of the ~~United States of America or any State thereof or~~ conditions described in the ~~District of Columbia~~ foregoing clauses (1) — (5) has occurred, the Trustee and ~~(B) expressly assume~~the Collateral Agent, by an indenture supplemental hereto, executed and delivered to the Trustee, in form satisfactory to the Trustee, all of the obligations of the Guarantor under the Guarantee (provided, however, that the Successor Guarantor as applicable shall ~~not be required to~~ execute and deliver such ~~a supplemental indenture in the event of an amalgamation of the Guarantor with one or more other Persons, in which the amalgamation is governed~~ instrument reasonably requested by the laws of Canada or any province thereof, the Successor Guarantor and the Guarantor are, immediately prior to such amalgamation, organized and existing under the laws of Canada or any province thereof and upon the effectiveness of such amalgamation, the Successor Guarantor shall have become or shall continue to be (as the case may be), by operation of law, liable for the observance of all obligations of the Guarantor under the Guarantee); and (iii) the Guarantor, the Company or ~~the Successor Guarantor, as applicable, shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that~~ such ~~amalgamation, consolidation, merger, conveyance, transfer, lease or other disposition and, if a supplemental indenture is required in connection with~~ Guarantor evidencing such transaction (or series of transactions), such supplemental indenture, comply with this Section 703(a) and that all conditions precedent herein provided for relating to such transaction have been satisfiedrelease. (b) Upon any amalgamation, consolidation or merger, or any conveyance, transfer, lease or other disposition of the properties and assets of the Guarantor substantially as an entirety in accordance with Section 703(a), the Successor Guarantor shall succeed to, and be substituted for, and may exercise every right and power of, the Guarantor under this Supplemental Indenture and the Indenture with the same effect as if such Successor Guarantor had been named as the Guarantor herein; and thereafter, except in the case of a lease, the Guarantor shall be released and relieved from all of its obligations under this Article Seven, and the Guarantee shall be terminated and be of no further force or effect.

Appears in 1 contract

Samples: Indenture (CBL & Associates Limited Partnership)

Release of Guarantor. ~~(a) In addition to the release provisions set forth in the Indenture, subject to Section 702(d), the~~ The Guarantee of a Guarantor ~~shall~~ will be released ~~and relieved from~~ with respect to a series of Notes: (1) in connection with any sale or other disposition of all or substantially all of ~~its obligations under this Article Seven, and~~ the ~~Guarantee shall be terminated and be~~ assets of ~~no further force~~ that Guarantor (including by way of merger or ~~effect, upon the request of the Company~~ consolidation) to a Person that is not (~~without the consent of the Trustee) if, immediately~~ either before or after giving effect to such ~~release and termination~~ transaction) Smurfit Westrock or a Subsidiary of Smurfit Westrock; (~~and, if applicable, any transaction~~ 2) in connection ~~therewith, including~~ with any other concurrent release, termination, repayment or discharge of any other guarantee or other Debt of the Guarantor), the Company would be in compliance with Section 504 hereof, including in the event of a sale or other disposition as of Capital Stock of that Guarantor to a ~~result of which the Guarantor would cease to be a Subsidiary.~~ Person that is not (~~b) In order to effect the release and termination provided for in Section 702(a), the Company shall furnish to the Trustee an Officers’ Certificate stating that, immediately~~ either before or after giving effect to such transaction) Smurfit Westrock or a Subsidiary of Smurfit Westrock, if such Guarantor ceases to be a Subsidiary of Smurfit Westrock as a result of such sale or other disposition; (3) upon the release ~~and termination (as well as any concurrent release, termination, repayment~~ or discharge of ~~any~~ the guarantee or other obligation of such Guarantor under the Revolving Facility Agreement, or such other guarantee or other ~~Debt of the Guarantor), the Company will be in compliance with Section 504 hereof. In the event~~ obligation that the release and termination is in connection with a sale or other disposition as a result of which the Guarantor would cease to be a Subsidiary, pro forma effect shall be given to such disposition (including the application of any proceeds therefrom) in determining the Company’s compliance with Section 504 and, accordingly, the amount of Debt subject to the Guarantee and any other Debt of the Guarantor shall be excluded from any calculation thereunder. Notwithstanding any provision to the contrary resulted in the ~~Indenture~~ creation of such Guarantee, except a release or this Supplemental Indenture, no opinion, report or certificate, other than the Officers’ Certificate provided for in this Section 702(b), need be furnished to the Trustee for such release and termination. After its receipt of the aforementioned Officers’ Certificate, the Trustee shall execute any documents reasonably requested discharge by either the Company or the Guarantor in order to evidence the release of the Guarantor from its obligations under the Guarantee under this Article Seven. (c) No supplemental indenture, amendment or waiver shall, without the consent of the Holder of each Outstanding Note, release the Guarantor from any of its obligations under Section 701, other than in accordance with the provisions of this Section 702 or the other release provisions set forth in the Indenture, or amend or modify the release provisions of this Section 702. (d) Notwithstanding the release provisions of Section 702(a), the Guarantor shall not be released from its obligations under this Article Seven and the Guarantee will not be terminated if, immediately after such release and termination (and, if applicable, after giving effect to any transaction to occur concurrently therewith), the Guarantor remains a co-obligor with or a guarantor for, as applicable, the obligations of the Company under any Existing Note. SECTION 703. AMALGAMATION, CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE. (a) Unless the Guarantor has been released, or in connection with such transaction will be released, from its obligations under the Guarantee in accordance with the provisions of Section 702 hereof or any other release provision set forth in the Indenture, the Guarantor shall not amalgamate or consolidate with or merge with or into any other Person or convey, transfer, lease or otherwise dispose of its properties and assets substantially as an entirety to any Person by liquidation, winding-up or otherwise (in one transaction or a series of related transactions) unless: (i) immediately after giving effect to such transaction (and treating any Debt which becomes an obligation of the Guarantor or a Subsidiary of the Guarantor in connection with or as a result of payment under such ~~transaction as having been incurred at~~ guarantee; provided that the ~~time~~ guarantee of such ~~transaction~~Guarantor under the Existing Notes has been released or is concurrently released; (4) by written notice from the Issuer to the Trustee if such Guarantor does not then guarantee any obligations under any of the Existing Notes (after giving effect to Indebtedness and guarantees concurrently being released or repaid); (5) in accordance with Article IX; (6) upon the full and final payment and performance of all obligations of the Issuer and the Guarantors under this Indenture (with respect to such series) and the Notes of such series; (7) upon Legal Defeasance, Covenant Defeasance or satisfaction and discharge of this Indenture with respect to such series of Notes as provided for in Article VIII; or (8) by written notice from the Issuer to the Trustee so long as the Notes of that series have an Investment Grade rating from two or more Rating Agencies; provided that none of the Existing Notes are guaranteed by such Guarantor (after giving effect to guarantees concurrently being released) and no Default or Event of Default shall have occurred and be ~~continuing; (ii) either (x)~~ continuing at the ~~Guarantor shall be the continuing Person or (y) the Person (if other than the Guarantor) formed by~~ time of such ~~amalgamation or consolidation or into which the Guarantor is merged or the Person which acquires by conveyance~~written notice, transfer, lease or other disposition the properties and assets of the Guarantor substantially as an entirety (the “Successor Guarantor”) shall, unless the Successor Guarantor is the Company, (A) be a corporation, company, partnership or trust organized and validly existing under the federal laws of Canada or any Province thereof or the laws of the United States of America or any State thereof or the District of Columbia and (B) expressly assume, by an indenture supplemental hereto, executed and delivered to the Trustee, in form satisfactory to the Trustee, all of the obligations of the Guarantor under the Guarantee (provided, however, that, notwithstanding the above, any Guarantee by Smurfit Westrock may only be released to the extent that the ~~Successor Guarantor~~ Ultimate Parent has provided a Guarantee of the Notes (other than any release pursuant to clauses (5), (6) and (7) above). At the request of the Issuer, the Trustee shall ~~not be required to~~ execute and deliver an appropriate instrument evidencing such a supplemental indenture in the event of an amalgamation of the Guarantor with one or more other Persons, in which the amalgamation is governed by the laws of Canada or any province thereof, the Successor Guarantor and the Guarantor are, immediately prior to such amalgamation, organized and existing under the laws of Canada or any province thereof and upon the effectiveness of such amalgamation, the Successor Guarantor shall have become or shall continue to be (as the case may be), by operation of law, liable for the observance of all obligations of the Guarantor under the Guarantee); and (iii) the Guarantor, the Company or the Successor Guarantor, as applicable, shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such amalgamation, consolidation, merger, conveyance, transfer, lease or other disposition and, if a supplemental indenture is required in connection with such transaction (or series of transactions), such supplemental indenture, comply with this Section 703(a) and that all conditions precedent herein provided for relating to such transaction have been satisfiedrelease. (b) Upon any amalgamation, consolidation or merger, or any conveyance, transfer, lease or other disposition of the properties and assets of the Guarantor substantially as an entirety in accordance with Section 703(a), the Successor Guarantor shall succeed to, and be substituted for, and may exercise every right and power of, the Guarantor under this Supplemental Indenture and the Indenture with the same effect as if such Successor Guarantor had been named as the Guarantor herein; and thereafter, except in the case of a lease, the Guarantor shall be released and relieved from all of its obligations under this Article Seven, and the Guarantee shall be terminated and be of no further force or effect.

Appears in 1 contract

Samples: Indenture (Smurfit Westrock PLC)

Release of Guarantor. ~~(a) In addition to~~ Lender hereby acknowledges and agrees that, upon the ~~release provisions set forth in~~ request of the ~~Indenture, subject to Section 702(d)~~Borrower, the Guarantor shall be released from its Guarantee of the Obligations, shall have no further liability or obligations in respect thereof and ~~relieved from~~ shall no longer constitute the Guarantor or be or be treated as a Loan Party hereunder or under any of the other Margin Loan Documentation so long as, at the time of such request and on the effective date of such release as specified in such request (which shall be a Business Day), (a) none of the Collateral Shares or any Cash constituting Collateral shall be owned, legally or beneficially, by the Guarantor and (b) no Default shall have occurred and be continuing at such time. Lender hereby acknowledges and agrees that nothing in this Agreement or in any of the other Margin Loan Documentation shall prevent, prohibit or otherwise restrict any of the foregoing (including any steps or actions reasonably incidental thereto) and that, notwithstanding anything to the contrary contained herein or in any other Margin Loan Documentation, no Default shall be deemed to occur or exist as a result thereof. Lender further hereby agrees to give all ~~of its obligations under this Article Seven~~requisite instructions, notices and consents to the Collateral Agent and the ~~Guarantee~~ Custodian to facilitate, implement, consent to and permit the foregoing, including the transfer of legal and/or beneficial ownership of the Guarantor’s Collateral Shares to the Borrower. From and after the effective date of the release of the Guarantor as aforesaid, all provisions of this Agreement and the other Margin Loan Documentation relating to the Guarantor shall ~~be terminated and~~ be of no further force or ~~effect, upon the request of the Company (without the consent of the Trustee) if, immediately after giving~~ effect and all such provisions hereof and thereof relating to ~~such release and termination (and, if applicable, any transaction in connection therewith, including any other concurrent release, termination, repayment~~ or ~~discharge of any other guarantee or other Debt of the Guarantor), the Company would be in compliance with Section 504 hereof, including in the event of~~ referring to a sale or other disposition as a result of which the Guarantor would cease to be a Subsidiary. (b) In order to effect the release and termination provided for in Section 702(a), the Company shall furnish to the Trustee an Officers’ Certificate stating that, immediately after giving effect to such release and termination (as well as any concurrent release, termination, repayment or discharge of any other guarantee or other Debt of the Guarantor), the Company will be in compliance with Section 504 hereof. In the event that the release and termination is in connection with a sale or other disposition as a result of which the Guarantor would cease to be a Subsidiary, pro forma effect shall be given to such disposition (including the application of any proceeds therefrom) in determining the Company’s compliance with Section 504 and, accordingly, the amount of Debt subject to the Guarantee and any other Debt of the Guarantor shall be excluded from any calculation thereunder. Notwithstanding any provision to the contrary in the Indenture or this Supplemental Indenture, no opinion, report or certificate, other than the Officers’ Certificate provided for in this Section 702(b), need be furnished to the Trustee for such release and termination. After its receipt of the aforementioned Officers’ Certificate, the Trustee shall execute any documents reasonably requested by either the Company Loan Party or the Guarantor in order to evidence the release of the Guarantor from its obligations under the Guarantee under this Article Seven. (c) No supplemental indenture, amendment or waiver shall, without the consent of the Holder of each Outstanding Note, release the Guarantor from any of its obligations under Section 701, other than in accordance with the provisions of this Section 702 or the other release provisions set forth in the Indenture, or amend or modify the release provisions of this Section 702. (d) Notwithstanding the release provisions of Section 702(a), the Guarantor Loan Parties shall not be released from its obligations under this Article Seven and the Guarantee will not be terminated if, immediately after such release and termination (and, if applicable, after giving effect to any transaction to occur concurrently therewith), the Guarantor remains a co-obligor with or a guarantor for, as applicable, the obligations of the Company under any Existing Note. SECTION 703. AMALGAMATION, CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE. (a) Unless the Guarantor has been released, or in connection with such transaction will be released, from its obligations under the Guarantee in accordance with the provisions of Section 702 hereof or any other release provision set forth in the Indenture, the Guarantor shall not amalgamate or consolidate with or merge with or into any other Person or convey, transfer, lease or otherwise dispose of its properties and assets substantially as an entirety to any Person by liquidation, winding-up or otherwise (in one transaction or a series of related transactions) unless: (i) immediately after giving effect to such transaction (and treating any Debt which becomes an obligation of the Guarantor or a Subsidiary of the Guarantor in connection with or as a result of such transaction as having been incurred at the time of such transaction), no Default or Event of Default shall have occurred and be continuing; (ii) either (x) the Guarantor shall be the continuing Person or (y) the Person (if other than the Guarantor) formed by such amalgamation or consolidation or into which the Guarantor is merged or the Person which acquires by conveyance, transfer, lease or other disposition the properties and assets of the Guarantor substantially as an entirety (the “Successor Guarantor”) shall, unless the Successor Guarantor is the Company, (A) be a corporation, company, partnership or trust organized and validly existing under the federal laws of Canada or any Province thereof or the laws of the United States of America or any State thereof or the District of Columbia and (B) expressly assume, by an indenture supplemental hereto, executed and delivered to the Trustee, in form satisfactory to the Trustee, all of the obligations of the Guarantor under the Guarantee (provided, however, that the Successor Guarantor shall not be required to execute and deliver such a supplemental indenture in the event of an amalgamation of the Guarantor with one or more other Persons, in which the amalgamation is governed by the laws of Canada or any province thereof, the Successor Guarantor and the Guarantor are, immediately prior to such amalgamation, organized and existing under the laws of Canada or any province thereof and upon the effectiveness of such amalgamation, the Successor Guarantor shall have become or shall continue to be (as the case may be), by operation of law, liable for the observance of all obligations of the Guarantor under the Guarantee); and (iii) the Guarantor, the Company or the Successor Guarantor, as applicable, shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such amalgamation, consolidation, merger, conveyance, transfer, lease or other disposition and, if a supplemental indenture is required in connection with such transaction (or series of transactions), such supplemental indenture, comply with this Section 703(a) and that all conditions precedent herein provided for relating to such transaction have been satisfied. (b) Upon any amalgamation, consolidation or merger, or any conveyance, transfer, lease or other disposition of the properties and assets of the Guarantor substantially as an entirety in accordance with Section 703(a), the Successor Guarantor shall succeed apply to, and be ~~substituted for,~~ construed and ~~may exercise every right and power of~~enforced only as applying to, the Guarantor under this Supplemental Indenture and the Indenture with the same effect as if such Successor Guarantor had been named as the Guarantor herein; and thereafter, except in the case of a lease, the Guarantor shall be released and relieved from all of its obligations under this Article Seven, and the Guarantee shall be terminated and be of no further force or effectBorrower.

Appears in 1 contract

Samples: Loan Agreement (MHR Fund Management LLC)

Release of Guarantor. (a) ~~In addition to the release provisions set forth in the~~ If no Default exists or would exist under this Indenture, ~~subject to Section 702(d)~~upon (i) the sale or disposition of all of the Capital Stock of such Guarantor by the Company in compliance with all of the terms of this Indenture if the Company applies the Net Cash Proceeds of that sale or other disposition in accordance with the applicable provisions of this Indenture, (ii) in connection with any sale or other disposition of all or substantially all of the assets of that Guarantor (including, without limitation, by way of the merger or consolidation) if the Company applies the Net Cash Proceeds of that sale or other disposition in accordance with the applicable provisions of this Indenture or (iii) the designation of such Guarantor as an Unrestricted Subsidiary in accordance with all the terms of this Indenture, such Guarantor’s Guarantee shall be released, and such Guarantor shall be deemed released ~~and relieved~~ from all ~~of its~~ obligations under this Article ~~Seven, and~~ Eleven without any further action required on the ~~Guarantee shall be terminated and be of no further force or effect, upon the request~~ part of the ~~Company (without~~ Trustee or any Holder. If such Guarantor is not so released such Guarantor or the ~~consent of the Trustee) if~~entity surviving such Guarantor, ~~immediately after giving effect to such release and termination (and, if~~ as applicable, ~~any transaction~~ shall remain or be liable under its Guarantee as provided in connection therewith, including any other concurrent release, termination, repayment or discharge of any other guarantee or other Debt of the Guarantor), the Company would be in compliance with Section 504 hereof, including in the event of a sale or other disposition as a result of which the Guarantor would cease to be a Subsidiarythis Article Eleven. (b) ~~In order to effect~~ The Trustee shall deliver an appropriate instrument evidencing the release ~~and termination provided for in Section 702(a),~~ of such Guarantor upon receipt of a request by the Company ~~shall furnish to the Trustee~~ or Subsidiary Guarantor accompanied by an Officers’ Certificate ~~stating that~~and an Opinion of Counsel certifying as to the compliance with this Section 11.04, ~~immediately after giving effect~~ provided the legal counsel delivering such Opinion of Counsel may rely as to ~~such release and termination (as well as any concurrent release, termination, repayment~~ matters of fact on one or ~~discharge of any other guarantee or other Debt~~ more Officers Certificates of the ~~Guarantor), the Company will be in compliance with Section 504 hereof~~Company. In the event that the release and termination is in connection with a sale or other disposition as a result of which the Guarantor would cease to be a Subsidiary, pro forma effect shall be given to such disposition (including the application of any proceeds therefrom) in determining the Company’s compliance with Section 504 and, accordingly, the amount of Debt subject to the Guarantee and any other Debt of the Guarantor shall be excluded from any calculation thereunder. Notwithstanding any provision to the contrary in the Indenture or this Supplemental Indenture, no opinion, report or certificate, other than the Officers’ Certificate provided for in this Section 702(b), need be furnished to the Trustee for such release and termination. After its receipt of the aforementioned Officers’ Certificate, the The Trustee shall execute any documents reasonably requested by ~~either~~ the Company or ~~the~~ such Guarantor in order to evidence the release of ~~the~~ such Guarantor from its obligations under its Guarantee endorsed on the ~~Guarantee~~ Notes and under this Article Seven. (c) No supplemental indenture, amendment or waiver shall, without the consent of the Holder of each Outstanding Note, release the Guarantor from any of its obligations under Section 701, other than in accordance with the provisions of this Section 702 or the other release provisions Eleven. Except as set forth in ~~the Indenture, or amend or modify the release provisions of~~ Articles Four and Five and this Section ~~702. (d) Notwithstanding the release provisions of Section 702(a)~~11.04, ~~the Guarantor shall not be released from its obligations under~~ nothing contained in this ~~Article Seven and the Guarantee will not be terminated if, immediately after such release and termination (and, if applicable, after giving effect to~~ Indenture or in any ~~transaction to occur concurrently therewith), the Guarantor remains a co-obligor with or a guarantor for, as applicable, the obligations~~ of the ~~Company under~~ Notes shall prevent any ~~Existing Note. SECTION 703. AMALGAMATION, CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE. (a) Unless the~~ consolidation or merger of such Guarantor has been released, or in connection with such transaction will be released, from its obligations under the Guarantee in accordance with the provisions of Section 702 hereof or any other release provision set forth in the Indenture, the Guarantor shall not amalgamate or consolidate with or merge with or into the Company or shall prevent any ~~other Person~~ sale or ~~convey, transfer, lease~~ conveyance of the property of such Guarantor as an entirety or ~~otherwise dispose of its properties and assets~~ substantially as an entirety to any Person by liquidation, winding-up or otherwise (in one transaction or a series of related transactions) unless: (i) immediately after giving effect to such transaction (and treating any Debt which becomes an obligation of the Guarantor or a Subsidiary of the Guarantor in connection with or as a result of such transaction as having been incurred at the time of such transaction), no Default or Event of Default shall have occurred and be continuing; (ii) either (x) the Guarantor shall be the continuing Person or (y) the Person (if other than the Guarantor) formed by such amalgamation or consolidation or into which the Guarantor is merged or the Person which acquires by conveyance, transfer, lease or other disposition the properties and assets of the Guarantor substantially as an entirety (the “Successor Guarantor”) shall, unless the Successor Guarantor is the Company, (A) be a corporation, company, partnership or trust organized and validly existing under the federal laws of Canada or any Province thereof or the laws of the United States of America or any State thereof or the District of Columbia and (B) expressly assume, by an indenture supplemental hereto, executed and delivered to the Trustee, in form satisfactory to the Trustee, all of the obligations of the Guarantor under the Guarantee (provided, however, that the Successor Guarantor shall not be required to execute and deliver such a supplemental indenture in the event of an amalgamation of the Guarantor with one or more other Persons, in which the amalgamation is governed by the laws of Canada or any province thereof, the Successor Guarantor and the Guarantor are, immediately prior to such amalgamation, organized and existing under the laws of Canada or any province thereof and upon the effectiveness of such amalgamation, the Successor Guarantor shall have become or shall continue to be (as the case may be), by operation of law, liable for the observance of all obligations of the Guarantor under the Guarantee); and (iii) the Guarantor, the Company or the Successor Guarantor, as applicable, shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such amalgamation, consolidation, merger, conveyance, transfer, lease or other disposition and, if a supplemental indenture is required in connection with such transaction (or series of transactions), such supplemental indenture, comply with this Section 703(a) and that all conditions precedent herein provided for relating to such transaction have been satisfied. (b) Upon any amalgamation, consolidation or merger, or any conveyance, transfer, lease or other disposition of the properties and assets of the Guarantor substantially as an entirety in accordance with Section 703(a), the Successor Guarantor shall succeed to, and be substituted for, and may exercise every right and power of, the Guarantor under this Supplemental Indenture and the Indenture with the same effect as if such Successor Guarantor had been named as the Guarantor herein; and thereafter, except in the case of a lease, the Guarantor shall be released and relieved from all of its obligations under this Article Seven, and the Guarantee shall be terminated and be of no further force or effect.

Appears in 1 contract

Samples: Indenture (Standard Commercial Corp)

Release of Guarantor. (a) ~~In addition~~ Upon the sale, assignment, transfer, conveyance, exchange or other disposition (including by way of consolidation, merger or otherwise) of such Guarantor; (b) upon the sale or disposition of all or substantially all of the assets of such Guarantor (in case of clauses (a) and (b), other than a sale, assignment, transfer, conveyance, exchange or other disposition to the release provisions set forth in the Indenture, subject to Section 702(d), the Guarantor shall be released and relieved from all of its obligations under this Article Seven, and the Guarantee shall be terminated and be of no further force Company or ~~effect, upon the request~~ an Affiliate of the Company ~~(without the consent of the Trustee) if, immediately after giving effect to such release~~ and termination (and, if applicable, any transaction in connection therewith, including any other concurrent release, termination, repayment or discharge of any other guarantee or other Debt of the Guarantor), as permitted by this Indenture and the Company ~~would be in compliance~~ complies with Section 504 hereof, including in the event of a sale or other disposition as a result of which the Guarantor would cease to be a Subsidiary. (b) In order to effect the release and termination provided for in Section 702(a), the Company shall furnish to the Trustee an Officers’ Certificate stating that, immediately after giving effect to such release and termination (as well as any concurrent release, termination, repayment or discharge of any other guarantee or other Debt of the Guarantor), the Company will be in compliance with Section 504 hereof. In the event that the release and termination is in connection with a sale or other disposition as a result of which the Guarantor would cease to be a Subsidiary, pro forma effect shall be given to such disposition (including the application of any proceeds therefrom) in determining the Company’s compliance with Section 504 and, accordingly, the amount of Debt subject to the Guarantee and any other Debt of the Guarantor shall be excluded from any calculation thereunder. Notwithstanding any provision to the contrary in the Indenture or this Supplemental Indenture, no opinion, report or certificate, other than the Officers’ Certificate provided for in this Section 702(b), need be furnished to the Trustee for such release and termination. After its receipt of the aforementioned Officers’ Certificate, the Trustee shall execute any documents reasonably requested by either the Company or the Guarantor in order to evidence the release of the Guarantor from its obligations under the Guarantee under this Article Seven. (c) No supplemental indenture, amendment or waiver shall, without the consent of the Holder of each Outstanding Note, release the Guarantor from any of its obligations under Section ~~701, other than~~ 4.08 hereof and if in accordance with the provisions of this Section 702 or the other release provisions set forth in the Indenture, or amend or modify the release provisions of this Section 702. (d) Notwithstanding the release provisions of Section 702(a), the Guarantor shall not be released from its obligations under this Article Seven and the Guarantee will not be terminated if, immediately after such release and termination (and, if applicable, after giving effect to any transaction to occur concurrently therewith), the Guarantor remains a co-obligor with or a guarantor for, as applicable, the obligations of connection therewith the Company under any Existing Note. SECTION 703. AMALGAMATION, CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE. (a) Unless the Guarantor has been released, or in connection with such transaction will be released, from its obligations under the Guarantee in accordance with the provisions of Section 702 hereof or any other release provision set forth in the Indenture, the Guarantor shall not amalgamate or consolidate with or merge with or into any other Person or convey, transfer, lease or otherwise dispose of its properties and assets substantially as an entirety to any Person by liquidation, winding-up or otherwise (in one transaction or a series of related transactions) unless: (i) immediately after giving effect to such transaction (and treating any Debt which becomes an obligation of the Guarantor or a Subsidiary of the Guarantor in connection with or as a result of such transaction as having been incurred at the time of such transaction), no Default or Event of Default shall have occurred and be continuing; (ii) either (x) the Guarantor shall be the continuing Person or (y) the Person (if other than the Guarantor) formed by such amalgamation or consolidation or into which the Guarantor is merged or the Person which acquires by conveyance, transfer, lease or other disposition the properties and assets of the Guarantor substantially as an entirety (the “Successor Guarantor”) shall, unless the Successor Guarantor is the Company, (A) be a corporation, company, partnership or trust organized and validly existing under the federal laws of Canada or any Province thereof or the laws of the United States of America or any State thereof or the District of Columbia and (B) expressly assume, by an indenture supplemental hereto, executed and delivered to the Trustee, in form satisfactory to the Trustee, all of the obligations of the Guarantor under the Guarantee (provided, however, that the Successor Guarantor shall not be required to execute and deliver such a supplemental indenture in the event of an amalgamation of the Guarantor with one or more other Persons, in which the amalgamation is governed by the laws of Canada or any province thereof, the Successor Guarantor and the Guarantor are, immediately prior to such amalgamation, organized and existing under the laws of Canada or any province thereof and upon the effectiveness of such amalgamation, the Successor Guarantor shall have become or shall continue to be (as the case may be), by operation of law, liable for the observance of all obligations of the Guarantor under the Guarantee); and (iii) the Guarantor, the Company or the Successor Guarantor, as applicable, shall have delivered to the Trustee provides an Officers’ Certificate and an Opinion of ~~Counsel~~Counsel to the Trustee, each stating that all conditions precedent provided for in this Indenture relating to such ~~amalgamation, consolidation, merger, conveyance, transfer, lease~~ transactions or ~~other disposition and~~release have been complied with); (c) upon the release or discharge of such Guarantor from its guarantee, if ~~a supplemental indenture is required~~ any, and of all pledges and security, if any, granted by such Guarantor in connection with a Debt Facility, except a release or discharge by or as a result of payment under such ~~transaction~~ guarantee; or (~~or series~~ d) upon designation of ~~transactions)~~a Guarantor as an Unrestricted Subsidiary pursuant to the terms of this Indenture, such ~~supplemental indenture, comply with~~ Guarantor shall be deemed released from all obligations under this ~~Section 703(a) and that all conditions precedent herein provided for relating to such transaction have been satisfied. (b) Upon~~ Article 11 without any ~~amalgamation, consolidation or merger,~~ further action required on the part of the Trustee or any ~~conveyance, transfer, lease~~ Holder. If the Company exercises its Legal Defeasance option or ~~other disposition~~ its Covenant Defeasance option in accordance with the provisions of ~~the properties and assets of the Guarantor substantially as an entirety~~ Article 8 hereof or if its obligations under this Indenture are discharged in accordance with Section ~~703(a)~~8.06 hereof, each Guarantor shall be released from all obligations under this Article 11 without any further action required on the part of the Trustee or any Holder. At the request of the Company and if in connection therewith the Company provides an Officers’ Certificate and an Opinion of Counsel to the Trustee, each stating that all the conditions precedent provided for in this Indenture relating to the execution of such instrument have been complied with, the ~~Successor~~ Trustee shall execute and deliver an appropriate instrument evidencing the release of a Guarantor ~~shall succeed to, and be substituted for, and may exercise every right and power of,~~ pursuant to this Section 11.02. In the event that any released Guarantor ~~under this Supplemental Indenture and the Indenture with the same effect as if such Successor Guarantor had been named as the Guarantor herein; and thereafter, except~~ (in the case of clauses (c) or (d) above) thereafter borrows money or guarantees Indebtedness under a ~~lease~~Debt Facility, ~~the~~ such former Guarantor ~~shall be released and relieved from all of its obligations under this Article Seven, and the Guarantee shall be terminated and be of no further force or effect~~will again provide a Guarantee.

Appears in 1 contract

Samples: Eleventh Supplemental Indenture (Central Garden & Pet Co)

Release of Guarantor. The Guarantee of a Guarantor will be released: (a1) ~~In addition~~ with respect to ~~the release provisions set forth~~ a Subsidiary Guarantor, in ~~the Indenture, subject to Section 702(d), the Guarantor shall be released and relieved from~~ connection with any sale or other disposition of all or substantially all of ~~its obligations under this Article Seven, and~~ the ~~Guarantee shall be terminated and be~~ assets of ~~no further force~~ that Subsidiary Guarantor (including by way of merger or ~~effect, upon the request of the Company~~ consolidation) to a Person that is not (~~without the consent of the Trustee) if, immediately~~ either before or after giving effect to such ~~release and termination~~ transaction) the Issuer or a Subsidiary; (~~and~~2) with respect to a Subsidiary Guarantor, ~~if applicable, any transaction~~ in connection ~~therewith, including~~ with any other concurrent release, termination, repayment or discharge of any other guarantee or other Debt of the Guarantor), the Company would be in compliance with Section 504 hereof, including in the event of a sale or other disposition as of Capital Stock of that Subsidiary Guarantor to a ~~result of which the Guarantor would cease to be a Subsidiary.~~ Person that is not (~~b) In order to effect the release and termination provided for in Section 702(a), the Company shall furnish to the Trustee an Officers’ Certificate stating that, immediately~~ either before or after giving effect to such transaction) the Issuer or a Subsidiary, if such Subsidiary Guarantor ceases to be a Subsidiary as a result of such sale or other disposition; (3) with respect to a Guarantor other than SKG, upon the release ~~and termination (as well as any concurrent release, termination, repayment~~ or discharge of ~~any~~ the guarantee or other obligation of such Guarantor under the Senior Facility Agreement or such other guarantee or other ~~Debt of the Guarantor), the Company will be in compliance with Section 504 hereof. In the event~~ obligation that the release and termination is in connection with a sale or other disposition as a result of which the Guarantor would cease to be a Subsidiary, pro forma effect shall be given to such disposition (including the application of any proceeds therefrom) in determining the Company’s compliance with Section 504 and, accordingly, the amount of Debt subject to the Guarantee and any other Debt of the Guarantor shall be excluded from any calculation thereunder. Notwithstanding any provision to the contrary resulted in the ~~Indenture~~ creation of such Guarantee, except a release or this Supplemental Indenture, no opinion, report or certificate, other than the Officers’ Certificate provided for in this Section 702(b), need be furnished to the Trustee for such release and termination. After its receipt of the aforementioned Officers’ Certificate, the Trustee shall execute any documents reasonably requested discharge by either the Company or the Guarantor in order to evidence the release of the Guarantor from its obligations under the Guarantee under this Article Seven. (c) No supplemental indenture, amendment or waiver shall, without the consent of the Holder of each Outstanding Note, release the Guarantor from any of its obligations under Section 701, other than in accordance with the provisions of this Section 702 or the other release provisions set forth in the Indenture, or amend or modify the release provisions of this Section 702. (d) Notwithstanding the release provisions of Section 702(a), the Guarantor shall not be released from its obligations under this Article Seven and the Guarantee will not be terminated if, immediately after such release and termination (and, if applicable, after giving effect to any transaction to occur concurrently therewith), the Guarantor remains a co-obligor with or a guarantor for, as applicable, the obligations of the Company under any Existing Note. SECTION 703. AMALGAMATION, CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE. (a) Unless the Guarantor has been released, or in connection with such transaction will be released, from its obligations under the Guarantee in accordance with the provisions of Section 702 hereof or any other release provision set forth in the Indenture, the Guarantor shall not amalgamate or consolidate with or merge with or into any other Person or convey, transfer, lease or otherwise dispose of its properties and assets substantially as an entirety to any Person by liquidation, winding-up or otherwise (in one transaction or a series of related transactions) unless: (i) immediately after giving effect to such transaction (and treating any Debt which becomes an obligation of the Guarantor or a Subsidiary of the Guarantor in connection with or as a result of payment under such ~~transaction as having been incurred at~~ guarantee; provided that the ~~time~~ guarantee of such ~~transaction~~Guarantor under the Existing Senior Notes has been released or is concurrently released; (4) by written notice from the Issuer to the Trustee if such Guarantor does not then guarantee the Issuer’s obligations under any of the Existing Senior Notes (after giving effect to Indebtedness and guarantees concurrently being released or repaid); (5) in accordance with Article IX; (6) upon the full and final payment and performance of all Obligations of the Issuer and the Guarantors under this Indenture and the Notes; (7) upon Legal Defeasance, Covenant Defeasance or satisfaction and discharge of this Indenture as provided for in Article VIII; or (8) with respect to a Subsidiary Guarantor, by written notice from the Issuer to the Trustee upon the Notes receiving an Investment Grade Rating from the Rating Agencies; provided that none of the Existing Senior Notes are guaranteed by any of the Subsidiary Guarantors (after giving effect to guarantees concurrently being released) and no Default or Event of Default shall have occurred and be ~~continuing; (ii) either (x)~~ continuing at the ~~Guarantor shall be the continuing Person or (y) the Person (if other than the Guarantor) formed by~~ time of such ~~amalgamation or consolidation or into which the Guarantor is merged or the Person which acquires by conveyance~~written notice, transfer, lease or other disposition the properties and assets of the Guarantor substantially as an entirety (the “Successor Guarantor”) shall, unless the Successor Guarantor is the Company, (A) be a corporation, company, partnership or trust organized and validly existing under the federal laws of Canada or any Province thereof or the laws of the United States of America or any State thereof or the District of Columbia and (B) expressly assume, by an indenture supplemental hereto, executed and delivered to the Trustee, in form satisfactory to the Trustee, all of the obligations of the Guarantor under the Guarantee (provided, however, that ~~the Successor Guarantor shall not be required to execute and deliver such a supplemental indenture~~ in the ~~event~~ case of ~~an amalgamation of the Guarantor with one or more other Persons, in which the amalgamation is governed by the laws of Canada or any province thereof~~clauses (1) and (2) above, the Successor Guarantor and the Guarantor are, immediately prior to such amalgamation, organized and existing under the laws of Canada or any province thereof and upon the effectiveness of such amalgamation, the Successor Guarantor shall have become or shall continue to be (as the case may be), by operation of law, liable for the observance of all obligations of the Guarantor under the Guarantee); and (iii) the Guarantor, the Company or the Successor Guarantor, as applicable, shall have delivered to the Trustee Issuer provides an Officers’ Certificate ~~and an Opinion of Counsel, each stating~~ to the Trustee to the effect that such amalgamation, consolidation, merger, conveyance, transfer, lease or other disposition and, if a supplemental indenture is required in connection with such transaction (or series of transactions), such supplemental indenture, the Issuer will comply with this Section 703(a) and that all conditions precedent herein provided for relating to such transaction have been satisfied. (b) Upon any amalgamation, consolidation or merger, or any conveyance, transfer, lease or other disposition of the properties and assets of the Guarantor substantially as an entirety in accordance with Section 703(a), the Successor Guarantor shall succeed to, and be substituted for, and may exercise every right and power of, the Guarantor under this Supplemental Indenture and the Indenture with the same effect as if such Successor Guarantor had been named as the Guarantor herein; and thereafter, except in the case of a lease, the Guarantor shall be released and relieved from all of its obligations under ~~this Article Seven~~Section 4.6. At the request of the Issuer, the Trustee shall execute and ~~the Guarantee shall be terminated and be of no further force or effect~~deliver an appropriate instrument evidencing such release.

Appears in 1 contract

Samples: Indenture (Smurfit WestRock PLC)

Release of Guarantor. (a) ~~In addition~~ The Guarantee and any Obligations of a Guarantor under any Security Document to which it is a party and any Lien created by such Guarantor under any such Security Documents will be automatically and unconditionally released without any action on the ~~release provisions set forth~~ part of the Trustee or the Holders of the Notes (1) in ~~the Indenture~~connection with any sale, ~~subject to Section 702(d)~~exchange, ~~the Guarantor shall be released and relieved from~~ transfer or other disposition of all or substantially all of ~~its obligations under this Article Seven~~the assets of that Guarantor, ~~and the Guarantee shall be terminated and be of no further force or effect, upon the request of~~ if the Company ~~(without~~ applies the ~~consent~~ Net Cash Proceeds of the Trustee) if, immediately after giving effect to such release and termination (and, if applicable, any transaction in connection therewith, including any other concurrent release, termination, repayment or discharge of any other guarantee or other Debt of the Guarantor), the Company would be in compliance with Section 504 hereof, including in the event of a that sale or other disposition in accordance with the applicable provisions of this Indenture; (2) in connection with any sale, exchange, transfer or other disposition (including, without limitation, by way of merger, consolidation or otherwise), directly or indirectly, of Capital Stock of such Guarantor to any Person that is not a Restricted Subsidiary of the Company, or an issuance by such Guarantor of its Capital Stock, in each case as a result of which ~~the~~ such Guarantor ~~would cease~~ ceases to be a Subsidiary. (b) In order to effect the release and termination provided for in Section 702(a), the Company shall furnish to the Trustee an Officers’ Certificate stating that, immediately after giving effect to such release and termination (as well as any concurrent release, termination, repayment or discharge of any other guarantee or other Debt Subsidiary of the ~~Guarantor), the Company will be in compliance with Section 504 hereof. In the event~~ Company; provided that ~~the release and termination~~ (i) such transaction is in connection with a sale or other disposition as a result of which the Guarantor would cease to be a Subsidiary, pro forma effect shall be given to such disposition (including the application of any proceeds therefrom) in determining the Company’s compliance with Section 504 and, accordingly, the amount of Debt subject to the Guarantee and any other Debt of the Guarantor shall be excluded from any calculation thereunder. Notwithstanding any provision to the contrary in the Indenture or this Supplemental Indenture, no opinion, report or certificate, other than the Officers’ Certificate provided for in this Section 702(b), need be furnished to the Trustee for such release and termination. After its receipt of the aforementioned Officers’ Certificate, the Trustee shall execute any documents reasonably requested by either the Company or the Guarantor in order to evidence the release of the Guarantor from its obligations under the Guarantee under this Article Seven. (c) No supplemental indenture, amendment or waiver shall, without the consent of the Holder of each Outstanding Note, release the Guarantor from any of its obligations under Section 701, other than made in accordance with the provisions of this ~~Section 702 or the other release provisions set forth in the Indenture, or amend or modify the release provisions of this Section 702.~~ Indenture and (dii) ~~Notwithstanding the release provisions of Section 702(a), the~~ such Guarantor ~~shall not be~~ is also released from all of its ~~obligations under this Article Seven and the Guarantee will not be terminated if, immediately after such release and termination (and~~obligations, if ~~applicable~~any, ~~after giving effect to any transaction to occur concurrently therewith), the Guarantor remains a co-obligor with or a guarantor for, as applicable, the obligations~~ in respect of all other Indebtedness of the Company ~~under~~ and each other Guarantor, including any ~~Existing Note. SECTION 703. AMALGAMATION, CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE.~~ Senior Secured Indebtedness; (a3) ~~Unless~~ if the Company designates that Guarantor ~~has been released, or in connection with such transaction will be released, from its obligations under the Guarantee~~ as an Unrestricted Subsidiary in accordance with the applicable provisions of ~~Section 702 hereof or any other release provision set forth~~ this Indenture; (4) if, in the ~~Indenture~~case of an LSAE, such LSAE has refinanced Indebtedness incurred, or has incurred additional Indebtedness (other than with respect to the ~~Guarantor shall not amalgamate~~ acquisition of an additional station), under clause (14) or consolidate with or merge with or into any other Person or convey, transfer, lease or otherwise dispose of its properties and assets substantially as an entirety to any Person by liquidation, winding-up or otherwise (~~in one transaction or a series of related transactions~~15) ~~unless: (i) immediately after giving effect to such transaction (and treating any Debt which becomes an obligation~~ of the ~~Guarantor or a Subsidiary~~ definition of "Permitted Indebtedness" with Indebtedness incurred pursuant to clause (4) of the ~~Guarantor in connection with or as a result~~ definition of "Permitted Indebtedness" and such transaction as having been incurred at the time of such transaction), no Default or Event of Default shall have occurred and be continuing; (ii) either (x) the Guarantor shall be the continuing Person or (y) the Person (if other than the Guarantor) formed by such amalgamation or consolidation or into which the Guarantor is merged or the Person which acquires by conveyance, transfer, lease or other disposition the properties and assets of the Guarantor substantially as an entirety (the “Successor Guarantor”) shall, unless the Successor Guarantor is the Company, (A) be a corporation, company, partnership or trust organized and validly existing under the federal laws of Canada or any Province thereof or the laws of the United States of America or any State thereof or the District of Columbia and (B) expressly assume, by an indenture supplemental hereto, executed and delivered to the Trustee, in form satisfactory to the Trustee, all of the obligations of the Guarantor under the Guarantee (provided, however, that the Successor Guarantor shall LSAE would not be required to ~~execute and deliver such~~ provide a ~~supplemental indenture in~~ Guarantee pursuant to the ~~event~~ proviso of ~~an amalgamation of the Guarantor with one~~ Section 4.16 hereof; or more other Persons, in which the amalgamation is governed by the laws of Canada or any province thereof, the Successor Guarantor and the Guarantor are, immediately prior to such amalgamation, organized and existing under the laws of Canada or any province thereof and (5) upon the ~~effectiveness~~ payment in full of ~~such amalgamation~~all principal, premium, if any, interest and Additional Interest, if any, on the ~~Successor Guarantor shall have become or shall continue to be (as the case may be), by operation~~ Notes and of ~~law, liable~~ all other Obligations for the ~~observance~~ payment of ~~all obligations of the Guarantor under the Guarantee); and (iii) the Guarantor, the Company or the Successor Guarantor, as applicable, shall have delivered~~ money due and owing to the Trustee ~~an Officers’ Certificate~~ or the Holders under this Indenture, the Notes, the Guarantees and ~~an Opinion~~ the Security Documents. In addition, concurrently with any Legal Defeasance or Covenant Defeasance, the Guarantors shall be released from all of Counsel, each stating that such amalgamation, consolidation, merger, conveyance, transfer, lease or other disposition and, if a supplemental indenture is required in connection with such transaction (or series of transactions), such supplemental indenture, comply with this Section 703(a) and that all conditions precedent herein provided for relating to such transaction have been satisfiedtheir Obligations under their respective applicable Guarantees. (b) ~~Upon any amalgamation, consolidation~~ The Trustee shall deliver an appropriate instrument or merger, or any conveyance, transfer, lease or other disposition of the properties and assets of the Guarantor substantially as an entirety in accordance with Section 703(a), the Successor Guarantor shall succeed to, and be substituted for, and may exercise every right and power of, the Guarantor under this Supplemental Indenture and the Indenture with the same effect as if instruments evidencing such ~~Successor Guarantor had been named as the Guarantor herein; and thereafter, except in the case~~ release upon receipt of a ~~lease,~~ request by the ~~Guarantor shall be released~~ Company accompanied by an Officers' Certificate and ~~relieved from all~~ Opinion of ~~its obligations under~~ Counsel certifying as to the compliance with this ~~Article Seven, and the Guarantee shall be terminated and be of no further force or effect~~Section 11.4.

Appears in 1 contract

Samples: Indenture (Granite Broadcasting Corp)

Release of Guarantor. (a) ~~In addition to~~ Any Guarantor (other than the ~~release provisions set forth in the Indenture, subject to Section 702(d), the Guarantor shall~~ Company) will be released and relieved ~~from all~~ of ~~its~~ any obligations under ~~this Article Seven, and the Guarantee shall be terminated and be~~ its Note Guarantee: (i) in connection with any sale or other transfer or disposition of ~~no further force~~ Capital Stock of a Guarantor to a Person that is not (either before or ~~effect, upon the request of the Company (without the consent of the Trustee) if, immediately~~ after giving effect to such ~~release and termination (and~~transaction) the Company, ~~if applicable, any transaction in connection therewith, including any other concurrent release, termination, repayment~~ the Issuer or ~~discharge of any other guarantee or other Debt~~ a Restricted Subsidiary of the ~~Guarantor)~~Company, the Company would be in compliance with Section 504 hereof, including in the event of a sale or other disposition as a result of which the Guarantor would cease to be a Subsidiary. (b) In order to effect the release and termination provided for in Section 702(a), the Company shall furnish to the Trustee an Officers’ Certificate stating such that, immediately after giving effect to such ~~release and termination (as well as any concurrent release~~transaction, termination, repayment or discharge of any other guarantee or other Debt of the Guarantor), the Company will be in compliance with Section 504 hereof. In the event that the release and termination is in connection with a sale or other disposition as a result of which the such Guarantor would cease to be a Subsidiary, pro forma effect shall be given to such disposition (including the application of any proceeds therefrom) in determining the Company’s compliance with Section 504 and, accordingly, the amount of Debt subject to the Guarantee and any other Debt of the Guarantor shall be excluded from any calculation thereunder. Notwithstanding any provision to the contrary in the Indenture or this Supplemental Indenture, no opinion, report or certificate, other than the Officers’ Certificate provided for in this Section 702(b), need be furnished to the Trustee for such release and termination. After its receipt of the aforementioned Officers’ Certificate, the Trustee shall execute any documents reasonably requested by either the Company or the Guarantor in order to evidence the release of the Guarantor from its obligations under the Guarantee under this Article Seven. (c) No supplemental indenture, amendment or waiver shall, without the consent of the Holder of each Outstanding Note, release the Guarantor from any of its obligations under Section 701, other than in accordance with the provisions of this Section 702 or the other release provisions set forth in the Indenture, or amend or modify the release provisions of this Section 702. (d) Notwithstanding the release provisions of Section 702(a), the Guarantor shall not be released from its obligations under this Article Seven and the Guarantee will not be terminated if, immediately after such release and termination (and, if applicable, after giving effect to any transaction to occur concurrently therewith), the Guarantor remains a co-obligor with or a guarantor for, as applicable, the obligations of the Company under any Existing Note. SECTION 703. AMALGAMATION, CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE. (a) Unless the Guarantor has been released, or in connection with such transaction will be released, from its obligations under the Guarantee in accordance with the provisions of Section 702 hereof or any other release provision set forth in the Indenture, the Guarantor shall not amalgamate or consolidate with or merge with or into any other Person or convey, transfer, lease or otherwise dispose of its properties and assets substantially as an entirety to any Person by liquidation, winding-up or otherwise (in one transaction or a series of related transactions) unless: (i) immediately after giving effect to such transaction (and treating any Debt which becomes an obligation of the Guarantor or longer constitute a Subsidiary of the Company, if the sale of such Capital Stock of that Guarantor complies with Section 4.06 and Section 4.04; (ii) if the Company properly designates any Restricted Subsidiary that is a Guarantor as an Unrestricted Subsidiary under this Indenture; (iii) the release or discharge of the guarantee by such Guarantor of Indebtedness under the Credit Agreement or, solely in ~~connection with~~ the case of a Note Guarantee created pursuant to the second sentence of Section 4.11(b), upon the release or discharge of the Guarantee which resulted in the creation of such Note Guarantee pursuant to Section 4.11(b), except a discharge or release by or as a result of payment under such ~~transaction as having been incurred at the time of such transaction), no Default or Event of Default shall have occurred and be continuing;~~Guarantee; or (iiiv) ~~either (x)~~ upon legal defeasance, covenant defeasance or satisfaction and discharge of this Indenture as provided under Article Eight and Article Ten hereof. The Company shall promptly notify the Guarantor shall be the continuing Person or (y) the Person (if other than the Guarantor) formed by such amalgamation or consolidation or into which the Guarantor is merged or the Person which acquires by conveyance, transfer, lease or other disposition the properties and assets Trustee of the ~~Guarantor substantially as an entirety (the “Successor~~ release of any Guarantor”) shall, unless the Successor Guarantor is the Company, (A) be a corporation, company, partnership or trust organized and validly existing under the federal laws of Canada or any Province thereof or the laws of the United States of America or any State thereof or the District of Columbia and (B) expressly assume, by an indenture supplemental hereto, executed and delivered to the Trustee, in form satisfactory to the Trustee, all of the obligations of the Guarantor under the Guarantee (provided, however, that the Successor Guarantor shall not be required to execute and deliver such a supplemental indenture in the event of an amalgamation of the Guarantor with one or more other Persons, in which the amalgamation is governed . Upon delivery by the laws of Canada or any province thereof, the Successor Guarantor and the Guarantor are, immediately prior to such amalgamation, organized and existing under the laws of Canada or any province thereof and upon the effectiveness of such amalgamation, the Successor Guarantor shall have become or shall continue to be (as the case may be), by operation of law, liable for the observance of all obligations of the Guarantor under the Guarantee); and (iii) the Guarantor, the Company ~~or the Successor Guarantor, as applicable, shall have delivered~~ to the Trustee of an Officers’ Certificate and an Opinion of ~~Counsel~~Counsel to the effect that one of the foregoing requirements has been satisfied and the conditions to the release of a Guarantor under this Section 12.08 have been met, ~~each stating that such amalgamation, consolidation, merger, conveyance, transfer, lease or other disposition and, if a supplemental indenture is~~ the Trustee shall promptly execute any documents reasonably required in ~~connection with~~ order to evidence the release of such transaction (or series of transactions), such supplemental indenture, comply with this Section 703(a) and that all conditions precedent herein provided for relating to such transaction have been satisfiedGuarantor from its obligations under its Note Guarantee. (b) ~~Upon any amalgamation~~Any Guarantor not released from its obligations under its Note Guarantee as provided in this Section 12.08 shall remain liable for the full amount of principal of, ~~consolidation or merger, or any conveyance, transfer, lease or other disposition of the properties~~ and ~~assets of the Guarantor substantially as an entirety in accordance with Section 703(a~~premium (if any), ~~the Successor Guarantor shall succeed to,~~ interest and ~~be substituted for, and may exercise every right and power of~~Special Interest (if any) on, the Notes and for the other obligations of any Guarantor under this ~~Supplemental~~ Indenture ~~and the Indenture with the same effect~~ as ~~if such Successor Guarantor had been named as the Guarantor herein; and thereafter, except~~ provided in ~~the case of a lease, the Guarantor shall be released and relieved from all of its obligations under~~ this ~~Article Seven, and the Guarantee shall be terminated and be of no further force or effect~~ARTICLE Twelve.

Appears in 1 contract

Samples: Indenture (Acco Brands Corp)

Release of Guarantor. Following the expiration of the thirty-sixth (36th) full calendar month of the Term, if Tenant satisfies the Guaranty Release Conditions (as defined below) to Landlord’s reasonable satisfaction, then Tenant or Guarantor may provide a notice to Landlord (the “Release Notice”), which Release Notice shall include reasonable documentation evidencing that the Guaranty Release Conditions have been satisfied. Concurrent with Tenant’s or Guarantor’s delivery of the Release Notice, Tenant or Guarantor shall deliver to Landlord for its review Tenant’s financial statements prepared in accordance with generally accepted accounting principles and audited by a public accounting firm reasonably acceptable to Landlord, and any other financial information reasonably requested by Landlord evidencing Tenant’s full satisfaction of the Guaranty Release Conditions (“Tenant’s Financial Information”). Subject to Landlord’s receipt of a cash Security Deposit or L-C in an amount equal to two (2) months of Base Rent and Tenant’s Share of Operating Expenses and Taxes at the maximum monthly amount due under this Lease, if Landlord reasonably determines that the Guaranty Release Conditions have been met, then Landlord and Guarantor shall enter into an agreement terminating the Guaranty with respect to any future obligations arising thereunder and, following mutual execution and delivery of such agreement and Landlord’s receipt of the afore-described Security Deposit or L-C, then no later than thirty (30) days thereafter, Landlord shall return to Tenant the L-C described in Paragraph 5.A of this Lease (L-C Amount thereof may have been reduced pursuant to the terms and conditions of this Lease). As used herein, the term “Guaranty Release Conditions” shall mean that all of the following clauses (a) ~~In addition to the release provisions set forth in the Indenture, subject to Section 702(d), the Guarantor shall be released~~ through and ~~relieved from all of its obligations under this Article Seven, and the Guarantee shall be terminated and be of no further force or effect, upon the request of the Company~~ including (~~without the consent of the Trustee~~e) if, immediately after giving effect to such release and termination (and, if applicable, any transaction in connection therewith, including any other concurrent release, termination, repayment or discharge of any other guarantee or other Debt of the Guarantor), the Company would be in compliance with Section 504 hereof, including in the event of a sale or other disposition as a result of which the Guarantor would cease to be a Subsidiary. (b) In order to effect the release and termination provided for in Section 702(a), the Company shall furnish to the Trustee an Officers’ Certificate stating that, immediately after giving effect to such release and termination (as well as any concurrent release, termination, repayment or discharge of any other guarantee or other Debt of the Guarantor), the Company will be in compliance with Section 504 hereof. In the event that the release and termination is in connection with a sale or other disposition as a result of which the Guarantor would cease to be a Subsidiary, pro forma effect shall be given to such disposition (including the application of any proceeds therefrom) in determining the Company’s compliance with Section 504 and, accordingly, the amount of Debt subject to the Guarantee and any other Debt of the Guarantor shall be excluded from any calculation thereunder. Notwithstanding any provision to the contrary in the Indenture or this Supplemental Indenture, no opinion, report or certificate, other than the Officers’ Certificate provided for in this Section 702(b), need be furnished to the Trustee for such release and termination. After its receipt of the aforementioned Officers’ Certificate, the Trustee shall execute any documents reasonably requested by either the Company or the Guarantor in order to evidence the release of the Guarantor from its obligations under the Guarantee under this Article Seven. (c) No supplemental indenture, amendment or waiver shall, without the consent of the Holder of each Outstanding Note, release the Guarantor from any of its obligations under Section 701, other than in accordance with the provisions of this Section 702 or the other release provisions set forth in the Indenture, or amend or modify the release provisions of this Section 702. (d) Notwithstanding the release provisions of Section 702(a), the Guarantor shall not be released from its obligations under this Article Seven and the Guarantee will not be terminated if, immediately after such release and termination (and, if applicable, after giving effect to any transaction to occur are concurrently therewith), the Guarantor remains a co-obligor with or a guarantor for, as applicable, the obligations of the Company under any Existing Note. SECTION 703. AMALGAMATION, CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE. (a) Unless the Guarantor has been released, or in connection with such transaction will be released, from its obligations under the Guarantee in accordance with the provisions of Section 702 hereof or any other release provision set forth in the Indenture, the Guarantor shall not amalgamate or consolidate with or merge with or into any other Person or convey, transfer, lease or otherwise dispose of its properties and assets substantially as an entirety to any Person by liquidation, winding-up or otherwise (in one transaction or a series of related transactions) unlesssatisfied: (i) immediately after giving effect to such transaction (and treating any Debt which becomes an obligation of the Guarantor or a Subsidiary of the Guarantor in connection with or as a result of such transaction as having been incurred at the time of such transaction), no Default or Event of Default shall have occurred and be continuing; (ii) either (x) the Guarantor shall be the continuing Person or (y) the Person (if other than the Guarantor) formed by such amalgamation or consolidation or into which the Guarantor is merged or the Person which acquires by conveyance, transfer, lease or other disposition the properties and assets of the Guarantor substantially as an entirety (the “Successor Guarantor”) shall, unless the Successor Guarantor is the Company, (A) be a corporation, company, partnership or trust organized and validly existing under the federal laws of Canada or any Province thereof or the laws of the United States of America or any State thereof or the District of Columbia and (B) expressly assume, by an indenture supplemental hereto, executed and delivered to the Trustee, in form satisfactory to the Trustee, all of the obligations of the Guarantor under the Guarantee (provided, however, that the Successor Guarantor shall not be required to execute and deliver such a supplemental indenture in the event of an amalgamation of the Guarantor with one or more other Persons, in which the amalgamation is governed by the laws of Canada or any province thereof, the Successor Guarantor and the Guarantor are, immediately prior to such amalgamation, organized and existing under the laws of Canada or any province thereof and upon the effectiveness of such amalgamation, the Successor Guarantor shall have become or shall continue to be (as the case may be), by operation of law, liable for the observance of all obligations of the Guarantor under the Guarantee); and (iii) the Guarantor, the Company or the Successor Guarantor, as applicable, shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such amalgamation, consolidation, merger, conveyance, transfer, lease or other disposition and, if a supplemental indenture is required in connection with such transaction (or series of transactions), such supplemental indenture, comply with this Section 703(a) and that all conditions precedent herein provided for relating to such transaction have been satisfied. (b) Upon any amalgamation, consolidation or merger, or any conveyance, transfer, lease or other disposition of the properties and assets of the Guarantor substantially as an entirety in accordance with Section 703(a), the Successor Guarantor shall succeed to, and be substituted for, and may exercise every right and power of, the Guarantor under this Supplemental Indenture and the Indenture with the same effect as if such Successor Guarantor had been named as the Guarantor herein; and thereafter, except in the case of a lease, the Guarantor shall be released and relieved from all of its obligations under this Article Seven, and the Guarantee shall be terminated and be of no further force or effect.

Appears in 1 contract

Samples: Office Lease (Asana, Inc.)

Release of Guarantor. (a1) ~~In addition to~~ A Guarantor shall, upon the ~~release provisions set forth in~~ occurrence of any of the ~~Indenture~~following events, ~~subject to Section 702(d), the Guarantor shall~~ be automatically and unconditionally released and ~~relieved~~ discharged from all ~~of its~~ obligations under this ~~Article Seven,~~ Indenture and its Guarantee without any action required on the ~~Guarantee shall be terminated and be of no further force or effect, upon the request~~ part of the ~~Company (without the consent of the Trustee) if, immediately after giving effect to~~ Trustee or any Holder; provided that such release and termination (and, if applicable, any transaction in connection therewith, including any other concurrent release, termination, repayment or discharge of any other guarantee or other Debt of the Guarantor), the Company would be in compliance with Section 504 hereof, including in the event of a sale or other disposition as a result of which the Guarantor would cease to be a Subsidiary. (b) In order to effect the release and termination provided for in Section 702(a), the Company shall furnish to the Trustee an Officers’ Certificate stating that, immediately after giving effect to such release and termination (as well as any concurrent release, termination, repayment or discharge of any other guarantee or other Debt of the Guarantor), the Company will be in compliance with Section 504 hereof. In the event that the release and termination is in connection with a sale or other disposition as a result of which the Guarantor would cease to be a Subsidiary, pro forma effect shall be given to such disposition (including the application of any proceeds therefrom) in determining the Company’s compliance with Section 504 and, accordingly, the amount of Debt subject to the Guarantee and any other Debt of the Guarantor shall be excluded from any calculation thereunder. Notwithstanding any provision to the contrary in the Indenture or this Supplemental Indenture, no opinion, report or certificate, other than the Officers’ Certificate provided for in this Section 702(b), need be furnished to the Trustee for such release and termination. After its receipt of the aforementioned Officers’ Certificate, the Trustee shall execute any documents reasonably requested by either the Company or the Guarantor in order to evidence the release of the Guarantor from its obligations under the Guarantee under this Article Seven. (c) No supplemental indenture, amendment or waiver shall, without the consent of the Holder of each Outstanding Note, release the Guarantor from any of its obligations under Section 701, other than in accordance with the provisions of this Section 702 or the other release provisions set forth in the Indenture, or amend or modify the release provisions of this Section 702. (d) Notwithstanding the release provisions of Section 702(a), the Guarantor shall not be released from its obligations under this Article Seven and the Guarantee will not be terminated ifnot, immediately after such release and ~~termination (and~~discharge, be required to become a Guarantor pursuant to Section 10.11 hereof if ~~applicable~~such Guarantor had incurred its then-existing guarantees, ~~after giving effect to any transaction to occur concurrently therewith),~~ Indebtedness and Liens at the ~~Guarantor remains a co-obligor with or a guarantor for, as applicable, the obligations~~ time of ~~the Company under any Existing Note. SECTION 703. AMALGAMATION, CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE. (a) Unless the Guarantor has been released, or in connection with~~ such ~~transaction will be released, from its obligations under the Guarantee in accordance with the provisions of Section 702 hereof or any other~~ release ~~provision set forth in the Indenture, the Guarantor shall not amalgamate or consolidate with or merge with or into any other Person or convey, transfer, lease or otherwise dispose of its properties~~ and ~~assets substantially as an entirety to any Person by liquidation, winding-up or otherwise (in one transaction or a series of related transactions) unless~~discharge: (i) ~~immediately after giving effect~~ upon notice by the Company to the Trustee, at any time such ~~transaction~~ Guarantor is not a borrower, issuer or guarantor under, and has not granted any then-existing Lien to secure any obligations pursuant to, (~~and treating~~ 1) the Express Scripts Existing Revolving Credit Facility or any ~~Debt which becomes an obligation of the Guarantor~~ refinancing or ~~a Subsidiary of the Guarantor in connection with or~~ replacement thereof (including as a result of any release from such ~~transaction~~ obligations in connection with being designated an “exempt subsidiary” by Express Scripts (as defined in the Express Scripts Existing Revolving Credit Facility)), (2) the Medco Term Loan and Revolving Credit Facility or any refinancing or replacement thereof, (3) either of the Facilities or any refinancing or replacement thereof, or (4) any other Indebtedness having ~~been incurred at~~ an aggregate principal amount outstanding in excess of 15% of the ~~time~~ Consolidated Net Worth of (x) prior to the consummation of the Mergers, Express Scripts (y) or following the consummation of the Mergers, the Company, in each case as of the end of such ~~transaction~~entity’s most recent quarter for which financial statements are available (other than obligations arising under this Indenture and the Securities), ~~no Default~~ and such Guarantor is released or ~~Event~~ discharged from each guarantee and Lien granted by such Guarantor with respect to all such Indebtedness other than obligations arising under this Indenture and any Securities issued under the Indenture except where resulting from a discharge or release as a result of ~~Default shall have occurred and be continuing~~payment under such guarantee; (ii) ~~either (x)~~ upon the ~~Guarantor shall be~~ occurrence of the ~~continuing Person or (y) the Person (if other than the Guarantor) formed by such amalgamation or consolidation or into~~ circumstances described in Section 10.11 hereof, of which the ~~Guarantor is merged~~ Company shall promptly notify the Trustee; or (iii) upon the sale, transfer or disposition of all or substantially all of the ~~Person which acquires by conveyance, transfer, lease~~ equity interests or ~~other disposition the properties and~~ assets of the Guarantor ~~substantially as an entirety~~ to another Person (~~the “Successor Guarantor”) shall, unless the Successor Guarantor is~~ other than to the Company, any of its Subsidiaries or Affiliates). (A2) A Guarantor shall be ~~a corporation, company, partnership or trust organized~~ automatically and ~~validly existing~~ unconditionally released and discharged from all obligations under this Indenture and its Guarantee without any action required on the ~~federal laws~~ part of ~~Canada~~ the Trustee or any ~~Province thereof~~ Holder upon any Covenant Defeasance or Legal Defeasance with respect to the ~~laws~~ Securities, subject to reinstatement pursuant to Section 12.6 of the ~~United States~~ Indenture. (3) The Trustee shall deliver an appropriate instrument evidencing such release upon receipt of ~~America or any State thereof or the District of Columbia and (B) expressly assume, by an indenture supplemental hereto, executed and delivered to the Trustee, in form satisfactory to the Trustee, all~~ a request of the obligations of the Guarantor under the Guarantee (provided, however, that the Successor Guarantor shall not be required to execute and deliver such a supplemental indenture in the event of an amalgamation of the Guarantor with one or more other Persons, in which the amalgamation is governed Company accompanied by the laws of Canada or any province thereof, the Successor Guarantor and the Guarantor are, immediately prior to such amalgamation, organized and existing under the laws of Canada or any province thereof and upon the effectiveness of such amalgamation, the Successor Guarantor shall have become or shall continue to be (as the case may be), by operation of law, liable for the observance of all obligations of the Guarantor under the Guarantee); and (iii) the Guarantor, the Company or the Successor Guarantor, as applicable, shall have delivered to the Trustee an Officers’ Certificate ~~and an Opinion~~ certifying as to the compliance with this Section. Any Guarantor not so released will remain liable for the full amount of ~~Counsel~~the principal of, ~~each stating that such amalgamation, consolidation, merger, conveyance, transfer, lease or other disposition and~~premium, if a supplemental indenture is required in connection with such transaction (or series of transactions), such supplemental indenture, comply with this Section 703(a) and that all conditions precedent herein provided for relating to such transaction have been satisfied. (b) Upon any amalgamation, consolidation or merger, or any conveyance, transfer, lease or other disposition of the properties and assets of the Guarantor substantially as an entirety in accordance with Section 703(a), the Successor Guarantor shall succeed toany, and ~~be substituted for, and may exercise every right and power of,~~ interest on the ~~Guarantor under~~ Securities provided in this ~~Supplemental~~ Indenture and the Indenture with the same effect as if such Successor Guarantor had been named as the Guarantor herein; and thereafter, except in the case of a lease, the Guarantor shall be released and relieved from all of its ~~obligations under this Article Seven, and the Guarantee shall be terminated and be of no further force or effect~~Guarantee.

Appears in 1 contract

Samples: Indenture (Express Scripts Inc)

Release of Guarantor. (a) ~~In addition to the release provisions set forth in the Indenture, subject to Section 702(d), the~~ A Guarantor shall be automatically released ~~and relieved~~ without any action on the part of the Trustee of the Holders from ~~all of~~ its obligations under this ~~Article Seven,~~ Indenture and ~~the~~ Guarantee ~~shall be terminated and be~~ if: (1) OI Group properly designates any Restricted Subsidiary that is a Guarantor as an Unrestricted Subsidiary; (2) upon any sale or other disposition of ~~no further force~~ all or ~~effect, upon the request~~ substantially all of the ~~Company~~ assets of that Guarantor (~~without the consent~~ including by way of ~~the Trustee~~merger or 41 consolidation) ~~if, immediately~~ to a Person that is not (either before or after giving effect to such ~~release and termination (and~~transaction) a Restricted Subsidiary of OI Group, if ~~applicable, any transaction in connection therewith, including any other concurrent release, termination, repayment or discharge of any other guarantee or other Debt of~~ the ~~Guarantor), the Company would be in compliance with Section 504 hereof, including in the event of a~~ sale or other disposition as of all or substantially all of the assets of that Guarantor complies with the Section 4.11 and Section 10.11; or (3) upon any sale of all of the Capital Stock of a ~~result~~ Guarantor to a Person that is not (either before or after giving effect to such transaction) a Restricted Subsidiary of ~~which~~ OI Group, if the sale of all such Capital Stock of that Guarantor ~~would cease to be a Subsidiary~~complies with Section 4.11 and Section 10.11. The Trustee shall receive written notice of the release of any Guarantor if such release is effected other than under Section 10.11. (b) ~~In order to effect~~ Upon the release ~~and termination provided for in Section 702(a)~~of a Guarantee by a Domestic Subsidiary under the Credit Agreement, the ~~Company shall furnish to the Trustee an Officers’ Certificate stating that, immediately after giving effect to~~ Guarantee of such ~~release and termination (as well as any concurrent release, termination, repayment or discharge of any other guarantee or other Debt of the Guarantor), the Company~~ Domestic Subsidiary under this Indenture will be ~~in compliance with Section 504 hereof. In the event that the release~~ released and ~~termination is in connection with a sale or other disposition as a result of which the Guarantor would cease to be a Subsidiary, pro forma effect shall be given to~~ discharged at such ~~disposition (including the application of any proceeds therefrom) in determining the Company’s compliance with Section 504 and, accordingly, the amount of Debt subject to the Guarantee~~ time and any other Debt of the Guarantor shall be excluded from any calculation thereunder. Notwithstanding any provision to the contrary in the Indenture or this Supplemental Indenture, no opinion, report or certificate, other than the Officers’ Certificate provided for in this Section 702(b), need be furnished to the Trustee for such release and termination. After its receipt of the aforementioned Officers’ Certificate, the Trustee shall execute an appropriate instrument evidencing such release. If any ~~documents reasonably requested by either the Company or the Guarantor in order to evidence the release of the Guarantor from its~~ such Domestic Subsidiary thereafter guarantees obligations under the Credit Agreement (or any released Guarantee under the Credit Agreement is reinstated or renewed), then such Domestic Subsidiary will guarantee the Securities in accordance with this Article ~~Seven~~10. (c) No supplemental indenture, amendment or waiver shall, without the consent of the Holder of each Outstanding Note, release the Guarantor from any of its obligations under Section 701, other than in accordance with the provisions of this Section 702 or the other release provisions set forth in the Indenture, or amend or modify the release provisions of this Section 702. (d) Notwithstanding the release provisions of Section 702(a), the A Guarantor shall ~~not~~ be released from its obligations under this ~~Article Seven and the Guarantee will not be terminated if, immediately after such release and termination (and, if applicable, after giving effect~~ Indenture in accordance with an assignment of obligations to ~~any transaction~~ OI Inc. pursuant to occur concurrently therewith), the Guarantor remains a co-obligor with or a guarantor for, as applicable, the obligations of the Company under any Existing Note. SECTION 703. AMALGAMATION, CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE. (a) Unless the Guarantor has been released, Section 5.03 or in connection with ~~such transaction will be released, from its obligations under~~ the ~~Guarantee in accordance with~~ merger or consolidation of the ~~provisions of Section 702 hereof~~ Company or any ~~other release provision set forth in~~ of the ~~Indenture, the Guarantor shall not amalgamate or consolidate with or merge~~ Guarantors with or into any other ~~Person or convey, transfer, lease or otherwise dispose~~ of its properties and assets substantially as an entirety to any Person by liquidation, winding-up or otherwise (in one transaction or a series of related transactions) unless: (i) immediately after giving effect to such transaction (and treating any Debt which becomes an obligation of the Guarantor or a Subsidiary of the Guarantor in connection with or as a result of such transaction as having been incurred at the time of such transaction), no Default or Event of Default shall have occurred and be continuing; (ii) either (x) the Guarantor shall be the continuing Person or (y) the Person (if other than the Guarantor) formed by such amalgamation or consolidation or into which the Guarantor is merged or the Person which acquires by conveyance, transfer, lease or other disposition the properties and assets of the Guarantor substantially as an entirety (the “Successor Guarantor”) shall, unless the Successor Guarantor is the Company, ~~(A) be a corporation, company, partnership or trust organized and validly existing under the federal laws of Canada~~ OI Group or any ~~Province thereof~~ of the Guarantors or the ~~laws of the United States of America or any State thereof or the District of Columbia and (B) expressly assume~~sale, by an indenture supplemental hereto, executed and delivered to the Trustee, in form satisfactory to the Trustee, all of the obligations of the Guarantor under the Guarantee (provided, however, that the Successor Guarantor shall not be required to execute and deliver such a supplemental indenture in the event of an amalgamation of the Guarantor with one or more other Persons, in which the amalgamation is governed by the laws of Canada or any province thereof, the Successor Guarantor and the Guarantor are, immediately prior to such amalgamation, organized and existing under the laws of Canada or any province thereof and upon the effectiveness of such amalgamation, the Successor Guarantor shall have become or shall continue to be (as the case may be), by operation of law, liable for the observance of all obligations of the Guarantor under the Guarantee); and (iii) the Guarantor, the Company or the Successor Guarantor, as applicable, shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such amalgamation, consolidation, mergerassignment, conveyance, transfer, lease or other disposition ~~and~~of assets between or among the Company, ~~if a supplemental indenture is required in connection with~~ OI Group and any of the Guarantors, so long as such transaction ~~(or series of transactions), such supplemental indenture, comply~~ complies with ~~this~~ Section ~~703(a) and that all conditions precedent herein provided for relating to such transaction have been satisfied~~4.11. (b) ~~Upon any amalgamation, consolidation or merger, or any conveyance, transfer, lease or other disposition~~ Section 10.11 of the ~~properties~~ Indenture is hereby amended by deleting such Section 10.11 in its entirety and assets of the Guarantor substantially as an entirety in accordance with Section 703(a), the Successor Guarantor shall succeed to, and be substituted for, and may exercise every right and power of, the Guarantor under this Supplemental Indenture and the Indenture replacing it with the same effect as if such Successor Guarantor had been named as the Guarantor herein; and thereafter, except in the case of a lease, the Guarantor shall be released and relieved from all of its obligations under this Article Seven, and the Guarantee shall be terminated and be of no further force or effect.following Section 10.11:

Appears in 1 contract

Samples: Third Supplemental Indenture (Oi Aid STS Inc)

Release of Guarantor. (a) ~~In addition to~~ Without any further notice or action being required by any Person, the ~~release provisions set forth in~~ Corporation shall be fully and conditionally released and discharged from all obligations under its guarantee, the Securities and this Indenture, ~~subject to Section 702(d),~~ upon (i) the Guarantor shall be released and relieved from all of its obligations under this Article Seven, and the Guarantee shall be terminated and be of no further force or effect, upon the request of the Company (without the consent of the Trustee) if, immediately after giving effect to such release and termination (and, if applicable, any transaction in connection therewith, including any other concurrent release, termination, repayment or discharge of any other guarantee or other Debt of the Guarantor), the Company would be in compliance with Section 504 hereof, including in the event of a sale or other disposition of all or substantially all of the assets or properties of the Corporation, or 50% or more of the Capital Stock of the Corporation to Persons other than the Trust and the Subsidiaries of the Trust or the Corporation, or (ii) the consolidation or merger of the Corporation with any Person other than the Trust or a Subsidiary of the Trust or the Corporation, if, as a result of ~~which~~ such consolidation or merger, Persons other than the ~~Guarantor would cease to be~~ Trust and the Subsidiaries of the Trust or the Corporation beneficially own more than 50% of the capital stock of the Corporation, or (iii) a ~~Subsidiary~~Legal Defeasance or Covenant Defeasance, as set forth in Article Thirteen. (b) ~~In order to effect the release~~ The releases and ~~termination provided for~~ discharges set forth in Section ~~702(a~~1505(a) shall be effective (i) in the case of releases and discharges; effected pursuant to clause (i) or (ii) of Section 1505 (a) by virtue of a sale, disposition, consolidation or merger, on the date of consummation thereof and (ii) in the case of releases and discharges effected pursuant to clause (iii) of Section 1505(a), upon the ~~Company shall furnish to~~ date of Covenant Defeasance or Legal Defeasance, as applicable. At the Trustee an Officers’ Certificate stating that, immediately after giving effect to such release and termination (as well as any concurrent release, termination, repayment or discharge of any other guarantee or other Debt written request of the Guarantor), the Company will be in compliance with Section 504 hereof. In the event that the release and termination is in connection with a sale or other disposition as a result of which the Guarantor would cease to be a Subsidiary, pro forma effect shall be given to such disposition (including the application of any proceeds therefrom) in determining the Company’s compliance with Section 504 and, accordingly, the amount of Debt subject to the Guarantee and any other Debt of the Guarantor shall be excluded from any calculation thereunder. Notwithstanding any provision to the contrary in the Indenture or this Supplemental Indenture, no opinion, report or certificate, other than the Officers’ Certificate provided for in this Section 702(b), need be furnished to the Trustee for such release and termination. After its receipt of the aforementioned Officers’ CertificateTrust, the Trustee shall promptly execute and deliver appropriate instruments in forms reasonably acceptable to the Trust evidencing and further implementing any ~~documents reasonably requested by either~~ releases and discharges pursuant to the ~~Company~~ foregoing provisions. If the Trust desires the instruments evidencing or implementing any releases or discharges to be executed prior to the ~~Guarantor in order to evidence~~ effectiveness of such releases and discharges as set forth above, such instruments may be made conditional upon the ~~release~~ occurrence of the ~~Guarantor from its obligations under~~ events necessary to cause the ~~Guarantee under~~ effectiveness of such releases and discharges, as specified in the first sentence of this ~~Article Seven~~Section 1505. (c) ~~No supplemental indenture~~Notwithstanding the foregoing provisions of this Article, ~~amendment or waiver shall~~the Corporation may elect, ~~without~~ by written notice to the ~~consent of the Holder of each Outstanding Note~~Trustee, ~~release the Guarantor from any of its obligations under Section 701, other than~~ to maintain in ~~accordance with~~ effect a guarantee that would otherwise be released pursuant to the provisions of this Section ~~702~~ 1505 notwithstanding the event or ~~the other release provisions set forth in the Indenture, or amend or modify~~ events that otherwise would cause the release provisions of this Section 702. (d) Notwithstanding the release provisions of Section 702(a), the Guarantor shall not be released from its obligations under this Article Seven and the Guarantee will not be terminated if, immediately after such release and termination (and, if applicable, after giving effect to any transaction to occur concurrently therewith), the Guarantor remains a co-obligor with or a guarantor for, as applicable, the obligations of the Company under any Existing Note. SECTION 703. AMALGAMATION, CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE. (a) Unless the Guarantor has been released, or in connection with such transaction will be released, from its obligations under the Guarantee in accordance with the provisions of Section 702 hereof or any other release provision set forth in the Indenture, the Guarantor shall not amalgamate or consolidate with or merge with or into any other Person or convey, transfer, lease or otherwise dispose of its properties and assets substantially as an entirety to any Person by liquidation, winding-up or otherwise (in one transaction or a series of related transactions) unless: (i) immediately after giving effect to such transaction (and treating any Debt which becomes an obligation of the Guarantor or a Subsidiary of the Guarantor in connection with or as a result of such ~~transaction as having been incurred at the time~~ guarantee (which election to maintain such guarantee in effect may be conditional or for a limited period of ~~such transaction~~time), no Default or Event of Default shall have occurred and be continuing; (ii) either (x) the Guarantor shall be the continuing Person or (y) the Person (if other than the Guarantor) formed by such amalgamation or consolidation or into which the Guarantor is merged or the Person which acquires by conveyance, transfer, lease or other disposition the properties and assets of the Guarantor substantially as an entirety (the “Successor Guarantor”) shall, unless the Successor Guarantor is the Company, (A) be a corporation, company, partnership or trust organized and validly existing under the federal laws of Canada or any Province thereof or the laws of the United States of America or any State thereof or the District of Columbia and (B) expressly assume, by an indenture supplemental hereto, executed and delivered to the Trustee, in form satisfactory to the Trustee, all of the obligations of the Guarantor under the Guarantee (provided, however, that the Successor Guarantor shall not be required to execute and deliver such a supplemental indenture in the event of an amalgamation of the Guarantor with one or more other Persons, in which the amalgamation is governed by the laws of Canada or any province thereof, the Successor Guarantor and the Guarantor are, immediately prior to such amalgamation, organized and existing under the laws of Canada or any province thereof and upon the effectiveness of such amalgamation, the Successor Guarantor shall have become or shall continue to be (as the case may be), by operation of law, liable for the observance of all obligations of the Guarantor under the Guarantee); and (iii) the Guarantor, the Company or the Successor Guarantor, as applicable, shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such amalgamation, consolidation, merger, conveyance, transfer, lease or other disposition and, if a supplemental indenture is required in connection with such transaction (or series of transactions), such supplemental indenture, comply with this Section 703(a) and that all conditions precedent herein provided for relating to such transaction have been satisfied. (b) Upon any amalgamation, consolidation or merger, or any conveyance, transfer, lease or other disposition of the properties and assets of the Guarantor substantially as an entirety in accordance with Section 703(a), the Successor Guarantor shall succeed to, and be substituted for, and may exercise every right and power of, the Guarantor under this Supplemental Indenture and the Indenture with the same effect as if such Successor Guarantor had been named as the Guarantor herein; and thereafter, except in the case of a lease, the Guarantor shall be released and relieved from all of its obligations under this Article Seven, and the Guarantee shall be terminated and be of no further force or effect.. 107 ARTICLE SIXTEEN

Appears in 1 contract

Samples: Indenture (Starwood Lodging Trust)

Release of Guarantor. (a) ~~In addition to the release provisions set forth in the Indenture, subject to Section 702(d), the~~ The Note Guarantee of a Guarantor shall be ~~released and relieved from~~ automatically released: (1) if the obligation of such Guarantor to guarantee the Notes after the date of the Indenture arose pursuant to the covenant described in Section 4.7, if such Guarantor would not then otherwise be required to Guarantee the Notes pursuant to the covenant described in Section 4.7; (2) in connection with any sale or other disposition of all or substantially all of ~~its obligations under this Article Seven~~the assets of that Guarantor (including by way of merger, ~~and the Guarantee shall be terminated and be of no further force~~ amalgamation, combination, consolidation, liquidation or ~~effect, upon the request of the Company~~ otherwise) to a Person that is not (~~without the consent of the Trustee) if, immediately~~ either before or after giving effect to such ~~release and termination~~ transaction) the Company or any of its Restricted Subsidiaries; (~~and, if applicable, any transaction~~ 3) in connection ~~therewith, including~~ with any other concurrent release, termination, repayment or discharge of any other guarantee or other Debt of the Guarantor), the Company would be in compliance with Section 504 hereof, including in the event of a sale or other disposition of Capital Stock of the Guarantor to a Person that is not (either before or after giving effect to such transaction) the Company or any or its Restricted Subsidiaries, if the Guarantor ceases to be a Subsidiary of the Company as a result of ~~which~~ the sale or other disposition; or (4) if the Company designates that Guarantor ~~would cease~~ to be ~~a Subsidiary~~an Unrestricted Subsidiary in accordance with this Indenture. (b) ~~In order~~ If the Note Guarantee of any Guarantor is deemed to ~~effect the release and termination provided for in Section 702(a)~~be released or is automatically released, the Company shall ~~furnish~~ deliver to the Trustee an ~~Officers’~~ Officer’s Certificate stating ~~that~~the identity of the released Guarantor, ~~immediately after giving effect to~~ the basis for release in reasonable detail, and that such release ~~and termination (as well as any concurrent release, termination, repayment or discharge of any other guarantee or other Debt~~ complies with this Indenture. At the request of the ~~Guarantor)~~Company, ~~the Company will be in compliance with Section 504 hereof. In the event that the release~~ and termination is in connection with a sale or other disposition as a result of which the Guarantor would cease to be a Subsidiary, pro forma effect shall be given to such disposition (including the application of any proceeds therefrom) in determining the Company’s compliance with Section 504 and, accordingly, the amount of Debt subject to the Guarantee and any other Debt of the Guarantor shall be excluded from any calculation thereunder. Notwithstanding any provision to the contrary in the Indenture or this Supplemental Indenture, no opinion, report or certificate, other than the Officers’ Certificate provided for in this Section 702(b), need be furnished upon delivery to the Trustee ~~for~~ of an Officer’s Certificate and an Opinion of Counsel that a Guarantor has been released and that execution by the Trustee of an appropriate instrument acknowledging the release of such ~~release and termination. After~~ Guarantor from its ~~receipt of the aforementioned Officers’ Certificate~~Note Guarantee complies with this Indenture, the Trustee shall execute ~~any documents reasonably requested by either~~ and deliver an appropriate instrument acknowledging the ~~Company or the Guarantor in order to evidence the~~ automatic release of ~~the~~ such Guarantor from its ~~obligations under~~ Note Guarantee (it being understood that the ~~Guarantee under this Article Seven. (c) No supplemental indenture, amendment or waiver shall, without the consent of the Holder of each Outstanding Note, release the Guarantor from~~ failure to obtain any of its obligations under Section 701, other than in accordance with the provisions of this Section 702 or the other release provisions set forth in the Indenture, or amend or modify the release provisions of this Section 702. (d) Notwithstanding the release provisions of Section 702(a), the Guarantor such instrument shall not be impair any automatic release pursuant to Section 7.5(a)). Any Guarantor not released from its obligations under ~~this~~ its Subsidiary Guarantee as provided above or pursuant to Article Seven and the Guarantee will not be terminated if, immediately after such release and termination (and, if applicable, after giving effect to any transaction to occur concurrently therewith), the Guarantor remains a co-obligor with or a guarantor for, as applicable, the obligations VIII of the ~~Company under any Existing Note. SECTION 703. AMALGAMATION, CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE. (a) Unless~~ Base Indenture shall remain liable for the Guarantor has been released, or in connection with such transaction will be released, from its obligations under the Guarantee in accordance with the provisions of Section 702 hereof or any other release provision set forth in the Indenture, the Guarantor shall not amalgamate or consolidate with or merge with or into any other Person or convey, transfer, lease or otherwise dispose of its properties and assets substantially as an entirety to any Person by liquidation, winding-up or otherwise (in one transaction or a series of related transactions) unless: (i) immediately after giving effect to such transaction (and treating any Debt which becomes an obligation full amount of the Guarantor or a Subsidiary of the Guarantor in connection with or as a result of such transaction as having been incurred at the time of such transaction), no Default or Event of Default shall have occurred and be continuing; (ii) either (x) the Guarantor shall be the continuing Person or (y) the Person (if other than the Guarantor) formed by such amalgamation or consolidation or into which the Guarantor is merged or the Person which acquires by conveyance, transfer, lease or other disposition the properties and assets of the Guarantor substantially as an entirety (the “Successor Guarantor”) shall, unless the Successor Guarantor is the Company, (A) be a corporation, company, partnership or trust organized and validly existing under the federal laws of Canada or any Province thereof or the laws of the United States of America or any State thereof or the District of Columbia and (B) expressly assume, by an indenture supplemental hereto, executed and delivered to the Trustee, in form satisfactory to the Trustee, all of the obligations of the Guarantor under the Guarantee (provided, however, that the Successor Guarantor shall not be required to execute and deliver such a supplemental indenture in the event of an amalgamation of the Guarantor with one or more other Persons, in which the amalgamation is governed by the laws of Canada or any province thereof, the Successor Guarantor and the Guarantor are, immediately prior to such amalgamation, organized and existing under the laws of Canada or any province thereof and upon the effectiveness of such amalgamation, the Successor Guarantor shall have become or shall continue to be (as the case may be), by operation of law, liable for the observance of all obligations of the Guarantor under the Guarantee); and (iii) the Guarantor, the Company or the Successor Guarantor, as applicable, shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such amalgamation, consolidation, merger, conveyance, transfer, lease or other disposition and, if a supplemental indenture is required in connection with such transaction (or series of transactions), such supplemental indenture, comply with this Section 703(a) and that all conditions precedent herein provided for relating to such transaction have been satisfiedObligations. (b) Upon any amalgamation, consolidation or merger, or any conveyance, transfer, lease or other disposition of the properties and assets of the Guarantor substantially as an entirety in accordance with Section 703(a), the Successor Guarantor shall succeed to, and be substituted for, and may exercise every right and power of, the Guarantor under this Supplemental Indenture and the Indenture with the same effect as if such Successor Guarantor had been named as the Guarantor herein; and thereafter, except in the case of a lease, the Guarantor shall be released and relieved from all of its obligations under this Article Seven, and the Guarantee shall be terminated and be of no further force or effect.

Appears in 1 contract

Samples: First Supplemental Indenture (Allegiant Travel CO)

Release of Guarantor. (a) ~~In addition~~ Any Guarantee by a Restricted Subsidiary pursuant to Section 4.16 shall be automatically and unconditionally released and discharged, without any further action required on the part of the Trustee or any Holder of the Notes, upon: (1) the unconditional release of such Restricted Subsidiary from its liability in respect of the Indebtedness in connection with which such Guarantee was executed and delivered pursuant to Section 4.16; (2) the legal defeasance of the Notes as described under Sections 8.2 and 8.3; (3) (A) the merger of any Guarantor into the Company, (B) the dissolution of any Guarantor into the Company or (C) the transfer of all or substantially all of the assets of any Guarantor to the ~~release provisions set forth in~~ Company; (4) the ~~Indenture, subject to Section 702(d), the Guarantor shall be released and relieved from~~ sale or other disposition of all or substantially all of ~~its obligations under~~ the assets of, or the sale of all of the capital stock of, or other disposition (by merger or otherwise) to any Person which is not a Restricted Subsidiary of the Company of all of the Company’s Capital Stock in, or all or substantially all of the assets of, such Restricted Subsidiary; provided that (A) such sale or disposition of such Capital Stock or assets is otherwise in compliance with the terms of this Indenture and (B) such assumption, guarantee or other liability of such Restricted Subsidiary has been released by the holders of the other Indebtedness so guaranteed; or (5) the designation of such Restricted Subsidiary as an Unrestricted Subsidiary in accordance with this Indenture. (b) The Trustee shall deliver an appropriate instrument 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 10.4. Any Guarantor not so released shall remain liable for the full amount of principal of and interest on the Notes as provided in this Article ~~Seven, and the Guarantee~~ X. (c) All Guarantees shall ~~be terminated and~~ be of no further force ~~or effect,~~ and effect upon the request of the Company (without the consent of the Trustee) if, immediately after giving effect to such release and termination (and, if applicable, any transaction in connection therewith, including any other concurrent release, termination, repayment or discharge of any other guarantee or other Debt of the Guarantor), the Company would be in compliance with Section 504 hereof, including in the event occurrence of a ~~sale~~ Legal Defeasance or ~~other disposition as~~ a ~~result of which the Guarantor would cease~~ Covenant Defeasance pursuant to ~~be a Subsidiary. (b) In order to effect the release and termination provided for in~~ Section ~~702(a)~~8.2 or 8.3, the Company shall furnish to the Trustee an Officers’ Certificate stating that, immediately after giving effect to such release and termination (as well as any concurrent release, termination, repayment or discharge of any other guarantee or other Debt of the Guarantor), the Company will be in compliance with Section 504 hereof. In the event that the release and termination is in connection with a sale or other disposition as a result of which the Guarantor would cease to be a Subsidiary, pro forma effect shall be given to such disposition (including the application of any proceeds therefrom) in determining the Company’s compliance with Section 504 and, accordingly, the amount of Debt subject to ~~the Guarantee and any other Debt of the Guarantor shall be excluded from any calculation thereunder. Notwithstanding any provision~~ reinstatement pursuant to ~~the contrary in the Indenture or this Supplemental Indenture, no opinion, report or certificate, other than the Officers’ Certificate provided for in this~~ Section 702(b), need be furnished to the Trustee for such release and termination. After its receipt of the aforementioned Officers’ Certificate, the Trustee shall execute any documents reasonably requested by either the Company or the Guarantor in order to evidence the release of the Guarantor from its obligations 8.7 under the ~~Guarantee under this Article Seven~~circumstances described therein. (c) No supplemental indenture, amendment or waiver shall, without the consent of the Holder of each Outstanding Note, release the Guarantor from any of its obligations under Section 701, other than in accordance with the provisions of this Section 702 or the other release provisions set forth in the Indenture, or amend or modify the release provisions of this Section 702. (d) Notwithstanding the release provisions of Section 702(a), the Guarantor shall not be released from its obligations under this Article Seven and the Guarantee will not be terminated if, immediately after such release and termination (and, if applicable, after giving effect to any transaction to occur concurrently therewith), the Guarantor remains a co-obligor with or a guarantor for, as applicable, the obligations of the Company under any Existing Note. SECTION 703. AMALGAMATION, CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE. (a) Unless the Guarantor has been released, or in connection with such transaction will be released, from its obligations under the Guarantee in accordance with the provisions of Section 702 hereof or any other release provision set forth in the Indenture, the Guarantor shall not amalgamate or consolidate with or merge with or into any other Person or convey, transfer, lease or otherwise dispose of its properties and assets substantially as an entirety to any Person by liquidation, winding-up or otherwise (in one transaction or a series of related transactions) unless: (i) immediately after giving effect to such transaction (and treating any Debt which becomes an obligation of the Guarantor or a Subsidiary of the Guarantor in connection with or as a result of such transaction as having been incurred at the time of such transaction), no Default or Event of Default shall have occurred and be continuing; (ii) either (x) the Guarantor shall be the continuing Person or (y) the Person (if other than the Guarantor) formed by such amalgamation or consolidation or into which the Guarantor is merged or the Person which acquires by conveyance, transfer, lease or other disposition the properties and assets of the Guarantor substantially as an entirety (the “Successor Guarantor”) shall, unless the Successor Guarantor is the Company, (A) be a corporation, company, partnership or trust organized and validly existing under the federal laws of Canada or any Province thereof or the laws of the United States of America or any State thereof or the District of Columbia and (B) expressly assume, by an indenture supplemental hereto, executed and delivered to the Trustee, in form satisfactory to the Trustee, all of the obligations of the Guarantor under the Guarantee (provided, however, that the Successor Guarantor shall not be required to execute and deliver such a supplemental indenture in the event of an amalgamation of the Guarantor with one or more other Persons, in which the amalgamation is governed by the laws of Canada or any province thereof, the Successor Guarantor and the Guarantor are, immediately prior to such amalgamation, organized and existing under the laws of Canada or any province thereof and upon the effectiveness of such amalgamation, the Successor Guarantor shall have become or shall continue to be (as the case may be), by operation of law, liable for the observance of all obligations of the Guarantor under the Guarantee); and (iii) the Guarantor, the Company or the Successor Guarantor, as applicable, shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such amalgamation, consolidation, merger, conveyance, transfer, lease or other disposition and, if a supplemental indenture is required in connection with such transaction (or series of transactions), such supplemental indenture, comply with this Section 703(a) and that all conditions precedent herein provided for relating to such transaction have been satisfied. (b) Upon any amalgamation, consolidation or merger, or any conveyance, transfer, lease or other disposition of the properties and assets of the Guarantor substantially as an entirety in accordance with Section 703(a), the Successor Guarantor shall succeed to, and be substituted for, and may exercise every right and power of, the Guarantor under this Supplemental Indenture and the Indenture with the same effect as if such Successor Guarantor had been named as the Guarantor herein; and thereafter, except in the case of a lease, the Guarantor shall be released and relieved from all of its obligations under this Article Seven, and the Guarantee shall be terminated and be of no further force or effect.

Appears in 1 contract

Samples: Indenture (Total Gas & Electricity (PA) Inc)

Release of Guarantor. (a) In the event that all of a Guarantor’s obligations with respect to the CCO Credit Facility and the Related Obligations or other Indebtedness under clause (1) of the second paragraph of Section 4.10 are released or discharged, in full, for any reason, including in connection with the repayment in full of all obligations under the CCO Credit Facility and the Related Obligations or such other Indebtedness, the Note Guarantee of such Guarantor will also be automatically released and terminated. Notwithstanding the preceding sentence, no such release shall be effective against the Trustee or the Holders if a Default or Event of Default in the payment of principal of, premium, if any, or interest on the Notes (including in connection with an offer to purchase) (including as a result of the events described under (b) In addition to release under the ~~release provisions set forth~~ circumstances described in the ~~Indenture, subject to Section 702(d~~foregoing clause (a), ~~the~~ a Restricted Subsidiary that is a Guarantor shall be released from its obligations under its Note Guarantee with respect the Notes and ~~relieved from all of~~ its obligations under this ~~Article Seven,~~ Indenture and the ~~Guarantee shall be terminated and be of no further force or effect, upon~~ Security Documents: (i) in the ~~request~~ event of the Company (without the consent of the Trustee) if, immediately after giving effect to such release and termination (and, if applicable, any transaction in connection therewith, including any other concurrent release, termination, repayment Legal Defeasance or Covenant Defeasance or discharge of ~~any other guarantee or other Debt~~ the Notes; (ii) upon the dissolution of a Guarantor which is not prohibited by the ~~Guarantor), the Company would be in compliance with Section 504 hereof, including~~ terms of this Indenture; (iii) in the event of a sale or other disposition ~~as a result~~ of which the Guarantor would cease to be a Subsidiary. (b) In order to effect the release and termination provided for in Section 702(a), the Company shall furnish to the Trustee an Officers’ Certificate stating that, immediately after giving effect to such release and termination (as well as any concurrent release, termination, repayment all or ~~discharge of any other guarantee or other Debt~~ substantially all of the assets of such Guarantor), ~~the Company will be in compliance with Section 504 hereof. In the event that the release and termination is in connection with~~ by way of merger, consolidation or otherwise, or a sale or other disposition ~~as a result~~ of which the Guarantor would cease to be a Subsidiary, pro forma effect shall be given to such disposition (including the application of any proceeds therefrom) in determining the Company’s compliance with Section 504 and, accordingly, the amount of Debt subject to the Guarantee and any other Debt all of the Equity Interests of such Guarantor ~~shall be excluded from any calculation thereunder. Notwithstanding any provision to~~ then held by the ~~contrary in~~ Issuers and their Restricted Subsidiaries; provided, however, that such sale or disposition otherwise complies with all of the ~~Indenture or~~ terms of this ~~Supplemental~~ Indenture, ~~no opinion, report or certificate, other than the Officers’ Certificate provided for in this~~ including those of Section 702(b), need be furnished to the Trustee for such release and termination. After its receipt of the aforementioned Officers’ Certificate, the Trustee shall execute any documents reasonably requested by either the Company or the Guarantor in order to evidence the release of the Guarantor from its obligations under the Guarantee under this Article Seven.4.11; or (civ) ~~No supplemental indenture, amendment or waiver shall, without the consent of the Holder of each Outstanding Note, release the~~ if such Guarantor ~~from any of its obligations under Section 701, other than~~ is designated as an Unrestricted Subsidiary in accordance with the provisions of this ~~Section 702 or the other release provisions set forth in the~~ Indenture, upon effectiveness of such designation or ~~amend or modify the release provisions of this Section 702~~when it first ceases to be a Restricted Subsidiary, respectively. (dc) ~~Notwithstanding the release provisions of Section 702(a), the Guarantor~~ The Trustee shall ~~not be released from its obligations under this Article Seven and the Guarantee will not be terminated if, immediately after~~ deliver an appropriate instrument or instruments evidencing such release ~~and termination (and, if applicable, after giving effect to any transaction to occur concurrently therewith), the Guarantor remains~~ upon receipt of a ~~co-obligor with or a guarantor for, as applicable, the obligations of~~ request by the Company under any Existing Note. SECTION 703. AMALGAMATION, CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE. (a) Unless the Guarantor has been released, or in connection with such transaction will be released, from its obligations under the Guarantee in accordance with the provisions of Section 702 hereof or any other release provision set forth in the Indenture, the Guarantor shall not amalgamate or consolidate with or merge with or into any other Person or convey, transfer, lease or otherwise dispose of its properties and assets substantially as an entirety to any Person accompanied by liquidation, winding-up or otherwise (in one transaction or a series of related transactions) unless: (i) immediately after giving effect to such transaction (and treating any Debt which becomes an obligation of the Guarantor or a Subsidiary of the Guarantor in connection with or as a result of such transaction as having been incurred at the time of such transaction), no Default or Event of Default shall have occurred and be continuing; (ii) either (x) the Guarantor shall be the continuing Person or (y) the Person (if other than the Guarantor) formed by such amalgamation or consolidation or into which the Guarantor is merged or the Person which acquires by conveyance, transfer, lease or other disposition the properties and assets of the Guarantor substantially as an entirety (the “Successor Guarantor”) shall, unless the Successor Guarantor is the Company, (A) be a corporation, company, partnership or trust organized and validly existing under the federal laws of Canada or any Province thereof or the laws of the United States of America or any State thereof or the District of Columbia and (B) expressly assume, by an indenture supplemental hereto, executed and delivered to the Trustee, in form satisfactory to the Trustee, all of the obligations of the Guarantor under the Guarantee (provided, however, that the Successor Guarantor shall not be required to execute and deliver such a supplemental indenture in the event of an amalgamation of the Guarantor with one or more other Persons, in which the amalgamation is governed by the laws of Canada or any province thereof, the Successor Guarantor and the Guarantor are, immediately prior to such amalgamation, organized and existing under the laws of Canada or any province thereof and upon the effectiveness of such amalgamation, the Successor Guarantor shall have become or shall continue to be (as the case may be), by operation of law, liable for the observance of all obligations of the Guarantor under the Guarantee); and (iii) the Guarantor, the Company or the Successor Guarantor, as applicable, shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such amalgamation, consolidation, merger, conveyance, transfer, lease or other disposition and, if a supplemental indenture is required in connection with such transaction (or series of transactions), such supplemental indenture, comply Counsel certifying as to the compliance with this Section ~~703(a) and that all conditions precedent herein provided for relating to such transaction have been satisfied~~11.04. (b) Upon any amalgamation, consolidation or merger, or any conveyance, transfer, lease or other disposition of the properties and assets of the Guarantor substantially as an entirety in accordance with Section 703(a), the Successor Guarantor shall succeed to, and be substituted for, and may exercise every right and power of, the Guarantor under this Supplemental Indenture and the Indenture with the same effect as if such Successor Guarantor had been named as the Guarantor herein; and thereafter, except in the case of a lease, the Guarantor shall be released and relieved from all of its obligations under this Article Seven, and the Guarantee shall be terminated and be of no further force or effect.

Appears in 1 contract

Samples: Indenture (Charter Communications Inc /Mo/)

Release of Guarantor. ~~(a) In addition to the release provisions set forth in the Indenture, subject to Section 702(d), the~~ A Guarantor shall be released from its obligations under its Note Guarantee and ~~relieved from all of~~ its obligations under this ~~Article Seven, and the Guarantee shall be terminated and be of no further force or effect, upon the request of the Company~~ Indenture: (~~without the consent of the Trustee~~1) if, immediately after giving effect to such release and termination (and, if applicable, any transaction in connection therewith, including any other concurrent release, termination, repayment or discharge of any other guarantee or other Debt of the Guarantor), the Company would be in compliance with Section 504 hereof, including in the event of ~~a sale~~ dissolution of such Guarantor; (2) if such Guarantor is designated as an Unrestricted Subsidiary or ~~other disposition as a result of which the Guarantor would cease~~ otherwise ceases to be a Subsidiary. (b) In order to effect the release and termination provided for in Section 702(a), the Company shall furnish to the Trustee an Officers’ Certificate stating that, immediately after giving effect to such release and termination (as well as any concurrent release, termination, repayment or discharge of any other guarantee or other Debt of the Guarantor), the Company will be in compliance with Section 504 hereof. In the event that the release and termination is in connection with a sale or other disposition as a result of which the Guarantor would cease to be a Restricted Subsidiary, ~~pro forma effect shall be given to such disposition (including the application of any proceeds therefrom)~~ in determining the Company’s compliance with Section 504 and, accordingly, the amount of Debt subject to the Guarantee and any other Debt of the Guarantor shall be excluded from any calculation thereunder. Notwithstanding any provision to the contrary in the Indenture or this Supplemental Indenture, no opinion, report or certificate, other than the Officers’ Certificate provided for in this Section 702(b), need be furnished to the Trustee for such release and termination. After its receipt of the aforementioned Officers’ Certificate, the Trustee shall execute any documents reasonably requested by either the Company or the Guarantor in order to evidence the release of the Guarantor from its obligations under the Guarantee under this Article Seven. (c) No supplemental indenture, amendment or waiver shall, without the consent of the Holder of each ~~Outstanding Note, release the Guarantor from any of its obligations under Section 701, other than~~ case in accordance with the provisions of this ~~Section 702 or the other release provisions set forth in the~~ Indenture, upon effectiveness of such designation or ~~amend or modify~~ when it first ceases to be a Restricted Subsidiary, respectively; (3) upon the release ~~provisions~~ or discharge of ~~this Section 702. (d) Notwithstanding~~ any guarantee by such Guarantor of the ~~release provisions~~ Credit Agreement and any Capital Markets Indebtedness of ~~Section 702(a),~~ the Guarantor shall not be released from its obligations under this Article Seven and the Guarantee will not be terminated if, immediately after such release and termination (and, if applicable, after giving effect to any transaction to occur concurrently therewith), the Guarantor remains a co-obligor with Issuer or a ~~guarantor for~~Domestic Subsidiary, ~~as applicable, the obligations of the Company under any Existing Note. SECTION 703. AMALGAMATION, CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE. (a) Unless the Guarantor has been released,~~ except a discharge or ~~in connection with such transaction will be released, from its obligations under the Guarantee in accordance with the provisions of Section 702 hereof or any other~~ release provision set forth in the Indenture, the Guarantor shall not amalgamate or consolidate with or merge with or into any other Person or convey, transfer, lease or otherwise dispose of its properties and assets substantially as an entirety to any Person by liquidation, winding-up or otherwise (in one transaction or a series of related transactions) unless: (i) immediately after giving effect to such transaction (and treating any Debt which becomes an obligation of the Guarantor or a Subsidiary of the Guarantor in connection with or as a result of payment under such ~~transaction as having been incurred at the time of such transaction), no Default or Event of Default shall have occurred and be continuing; (ii) either (x) the~~ other guarantee; provided that any Guarantor shall be the continuing Person or (y) the Person (if other than the Guarantor) formed by such amalgamation or consolidation or into which the Guarantor is merged or the Person which acquires by conveyance, transfer, lease or other disposition the properties and assets of the Guarantor substantially as an entirety (the “Successor Guarantor”) shall, unless the Successor Guarantor is the Company, (A) be a corporation, company, partnership or trust organized and validly existing under the federal laws of Canada or any Province thereof or the laws of the United States of America or any State thereof or the District of Columbia and (B) expressly assume, by an indenture supplemental hereto, executed and delivered to the Trustee, in form satisfactory to the Trustee, all of the obligations of the Guarantor under the may release its Note Guarantee (provided, however, that the Successor Guarantor shall not be required to execute and deliver such a supplemental indenture in the event of an amalgamation of the Guarantor with one or more other Persons, in which the amalgamation is governed by the laws of Canada or any province thereof, the Successor Guarantor and the Guarantor are, immediately prior to or substantially simultaneously with the release of its guarantee of other Capital Markets Indebtedness of the Issuer or a Domestic Subsidiary if such ~~amalgamation, organized and existing~~ Guarantor does not guarantee obligations under the ~~laws~~ Credit Agreement and its guarantee of ~~Canada~~ such other Capital Markets Indebtedness is released immediately following or ~~any province thereof and~~ substantially simultaneously with the release of its Note Guarantee; or (4) upon the ~~effectiveness of such amalgamation, the Successor Guarantor shall have become or shall continue to be (as the case may be), by operation of law, liable for the observance of all obligations~~ exercise of the ~~Guarantor under the Guarantee); and (iii) the Guarantor, the Company~~ legal defeasance option or ~~the Successor Guarantor~~covenant defeasance option pursuant to Sections 9.02 or 9.03 hereof, as applicable, ~~shall have~~ or if the obligations under this Indenture are discharged in accordance with the terms hereof, and in each such case, the Issuer has delivered to the Trustee an ~~Officers’~~ Officer’s Certificate ~~and~~ or an Opinion of Counsel, each stating that such amalgamation, consolidation, merger, conveyance, transfer, lease or other disposition and, if a supplemental indenture is required in connection with such transaction (or series of transactions), such supplemental indenture, comply with this Section 703(a) and that all conditions precedent herein provided for relating to such ~~transaction~~ transactions have been ~~satisfied. (b) Upon~~ complied with and that such release is authorized and permitted hereunder. The Trustee shall execute any ~~amalgamation, consolidation~~ documents reasonably requested by the Issuer or ~~merger, or any conveyance, transfer, lease or other disposition~~ a Guarantor in order to evidence the release of ~~the properties and assets of the~~ such Guarantor substantially as an entirety in accordance with Section 703(a), the Successor Guarantor shall succeed to, and be substituted for, and may exercise every right and power of, the Guarantor under this Supplemental Indenture and the Indenture with the same effect as if such Successor Guarantor had been named as the Guarantor herein; and thereafter, except in the case of a lease, the Guarantor shall be released and relieved from ~~all of~~ its obligations under its Note Guarantee endorsed on the Notes and under this Article ~~Seven, and the Guarantee shall be terminated and be of no further force or effect~~Ten.

Appears in 1 contract

Samples: Indenture (HomeAdvisor, Inc.)

Release of Guarantor. ~~(a) In addition to the release provisions set forth in the Indenture, subject to Section 702(d), the~~ The Guarantor ~~shall~~ will be released and relieved ~~from all~~ of its obligations under this Article ~~Seven~~6, and the Guarantee ~~shall~~ will be ~~terminated and be of no further force or effect~~terminated, upon the Company’s request ~~of the Company~~ (without the consent of the Trustee) if: (a) the Company notifies each debt rating agency known to it which has assigned a rating to the applicable series of Notes and which is designated by the Commission as a “Nationally Recognized Statistical Rating Organization” (a “Participating NRSRO”) and the Trustee of its intention to exercise the option to terminate the Guarantee of the applicable series of Notes at least 45 days prior to the proposed date of such termination (the “Release Date”); (b) on the proposed Release Date, ~~immediately after giving effect~~ the Company delivers to the Trustee an Officers’ Certificate stating that it has satisfied each of the four conditions listed in subsection (c) below; and (c) at the time of such release (and ~~termination (and, if applicable, any transaction in connection therewith, including~~ any other concurrent release, termination, repayment or discharge of any other guarantee or other ~~Debt~~ debt of the Guarantor), (i) the Guarantor shall not be the primary obligor or guarantor with respect to any Indebtedness, other than Indebtedness which in the aggregate does not exceed an amount equal to 10% of Consolidated Net Tangible Assets, (ii) the rating assigned to the Notes by at least two Participating NRSROs (or if there is only one Participating NRSRO, by that one Participating NRSRO) is within one of the ratings categories assigned by them designating “investment grade” corporate debt securities, (iii) at least two Participating NRSROs (or if there is only one Participating NRSRO, that one Participating NRSRO) have affirmed that the rating assigned by them to the Notes shall not be downgraded as a result of the termination of the Guarantee, or notice thereof and (iv) no Default or Event of Default has occurred and is continuing under the Original Indenture. Notwithstanding the above provision, the Guarantee of the Guarantor may not be released pursuant to the above provision if, immediately after the release, the Guarantor remains (i) a guarantor in respect of any of the Company’s existing public debt securities outstanding on the date hereof, or (ii) an obligor on any intercompany Indebtedness which has been pledged by the Company ~~would~~ for the benefit of any holders of any of the Company’s existing public debt securities outstanding on the date hereof. It will be an Event of Default if, at any time following release of the Guarantee, (i) the Guarantor or any successor thereof has been for a period of not less than 30 consecutive days, the primary obligor or guarantor with respect to Indebtedness in ~~compliance~~ an aggregate amount which exceeds 10% of Consolidated Net Tangible Assets, (ii) the Guarantor has not, within such 30-day period, provided to the Trustee a Guarantee on substantially the same terms and conditions as the original Guarantee that ranks pari passu with ~~Section 504 hereof~~the unsecured and unsubordinated Indebtedness of the Guarantor and (iii) on the 30th day of such 30-day period the Guarantor was a subsidiary of the Company. In addition, ~~including in~~ the ~~event~~ Guarantor will be released and relieved of a its obligations under this Article 6, and the Guarantee will be terminated, upon the Company’s request (without the consent of the Trustee): (a) upon the sale or other disposition ~~as a result~~ (including by way of amalgamation, consolidation, statutory plan of arrangement or merger) of the Guarantor, including the sale or disposition of capital stock of the Guarantor, following which the Guarantor ~~would cease to be~~ is no longer a Subsidiary., (b) ~~In order to effect~~ upon the release and termination provided for in Section 702(a), the Company shall furnish to the Trustee an Officers’ Certificate stating that, immediately after giving effect to such release and termination (as well as any concurrent release, termination, repayment or discharge of any other guarantee or other Debt of the Guarantor), the Company will be in compliance with Section 504 hereof. In the event that the release and termination is in connection with a sale or other disposition ~~as a result~~ of ~~which~~ all or substantially all the assets (including by way of amalgamation, consolidation, statutory plan of arrangement or merger) of the Guarantor, (c) upon defeasance or covenant defeasance of the Notes pursuant to Article 15 of the Original Indenture, or (d) upon the full satisfaction of the Company’s obligations under the Original Indenture and this First Supplemental Indenture, unless, in the case of (a) or (b) above, immediately after the release, the Guarantor ~~would cease to be~~ remains (i) a ~~Subsidiary~~guarantor in respect of any of the Company’s existing public debt securities outstanding on the date hereof, or (ii) an obligor on any intercompany Indebtedness which has been pledged by the Company for the benefit of any holders of any of the Company’s existing public debt securities outstanding on the date hereof, after giving pro forma effect ~~shall be given~~ to such sale or other disposition (including the application of any proceeds therefrom~~) in determining~~ ). At the request of the Company’s compliance with Section 504 and, accordingly, the amount of Debt subject to the Guarantee and any other Debt of the Guarantor shall be excluded from any calculation thereunder. Notwithstanding any provision to the contrary in the Indenture or this Supplemental Indenture, no opinion, report or certificate, other than the Officers’ Certificate provided for in this Section 702(b), need be furnished to the Trustee for such release and termination. After its receipt of the aforementioned Officers’ Certificate, the Trustee shall execute ~~any documents reasonably requested by either~~ and deliver an appropriate instrument evidencing such release. Other than in accordance with the ~~Company or~~ release provisions of this Section 6.1.6, the Guarantor ~~in order to evidence the release of the Guarantor~~ will not be released from its payment obligations under ~~the~~ its Guarantee ~~under this Article Seven. (c) No supplemental indenture,~~ and no amendment or waiver ~~shall~~of these release provisions will be permitted except, ~~without~~ in each case, with the consent of the Holder of each Outstanding Note, release the Guarantor from any of its obligations under Section 701, other than in accordance with the provisions of this Section 702 or the other release provisions set forth in the Indenture, or amend or modify the release provisions of this Section 702. (d) Notwithstanding the release provisions of Section 702(a), the Guarantor shall not be released from its obligations under this Article Seven and the Guarantee will not be terminated if, immediately after such release and termination (and, if applicable, after giving effect to any transaction to occur concurrently therewith), the Guarantor remains a co-obligor with or a guarantor for, as applicable, the obligations outstanding Note of the ~~Company under any Existing Note. SECTION 703. AMALGAMATION, CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE~~affected series. (a) Unless the Guarantor has been released, or in connection with such transaction will be released, from its obligations under the Guarantee in accordance with the provisions of Section 702 hereof or any other release provision set forth in the Indenture, the Guarantor shall not amalgamate or consolidate with or merge with or into any other Person or convey, transfer, lease or otherwise dispose of its properties and assets substantially as an entirety to any Person by liquidation, winding-up or otherwise (in one transaction or a series of related transactions) unless: (i) immediately after giving effect to such transaction (and treating any Debt which becomes an obligation of the Guarantor or a Subsidiary of the Guarantor in connection with or as a result of such transaction as having been incurred at the time of such transaction), no Default or Event of Default shall have occurred and be continuing; (ii) either (x) the Guarantor shall be the continuing Person or (y) the Person (if other than the Guarantor) formed by such amalgamation or consolidation or into which the Guarantor is merged or the Person which acquires by conveyance, transfer, lease or other disposition the properties and assets of the Guarantor substantially as an entirety (the “Successor Guarantor”) shall, unless the Successor Guarantor is the Company, (A) be a corporation, company, partnership or trust organized and validly existing under the federal laws of Canada or any Province thereof or the laws of the United States of America or any State thereof or the District of Columbia and (B) expressly assume, by an indenture supplemental hereto, executed and delivered to the Trustee, in form satisfactory to the Trustee, all of the obligations of the Guarantor under the Guarantee (provided, however, that the Successor Guarantor shall not be required to execute and deliver such a supplemental indenture in the event of an amalgamation of the Guarantor with one or more other Persons, in which the amalgamation is governed by the laws of Canada or any province thereof, the Successor Guarantor and the Guarantor are, immediately prior to such amalgamation, organized and existing under the laws of Canada or any province thereof and upon the effectiveness of such amalgamation, the Successor Guarantor shall have become or shall continue to be (as the case may be), by operation of law, liable for the observance of all obligations of the Guarantor under the Guarantee); and (iii) the Guarantor, the Company or the Successor Guarantor, as applicable, shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such amalgamation, consolidation, merger, conveyance, transfer, lease or other disposition and, if a supplemental indenture is required in connection with such transaction (or series of transactions), such supplemental indenture, comply with this Section 703(a) and that all conditions precedent herein provided for relating to such transaction have been satisfied. (b) Upon any amalgamation, consolidation or merger, or any conveyance, transfer, lease or other disposition of the properties and assets of the Guarantor substantially as an entirety in accordance with Section 703(a), the Successor Guarantor shall succeed to, and be substituted for, and may exercise every right and power of, the Guarantor under this Supplemental Indenture and the Indenture with the same effect as if such Successor Guarantor had been named as the Guarantor herein; and thereafter, except in the case of a lease, the Guarantor shall be released and relieved from all of its obligations under this Article Seven, and the Guarantee shall be terminated and be of no further force or effect.

Appears in 1 contract

Samples: First Supplemental Indenture (Teck Resources LTD)

Release of Guarantor. ~~(a) In addition to the release provisions set forth in the Indenture, subject to Section 702(d), the~~ A Guarantor ~~shall~~ will be automatically released from its obligations under its Guarantee and ~~relieved from all of~~ its obligations under this ~~Article Seven, and the Guarantee shall be terminated and be of no further force or effect, upon the request of the Company~~ Indenture: (~~without the consent of the Trustee~~A) if, immediately after giving effect to such release and termination (and, if applicable, any transaction in connection therewith, including any other concurrent release, termination, repayment or discharge of any other guarantee or other Debt of the Guarantor), the Company would be in compliance with Section 504 hereof, including in the event of a dissolution of such Guarantor; (B) concurrent with any direct or indirect sale or disposition (by merger or otherwise) of any Guarantor or any interest therein, or in the event of any other ~~disposition~~ transaction, not in violation of Section 6.01(B) of this Indenture, following which such Guarantor is no longer a Wholly Owned Domestic Subsidiary of the Company; (C) upon the merger or consolidation of any Guarantor with and into the Company or any other Guarantor that is the surviving person in such merger or consolidation, or upon the liquidation of such Guarantor following the transfer of all of its assets to the Company or another Guarantor; (D) upon the substantially concurrent release, discharge or termination of the guarantee by such Guarantor under the Existing Credit Agreement or the Senior Credit Agreement, as applicable (it being understood that a ~~result of which~~ release subject to contingent reinstatement is still a release, and that if any such guarantee is reinstated, such Guarantee will also be reinstated to the extent that such Guarantor would ~~cease~~ then be required to be provide a ~~Subsidiary.~~Guarantee pursuant to Section 3.08 of this Indenture); or (bE) ~~In order~~ in the case of any Subsidiary that becomes a Guarantor pursuant to ~~effect the release and termination provided for in~~ clause (B) under Section ~~702(a)~~3.08 of this Indenture, ~~the Company shall furnish~~ upon notice to the Trustee ~~an Officers’ Certificate stating that~~(unless otherwise provided in the applicable supplemental indenture pursuant to which such Subsidiary becomes a Guarantor) or in any other circumstance described in the applicable supplemental indenture pursuant to which such Subsidiary becomes a Guarantor. Additionally, ~~immediately after giving effect to such release and termination (as well as any concurrent release, termination, repayment or discharge~~ the Guarantee of any ~~other guarantee or other Debt of the Guarantor), the Company~~ Guarantor will be released in ~~compliance with Section 504 hereof. In~~ the event ~~that~~ such Guarantor no longer Guarantees any indebtedness under the release and termination is in connection with a sale or other disposition as a result of which the Guarantor would cease to be a Subsidiary, pro forma effect shall be given to such disposition (including the application of any proceeds therefrom) in determining the Company’s compliance with Section 504 and, accordingly, the amount of Debt subject to the Guarantee and any other Debt of the Guarantor shall be excluded from any calculation thereunderSenior Credit Facilities. Notwithstanding any provision to the contrary in the Indenture or this Supplemental Indenture, no opinion, report or certificate, other than the Officers’ Certificate provided for in this Section 702(b), need be furnished to the Trustee for such release and termination. After its Upon receipt of ~~the aforementioned Officers’ Certificate~~an Officer’s Certificate and an Opinion of Counsel stating that all covenants and conditions precedent thereto have been complied with, the Trustee shall execute any documents reasonably requested by ~~either~~ the Company or ~~the~~ a Guarantor in order to evidence the release of ~~the~~ such Guarantor from its obligations under its Guarantee endorsed on the ~~Guarantee~~ Notes and under this Article ~~Seven~~12. (c) No supplemental indenture, amendment or waiver shall, without the consent of the Holder of each Outstanding Note, release the Guarantor from any of its obligations under Section 701, other than in accordance with the provisions of this Section 702 or the other release provisions set forth in the Indenture, or amend or modify the release provisions of this Section 702. (d) Notwithstanding the release provisions of Section 702(a), the Guarantor shall not be released from its obligations under this Article Seven and the Guarantee will not be terminated if, immediately after such release and termination (and, if applicable, after giving effect to any transaction to occur concurrently therewith), the Guarantor remains a co-obligor with or a guarantor for, as applicable, the obligations of the Company under any Existing Note. SECTION 703. AMALGAMATION, CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE. (a) Unless the Guarantor has been released, or in connection with such transaction will be released, from its obligations under the Guarantee in accordance with the provisions of Section 702 hereof or any other release provision set forth in the Indenture, the Guarantor shall not amalgamate or consolidate with or merge with or into any other Person or convey, transfer, lease or otherwise dispose of its properties and assets substantially as an entirety to any Person by liquidation, winding-up or otherwise (in one transaction or a series of related transactions) unless: (i) immediately after giving effect to such transaction (and treating any Debt which becomes an obligation of the Guarantor or a Subsidiary of the Guarantor in connection with or as a result of such transaction as having been incurred at the time of such transaction), no Default or Event of Default shall have occurred and be continuing; (ii) either (x) the Guarantor shall be the continuing Person or (y) the Person (if other than the Guarantor) formed by such amalgamation or consolidation or into which the Guarantor is merged or the Person which acquires by conveyance, transfer, lease or other disposition the properties and assets of the Guarantor substantially as an entirety (the “Successor Guarantor”) shall, unless the Successor Guarantor is the Company, (A) be a corporation, company, partnership or trust organized and validly existing under the federal laws of Canada or any Province thereof or the laws of the United States of America or any State thereof or the District of Columbia and (B) expressly assume, by an indenture supplemental hereto, executed and delivered to the Trustee, in form satisfactory to the Trustee, all of the obligations of the Guarantor under the Guarantee (provided, however, that the Successor Guarantor shall not be required to execute and deliver such a supplemental indenture in the event of an amalgamation of the Guarantor with one or more other Persons, in which the amalgamation is governed by the laws of Canada or any province thereof, the Successor Guarantor and the Guarantor are, immediately prior to such amalgamation, organized and existing under the laws of Canada or any province thereof and upon the effectiveness of such amalgamation, the Successor Guarantor shall have become or shall continue to be (as the case may be), by operation of law, liable for the observance of all obligations of the Guarantor under the Guarantee); and (iii) the Guarantor, the Company or the Successor Guarantor, as applicable, shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such amalgamation, consolidation, merger, conveyance, transfer, lease or other disposition and, if a supplemental indenture is required in connection with such transaction (or series of transactions), such supplemental indenture, comply with this Section 703(a) and that all conditions precedent herein provided for relating to such transaction have been satisfied. (b) Upon any amalgamation, consolidation or merger, or any conveyance, transfer, lease or other disposition of the properties and assets of the Guarantor substantially as an entirety in accordance with Section 703(a), the Successor Guarantor shall succeed to, and be substituted for, and may exercise every right and power of, the Guarantor under this Supplemental Indenture and the Indenture with the same effect as if such Successor Guarantor had been named as the Guarantor herein; and thereafter, except in the case of a lease, the Guarantor shall be released and relieved from all of its obligations under this Article Seven, and the Guarantee shall be terminated and be of no further force or effect.

Appears in 1 contract

Samples: Indenture (Magnite, Inc.)

Release of Guarantor. ~~(a) In addition to the release provisions set forth in the Indenture, subject to Section 702(d), the~~ A Guarantor shall be released and relieved from all of its obligations under this Article Seven, and the Guarantee shall be terminated and be of no further force or effect, upon the request of the Company (without the consent of the Trustee) if, immediately after giving effect to such release and termination (and, if applicable, any transaction in connection therewith, including any other concurrent release, termination, repayment or discharge of any other guarantee or other Debt of the Guarantor), the Company would be in compliance with Section 504 hereof, including in the event of a sale or other disposition as a result of which the Guarantor would cease to be a Subsidiary. (b) In order to effect the release and termination provided for in Section 702(a), the Company shall furnish to the Trustee an Officers’ Certificate stating that, immediately after giving effect to such release and termination (as well as any concurrent release, termination, repayment or discharge of any other guarantee or other Debt of the Guarantor), the Company will be in compliance with Section 504 hereof. In the event that the release and termination is in connection with a sale or other disposition as a result of which the Guarantor would cease to be a Subsidiary, pro forma effect shall be given to such disposition (including the application of any proceeds therefrom) in determining the Company’s compliance with Section 504 and, accordingly, the amount of Debt subject to the Guarantee and any other Debt of the Guarantor shall be excluded from any calculation thereunder. Notwithstanding any provision to the contrary in the Indenture or this Supplemental Indenture, no opinion, report or certificate, other than the Officers’ Certificate provided for in this Section 702(b), need be furnished to the Trustee for such release and termination. After its receipt of the aforementioned Officers’ Certificate, the Trustee shall execute any documents reasonably requested by either the Company or the Guarantor in order to evidence the release of the Guarantor from its obligations under the Guarantee under this Article Seven. (c) No supplemental indenture, amendment or waiver shall, without the consent of the Holder of each Outstanding Note, release the Guarantor from any of its obligations under Section 701, other than in accordance with the provisions of this Section 702 or the other release provisions set forth in the Indenture, or amend or modify the release provisions of this Section 702. (d) Notwithstanding the release provisions of Section 702(a), the Guarantor shall not be automatically released from its obligations under this Article ~~Seven and the Guarantee will not be terminated if, immediately after such release and termination~~ 10 (~~and, if applicable, after giving effect to~~ other than any ~~transaction to occur concurrently therewith), the Guarantor remains a co-obligor with or a guarantor for, as applicable, the obligations of the Company~~ obligation that may have arisen under ~~any Existing Note. SECTION 703. AMALGAMATION, CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE. (a~~Section 10.7) Unless the Guarantor has been released, or in connection with such transaction will be released, from its obligations under the Guarantee in accordance with the provisions of Section 702 hereof or any other release provision set forth in the Indenture, the Guarantor shall not amalgamate or consolidate with or merge with or into any other Person or convey, transfer, lease or otherwise dispose of its properties and assets substantially as an entirety to any Person by liquidation, winding-up or otherwise (in one transaction or a series of related transactions) unlessupon: (i) ~~immediately~~ the release of such Guarantor from its obligations as a guarantor under the Senior Credit Facilities (other than in connection with payment in full of such Senior Credit Facilities) or in respect of such other debt that caused it to become a Guarantor under Section 4.7, so long as such Guarantor would not then otherwise be required to be a Guarantor pursuant to Section 4.7; (ii) the sale, issuance or other disposition of Capital Stock of such Guarantor (including by way of merger, amalgamation or consolidation) such that such Guarantor ceases to be a Subsidiary of the Company, or the sale of all or substantially all of the assets of such Guarantor to a Person that is not (either before or after giving effect to such ~~transaction (and treating any Debt which becomes an obligation of~~ transaction) the ~~Guarantor~~ Company or a ~~Subsidiary of the Guarantor in connection with or~~ Subsidiary, so long as ~~a result of~~ such ~~transaction as having been incurred at the time of such transaction)~~sale, no Default or Event of Default shall have occurred and be continuing; (ii) either (x) the Guarantor shall be the continuing Person or (y) the Person (if other than the Guarantor) formed by such amalgamation or consolidation or into which the Guarantor is merged or the Person which acquires by conveyance, transfer, lease issuance or other disposition ~~the properties and assets~~ of ~~the Guarantor substantially as an entirety (the “Successor Guarantor”) shall, unless the Successor Guarantor~~ Capital Stock is the Company, (A) be a corporation, company, partnership or trust organized and validly existing under the federal laws of Canada or any Province thereof or the laws of the United States of America or any State thereof or the District of Columbia and (B) expressly assume, by an indenture supplemental hereto, executed and delivered to the Trustee, in form satisfactory to the Trustee, all of the obligations of the Guarantor under the Guarantee (provided, however, that the Successor Guarantor shall not ~~be required to execute and deliver such a supplemental indenture in the event of an amalgamation of the Guarantor with one or more other Persons, in which the amalgamation is governed~~ prohibited by the ~~laws~~ terms of Canada or any province thereof, the Successor Guarantor and the Guarantor are, immediately prior to such amalgamation, organized and existing under the laws of Canada or any province thereof and upon the effectiveness of such amalgamation, the Successor Guarantor shall have become or shall continue to be (as the case may be), by operation of law, liable for the observance of all obligations of the Guarantor under the Guarantee); andthis Indenture; (iii) immediately prior to or following the dissolution of such Guarantor, ; or (iv) the Company exercising its legal defeasance option or its covenant defeasance option pursuant to Article 8 or if the Company’s obligations under this Indenture are discharged in accordance with the terms of this Indenture; (b) the Company or ~~the Successor Guarantor, as applicable, shall have delivered~~ such Guarantor delivering to the ~~Trustee~~ Trustees an Officers’ Certificate and an Opinion of Counsel, each stating that such amalgamation, consolidation, merger, conveyance, transfer, lease or other disposition and, if a supplemental indenture is required in connection with such transaction (or series of transactions), such supplemental indenture, comply with this Section 703(a) and that all conditions ~~precedent herein~~ provided for in this Indenture relating to such transaction have been satisfied. (b) Upon any amalgamation, consolidation or merger, or any conveyance, transfer, lease or other disposition of the properties and assets of the Guarantor substantially as an entirety in accordance with Section 703(a), the Successor Guarantor shall succeed to, and be substituted for, and may exercise every right and power of, the Guarantor under this Supplemental Indenture and the Indenture with the same effect as if such Successor Guarantor had been named as the Guarantor herein; and thereaftercomplied with, except in the case of a ~~lease~~merger, consolidation or amalgamation of a Guarantor into or with the Company; and (c) at the request of the Company, the ~~Guarantor~~ Trustees shall ~~be released~~ execute and ~~relieved from all of its obligations under this Article Seven, and~~ deliver an appropriate instrument evidencing such release (in the ~~Guarantee shall be terminated and be of no further force or effect~~form provided by the Company).

Appears in 1 contract

Samples: Indenture (Open Text Corp)

Release of Guarantor. (a) ~~In addition to the release provisions set forth in the Indenture, subject to Section 702(d), the~~ Any Guarantee by a Guarantor shall be automatically and unconditionally released and ~~relieved from~~ discharged, without any further action required on the part of the Trustee or any Holder of the Notes, upon: (1) (A) the amalgamation or consolidation of such Guarantor with the Company or any Guarantor that is a Wholly Owned Restricted Subsidiary of the Company; (B) the merger of such Guarantor with or into the Company or any Guarantor that is a Wholly Owned Restricted Subsidiary of the Company; (C) the sale or all or substantially all of ~~its obligations under~~ the assets of such Guarantor to the Company or any Guarantor that is a Wholly Owned Restricted Subsidiary of the Company; or (D) the dissolution of such Guarantor; (2) the Designation of such Guarantor as an Unrestricted Subsidiary pursuant to Section 4.21; or (3) (A) the sale or other disposition (by merger or otherwise) of all or substantially all of the assets of such Guarantor to any Person that is not a Restricted Subsidiary of the Company, or (B) the sale or other disposition (by merger or otherwise) to any Person that is not a Restricted Subsidiary of the Company of such of the Capital Stock of such Guarantor owned directly or indirectly by the Company so that the Company no longer owns, directly or indirectly, greater than 50% of the Common Stock of such Guarantor; provided that such sale or disposition of such Capital Stock or assets is otherwise in compliance with the terms of this ~~Article Seven~~Indenture. (b) The Trustee shall, if the Company requests, deliver an appropriate instrument evidencing such release upon receipt of a request by the Company accompanied by an Officers’ Certificate and Opinion of Counsel certifying as to the ~~Guarantee~~ compliance with this Section 10.4. (c) All Guarantees shall ~~be terminated and~~ be of no further force ~~or effect,~~ and effect upon the request of the Company (without the consent of the Trustee) if, immediately after giving effect to such release and termination (and, if applicable, any transaction in connection therewith, including any other concurrent release, termination, repayment or discharge of any other guarantee or other Debt of the Guarantor), the Company would be in compliance with Section 504 hereof, including in the event occurrence of a ~~sale~~ Legal Defeasance or ~~other disposition as~~ a ~~result of which the Guarantor would cease~~ Covenant Defeasance pursuant to ~~be a Subsidiary. (b) In order to effect the release and termination provided for in~~ Section ~~702(a)~~8.2 or 8.3, the Company shall furnish to the Trustee an Officers’ Certificate stating that, immediately after giving effect to such release and termination (as well as any concurrent release, termination, repayment or discharge of any other guarantee or other Debt of the Guarantor), the Company will be in compliance with Section 504 hereof. In the event that the release and termination is in connection with a sale or other disposition as a result of which the Guarantor would cease to be a Subsidiary, pro forma effect shall be given to such disposition (including the application of any proceeds therefrom) in determining the Company’s compliance with Section 504 and, accordingly, the amount of Debt subject to ~~the Guarantee and any other Debt of the Guarantor shall be excluded from any calculation thereunder. Notwithstanding any provision~~ reinstatement pursuant to ~~the contrary in the Indenture or this Supplemental Indenture, no opinion, report or certificate, other than the Officers’ Certificate provided for in this~~ Section 702(b), need be furnished to the Trustee for such release and termination. After its receipt of the aforementioned Officers’ Certificate, the Trustee shall execute any documents reasonably requested by either the Company or the Guarantor in order to evidence the release of the Guarantor from its obligations 8.7 under the ~~Guarantee under this Article Seven~~circumstances described therein. (c) No supplemental indenture, amendment or waiver shall, without the consent of the Holder of each Outstanding Note, release the Guarantor from any of its obligations under Section 701, other than in accordance with the provisions of this Section 702 or the other release provisions set forth in the Indenture, or amend or modify the release provisions of this Section 702. (d) Notwithstanding the release provisions of Section 702(a), the Guarantor shall not be released from its obligations under this Article Seven and the Guarantee will not be terminated if, immediately after such release and termination (and, if applicable, after giving effect to any transaction to occur concurrently therewith), the Guarantor remains a co-obligor with or a guarantor for, as applicable, the obligations of the Company under any Existing Note. SECTION 703. AMALGAMATION, CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE. (a) Unless the Guarantor has been released, or in connection with such transaction will be released, from its obligations under the Guarantee in accordance with the provisions of Section 702 hereof or any other release provision set forth in the Indenture, the Guarantor shall not amalgamate or consolidate with or merge with or into any other Person or convey, transfer, lease or otherwise dispose of its properties and assets substantially as an entirety to any Person by liquidation, winding-up or otherwise (in one transaction or a series of related transactions) unless: (i) immediately after giving effect to such transaction (and treating any Debt which becomes an obligation of the Guarantor or a Subsidiary of the Guarantor in connection with or as a result of such transaction as having been incurred at the time of such transaction), no Default or Event of Default shall have occurred and be continuing; (ii) either (x) the Guarantor shall be the continuing Person or (y) the Person (if other than the Guarantor) formed by such amalgamation or consolidation or into which the Guarantor is merged or the Person which acquires by conveyance, transfer, lease or other disposition the properties and assets of the Guarantor substantially as an entirety (the “Successor Guarantor”) shall, unless the Successor Guarantor is the Company, (A) be a corporation, company, partnership or trust organized and validly existing under the federal laws of Canada or any Province thereof or the laws of the United States of America or any State thereof or the District of Columbia and (B) expressly assume, by an indenture supplemental hereto, executed and delivered to the Trustee, in form satisfactory to the Trustee, all of the obligations of the Guarantor under the Guarantee (provided, however, that the Successor Guarantor shall not be required to execute and deliver such a supplemental indenture in the event of an amalgamation of the Guarantor with one or more other Persons, in which the amalgamation is governed by the laws of Canada or any province thereof, the Successor Guarantor and the Guarantor are, immediately prior to such amalgamation, organized and existing under the laws of Canada or any province thereof and upon the effectiveness of such amalgamation, the Successor Guarantor shall have become or shall continue to be (as the case may be), by operation of law, liable for the observance of all obligations of the Guarantor under the Guarantee); and (iii) the Guarantor, the Company or the Successor Guarantor, as applicable, shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such amalgamation, consolidation, merger, conveyance, transfer, lease or other disposition and, if a supplemental indenture is required in connection with such transaction (or series of transactions), such supplemental indenture, comply with this Section 703(a) and that all conditions precedent herein provided for relating to such transaction have been satisfied. (b) Upon any amalgamation, consolidation or merger, or any conveyance, transfer, lease or other disposition of the properties and assets of the Guarantor substantially as an entirety in accordance with Section 703(a), the Successor Guarantor shall succeed to, and be substituted for, and may exercise every right and power of, the Guarantor under this Supplemental Indenture and the Indenture with the same effect as if such Successor Guarantor had been named as the Guarantor herein; and thereafter, except in the case of a lease, the Guarantor shall be released and relieved from all of its obligations under this Article Seven, and the Guarantee shall be terminated and be of no further force or effect.

Appears in 1 contract

Samples: Indenture (Propex International Holdings II Inc.)

Release of Guarantor. (a) ~~In addition to the release provisions~~ Except as set forth in the Indenture, subject to Section 702(d), the Guarantor shall be released and relieved from all of its obligations under this Article Seven, and the Guarantee shall be terminated and be of no further force or effectsubsection (c) below, upon the ~~request~~ sale or other disposition of all of the ~~Company (without the consent~~ assets of any Guarantor, by way of merger, consolidation or otherwise, or a sale or other disposition of all of the ~~Trustee) if~~capital stock of such Guarantor, ~~immediately after giving effect to~~ in each case in accordance with the terms of Section 5.1, such ~~release and termination~~ Guarantor (and, if applicable, any transaction in connection therewith, including any other concurrent release, termination, repayment or discharge of any other guarantee or other Debt of the Guarantor), the Company would be in compliance with Section 504 hereof, including in the event of a sale or other ~~disposition as~~ disposition, by way of such a ~~result~~ merger, consolidation or otherwise of ~~which~~ all the capital stock of such Guarantor) shall be automatically released from all its obligations under the Indenture and the Guarantee without any action on the part of the Trustee or the Holders. The Trustee shall receive written notice of the release of any Guarantor ~~would cease to be a Subsidiary~~if such release is effected other than under Section 5.1. (b) ~~In order to effect the release and termination provided for~~ Except as set forth in ~~Section 702(a)~~subsection (c) below, the Company shall furnish to the Trustee an Officers’ Certificate stating that, immediately after giving effect to such release and termination (as well as any concurrent release, termination, repayment or discharge of any other guarantee or other Debt of the Guarantor), the Company will be in compliance with Section 504 hereof. In the event that the release and termination is in connection with a sale or other disposition as a result of which the Guarantor would cease to be a Subsidiary, pro forma effect shall be given to such disposition (including the application of any proceeds therefrom) in determining the Company’s compliance with Section 504 and, accordingly, the amount of Debt subject to the Guarantee and any other Debt of the Guarantor shall be excluded from any calculation thereunder. Notwithstanding any provision to the contrary in the Indenture or this Supplemental Indenture, no opinion, report or certificate, other than the Officers’ Certificate provided for in this Section 702(b), need be furnished to the Trustee for such release and termination. After its receipt of the aforementioned Officers’ Certificate, the Trustee shall execute any documents reasonably requested by either the Company or the Guarantor in order to evidence upon the release of a Guarantee by a Subsidiary of the ~~Guarantor from its~~ Company's obligations under the Bank Credit Facility, the Guarantee of such Subsidiary under this ~~Article Seven~~Indenture will be released and discharged at such time and will not be reinstated or renewed in the event any such Subsidiary thereafter Guarantees obligations of the Company under the Bank Credit Facility, so long as the Guarantee by such Subsidiary under the Bank Credit Facility remains released (i) until the next succeeding refinancing, restatement, renewal, extension or replacement of the Bank Credit Facility or amendment to increase the available principal amount thereunder, or (ii) for a period of 90 consecutive days, whichever is later. (c) No supplemental indenture, amendment or waiver shall, without the consent of the Holder of each Outstanding Note, release the Guarantor from any of its obligations under Section 701, other than in accordance with the provisions of this Section 702 or the other release provisions set forth in the Indenture, or amend or modify the release provisions of this Section 702. (d) Notwithstanding the ~~release provisions of Section 702(a)~~foregoing, ~~the~~ a Guarantor ~~shall not~~ may be released from its ~~obligations under this Article Seven and the~~ Guarantee ~~will~~ only if such Guarantor is not ~~be terminated if, immediately after such release and termination~~ a guarantor of (~~and, if applicable, after giving effect to any transaction to occur concurrently therewith), the Guarantor remains a~~ or co-obligor ~~with or a guarantor for, as applicable, the obligations~~ on) any Funded Indebtedness of the Company ~~under any Existing Note. SECTION 703. AMALGAMATION, CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE. (a) Unless~~ other than the ~~Guarantor has been released, or in connection with such transaction will be released, from its obligations under~~ Notes and other than Funded Indebtedness of the Guarantee in accordance with the provisions of Section 702 hereof or any other release provision set forth in the Indenture, the Guarantor shall not amalgamate or consolidate with or merge with or into any other Person or convey, transfer, lease or otherwise dispose of its properties and assets substantially as an entirety to any Person by liquidation, winding-up or otherwise (in one transaction or a series of related transactions) unless: Company (i) ~~immediately after giving effect~~ that is subject to a release provision similar to the release provision described herein, and (ii) the related guarantee (or obligation) of which shall be released concurrently with the release of the Guarantee of such Guarantor pursuant to such transaction (and treating any Debt which becomes an obligation of the Guarantor or a Subsidiary of the Guarantor in connection with or as a result of such transaction as having been incurred at the time of such transaction), release provision; provided that no ~~Default~~ default or Event of Default ~~shall have~~ hereunder has occurred and be is continuing; (ii) either (x) the Guarantor shall be the continuing Person or (y) the Person (if other than the Guarantor) formed by such amalgamation or consolidation or into which the Guarantor is merged or the Person which acquires by conveyance, transfer, lease or other disposition the properties and assets of the Guarantor substantially as an entirety (the “Successor Guarantor”) shall, unless the Successor Guarantor is the Company, (A) be a corporation, company, partnership or trust organized and validly existing under the federal laws of Canada or any Province thereof or the laws of the United States of America or any State thereof or the District of Columbia and (B) expressly assume, by an indenture supplemental hereto, executed and delivered to the Trustee, in form satisfactory to the Trustee, all of the obligations of the Guarantor under the Guarantee (provided, however, that the Successor Guarantor shall not be required to execute and deliver such a supplemental indenture in the event of an amalgamation of the Guarantor with one or more other Persons, in which the amalgamation is governed by the laws of Canada or any province thereof, the Successor Guarantor and the Guarantor are, immediately prior to such amalgamation, organized and existing under the laws of Canada or any province thereof and upon the effectiveness of such amalgamation, the Successor Guarantor shall have become or shall continue to be (as the case may be), by operation of law, liable for the observance of all obligations of the Guarantor under the Guarantee); and (iii) the Guarantor, the Company or the Successor Guarantor, as applicable, shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such amalgamation, consolidation, merger, conveyance, transfer, lease or other disposition and, if a supplemental indenture is required in connection with such transaction (or series of transactions), such supplemental indenture, comply with this Section 703(a) and that all conditions precedent herein provided for relating to such transaction have been satisfied. (b) Upon any amalgamation, consolidation or merger, or any conveyance, transfer, lease or other disposition of the properties and assets of the Guarantor substantially as an entirety in accordance with Section 703(a), the Successor Guarantor shall succeed to, and be substituted for, and may exercise every right and power of, the Guarantor under this Supplemental Indenture and the Indenture with the same effect as if such Successor Guarantor had been named as the Guarantor herein; and thereafter, except in the case of a lease, the Guarantor shall be released and relieved from all of its obligations under this Article Seven, and the Guarantee shall be terminated and be of no further force or effect.

Appears in 1 contract

Samples: Indenture (Wolverine Tube Inc)

Release of Guarantor. (a) ~~In addition to the release provisions~~ Except as set forth in the Indenture, subject to Section 702(d), the Guarantor shall be released and relieved from all of its obligations under this Article Seven, and the Guarantee shall be terminated and be of no further force or effectsubsection (c) below, upon the ~~request~~ sale or other disposition of all of the ~~Company (without the consent~~ assets of any Guarantor, by way of merger, consolidation or otherwise, or a sale or other disposition of all of the ~~Trustee) if~~capital stock of such Guarantor, ~~immediately after giving effect to~~ in each case in accordance with the terms of Section 5.1, such ~~release and termination~~ Guarantor (and, if applicable, any transaction in connection therewith, including any other concurrent release, termination, repayment or discharge of any other guarantee or other Debt of the Guarantor), the Company would be in compliance with Section 504 hereof, including in the event of a sale or other ~~disposition as~~ disposition, by way of such a ~~result~~ merger, consolidation or otherwise of ~~which~~ all the capital stock of such Guarantor) shall be automatically released from all its obligations under this Exchange Agreement and the Guarantee without any action on the part of the Purchasers. The Purchasers shall receive written notice of the release of any Guarantor ~~would cease to be a Subsidiary~~if such release is effected other than under Section 5.1. (b) ~~In order to effect~~ Except as set forth in subsection (c) below, upon the release and termination provided for in Section 702(a), the Company shall furnish to the Trustee an Officers’ Certificate stating that, immediately after giving effect to such release and termination (as well as any concurrent release, termination, repayment or discharge of ~~any other guarantee or other Debt of the Guarantor), the Company will be in compliance with Section 504 hereof. In the event that the release and termination is in connection with~~ a ~~sale or other disposition~~ Subsidiary as a ~~result of which the Guarantor would cease to be a Subsidiary, pro forma effect shall be given to such disposition (including the application of any proceeds therefrom) in determining~~ guarantor or co-obligor on the Company’s compliance with Section 504 and, accordingly, the amount of Debt subject to the Guarantee and any other Debt of the Guarantor shall be excluded from any calculation thereunder. Notwithstanding any provision to the contrary in the Indenture or this Supplemental Indenture, no opinion, report or certificate, other than the Officers’ Certificate provided for in this Section 702(b), need be furnished to the Trustee for such release and termination. After its receipt of the aforementioned Officers’ Certificate, the Trustee shall execute any documents reasonably requested by either the Company or the Guarantor in order to evidence the release of the Guarantor from its obligations under the Bank Credit Facility, the Guarantee of such Subsidiary under this ~~Article Seven~~Exchange Agreement will be released and discharged at such time and will not be reinstated or renewed in the event any such Subsidiary thereafter guarantees or becomes a co-obligor on obligations of the Company under the Bank Credit Facility, so long as the obligations of such Subsidiary under the Bank Credit Facility remain released (i) until the next succeeding refinancing, restatement, renewal, extension or replacement of the Bank Credit Facility or amendment to increase the available principal amount thereunder, or (ii) for a period of 90 consecutive days, whichever is later. (c) No supplemental indenture, amendment or waiver shall, without the consent of the Holder of each Outstanding Note, release the Guarantor from any of its obligations under Section 701, other than in accordance with the provisions of this Section 702 or the other release provisions set forth in the Indenture, or amend or modify the release provisions of this Section 702. (d) Notwithstanding the ~~release provisions of Section 702(a)~~foregoing, ~~the~~ a Guarantor ~~shall not~~ may be released from its ~~obligations under this Article Seven and the~~ Guarantee ~~will~~ only if such Guarantor is not ~~be terminated if, immediately after such release and termination~~ a guarantor of (~~and, if applicable, after giving effect to any transaction to occur concurrently therewith), the Guarantor remains a~~ or co-obligor ~~with or a guarantor for, as applicable, the obligations~~ on) any Funded Indebtedness of the Company ~~under any Existing Note. SECTION 703. AMALGAMATION, CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE. (a) Unless~~ other than the ~~Guarantor has been released, or in connection with such transaction will be released, from its obligations under~~ Notes and other than Funded Indebtedness of the Guarantee in accordance with the provisions of Section 702 hereof or any other release provision set forth in the Indenture, the Guarantor shall not amalgamate or consolidate with or merge with or into any other Person or convey, transfer, lease or otherwise dispose of its properties and assets substantially as an entirety to any Person by liquidation, winding-up or otherwise (in one transaction or a series of related transactions) unless: Company (i) ~~immediately after giving effect~~ that is subject to a release provision similar to the release provision described herein, and (ii) the related guarantee (or obligation) of which shall be released concurrently with the release of the Guarantee of such Guarantor pursuant to such transaction (and treating any Debt which becomes an obligation of the Guarantor or a Subsidiary of the Guarantor in connection with or as a result of such transaction as having been incurred at the time of such transaction), release provision; provided that no ~~Default~~ default or Event of Default ~~shall have~~ hereunder has occurred and be is continuing; (ii) either (x) the Guarantor shall be the continuing Person or (y) the Person (if other than the Guarantor) formed by such amalgamation or consolidation or into which the Guarantor is merged or the Person which acquires by conveyance, transfer, lease or other disposition the properties and assets of the Guarantor substantially as an entirety (the “Successor Guarantor”) shall, unless the Successor Guarantor is the Company, (A) be a corporation, company, partnership or trust organized and validly existing under the federal laws of Canada or any Province thereof or the laws of the United States of America or any State thereof or the District of Columbia and (B) expressly assume, by an indenture supplemental hereto, executed and delivered to the Trustee, in form satisfactory to the Trustee, all of the obligations of the Guarantor under the Guarantee (provided, however, that the Successor Guarantor shall not be required to execute and deliver such a supplemental indenture in the event of an amalgamation of the Guarantor with one or more other Persons, in which the amalgamation is governed by the laws of Canada or any province thereof, the Successor Guarantor and the Guarantor are, immediately prior to such amalgamation, organized and existing under the laws of Canada or any province thereof and upon the effectiveness of such amalgamation, the Successor Guarantor shall have become or shall continue to be (as the case may be), by operation of law, liable for the observance of all obligations of the Guarantor under the Guarantee); and (iii) the Guarantor, the Company or the Successor Guarantor, as applicable, shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such amalgamation, consolidation, merger, conveyance, transfer, lease or other disposition and, if a supplemental indenture is required in connection with such transaction (or series of transactions), such supplemental indenture, comply with this Section 703(a) and that all conditions precedent herein provided for relating to such transaction have been satisfied. (b) Upon any amalgamation, consolidation or merger, or any conveyance, transfer, lease or other disposition of the properties and assets of the Guarantor substantially as an entirety in accordance with Section 703(a), the Successor Guarantor shall succeed to, and be substituted for, and may exercise every right and power of, the Guarantor under this Supplemental Indenture and the Indenture with the same effect as if such Successor Guarantor had been named as the Guarantor herein; and thereafter, except in the case of a lease, the Guarantor shall be released and relieved from all of its obligations under this Article Seven, and the Guarantee shall be terminated and be of no further force or effect.

Appears in 1 contract

Samples: Note Exchange and Debenture Agreement (Wolverine Tube Inc)

Release of Guarantor. Notwithstanding the foregoing, any Subsidiary Guarantee of a Guarantor, whether in existence on the Issue Date or entered into thereafter pursuant to Section 9.16 will be released and discharged upon: c 109 (a) ~~In addition to~~ any sale, exchange or transfer of all or substantially all the ~~release provisions set forth~~ Capital Stock owned by the Company or any Restricted Subsidiary in the ~~Indenture, subject~~ applicable Guarantor to Section 702(d), the Guarantor shall be released and relieved from all of its obligations under this Article Seven, and the Guarantee shall be terminated and be of no further force or effect, upon the request of a Person that is not the Company ~~(without the consent of the Trustee) if, immediately after giving effect to such release and termination (and~~or a Restricted Subsidiary, if ~~applicable, any transaction in connection therewith, including any other concurrent release, termination, repayment or discharge of any other guarantee or other Debt of the Guarantor),~~ the Company ~~would be~~ applies the Net Available Proceeds of that sale, exchange or transfer in ~~compliance~~ accordance with Section ~~504 hereof, including in the event of a sale or other disposition as a result of which the Guarantor would cease to be a Subsidiary.~~9.14; (b) ~~In order to effect the release and termination provided for in Section 702(a)~~any sale, ~~the Company shall furnish to the Trustee an Officers’ Certificate stating that~~assignment, immediately after giving effect to such release and termination (as well as any concurrent release, termination, repayment or discharge of any other guarantee or other Debt of the Guarantor), the Company will be in compliance with Section 504 hereof. In the event that the release and termination is in connection with a sale or other disposition as a result of which the Guarantor would cease to be a Subsidiary, pro forma effect shall be given to such disposition (including the application of any proceeds therefrom) in determining the Company’s compliance with Section 504 and, accordingly, the amount of Debt subject to the Guarantee and any other Debt of the Guarantor shall be excluded from any calculation thereunder. Notwithstanding any provision to the contrary in the Indenture or this Supplemental Indenture, no opinion, report or certificate, other than the Officers’ Certificate provided for in this Section 702(b), need be furnished to the Trustee for such release and termination. After its receipt of the aforementioned Officers’ Certificate, the Trustee shall execute any documents reasonably requested by either the Company or the Guarantor in order to evidence the release of the Guarantor from its obligations under the Guarantee under this Article Seven. (c) No supplemental indenture, amendment or waiver shall, without the consent of the Holder of each Outstanding Note, release the Guarantor from any of its obligations under Section 701, other than in accordance with the provisions of this Section 702 or the other release provisions set forth in the Indenture, or amend or modify the release provisions of this Section 702. (d) Notwithstanding the release provisions of Section 702(a), the Guarantor shall not be released from its obligations under this Article Seven and the Guarantee will not be terminated if, immediately after such release and termination (and, if applicable, after giving effect to any transaction to occur concurrently therewith), the Guarantor remains a co-obligor with or a guarantor for, as applicable, the obligations of the Company under any Existing Note. SECTION 703. AMALGAMATION, CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE. (a) Unless the Guarantor has been released, or in connection with such transaction will be released, from its obligations under the Guarantee in accordance with the provisions of Section 702 hereof or any other release provision set forth in the Indenture, the Guarantor shall not amalgamate or consolidate with or merge with or into any other Person or convey, transfer, lease or otherwise dispose of its properties and assets substantially as an entirety to any Person by liquidation, winding-up or otherwise (in one transaction or a series of related transactions) unless: (i) immediately after giving effect to such transaction (and treating any Debt which becomes an obligation of the Guarantor or a Subsidiary of the Guarantor in connection with or as a result of such transaction as having been incurred at the time of such transaction), no Default or Event of Default shall have occurred and be continuing; (ii) either (x) the Guarantor shall be the continuing Person or (y) the Person (if other than the Guarantor) formed by such amalgamation or consolidation or into which the Guarantor is merged or the Person which acquires by conveyance, transfer, lease or other disposition of all or substantially all of the properties and assets of such Guarantor (including by way of merger or consolidation) to a Person that is not the Company or a Restricted Subsidiary, if the Company applies the Net Available Proceeds of that sale, assignment, conveyance, transfer, lease or other disposition in accordance with Section 9.14; (c) the merger or consolidation of such Guarantor ~~substantially~~ with or into the Company or a Restricted Subsidiary (provided, that, in the case of a merger into or consolidation with a Restricted Subsidiary that is not then a Guarantor, the surviving Restricted Subsidiary assumes the Subsidiary Guarantee of such Guarantor and that transaction or series of transactions is not prohibited by this Indenture); (d) the release or discharge of all Guarantees by such Guarantor of all Senior Debt of the Company; or (e) the Company's designation of that Guarantor as an ~~entirety (~~Unrestricted Subsidiary in accordance with this Indenture. A Guarantor released upon the ~~“Successor Guarantor”) shall, unless the Successor Guarantor is the Company, (A) be a corporation, company, partnership or trust organized and validly existing under the federal laws~~ occurrence of ~~Canada or~~ any ~~Province thereof or the laws~~ of the ~~United States~~ foregoing shall be released from and relieved of ~~America or any State thereof or the District~~ its obligations under its Subsidiary Guarantee upon execution and delivery of ~~Columbia and (B) expressly assume, by an~~ a supplemental indenture ~~supplemental hereto, executed and delivered to the Trustee, in form~~ satisfactory to the Trustee~~, all of the obligations of the Guarantor under the Guarantee (provided, however, that the Successor Guarantor shall not be required to execute and deliver such a~~ . Such supplemental indenture ~~in the event of an amalgamation of the Guarantor with one or more other Persons, in which the amalgamation is governed~~ shall be accompanied by the laws of Canada or any province thereof, the Successor Guarantor and the Guarantor are, immediately prior to such amalgamation, organized and existing under the laws of Canada or any province thereof and upon the effectiveness of such amalgamation, the Successor Guarantor shall have become or shall continue to be (as the case may be), by operation of law, liable for the observance of all obligations of the Guarantor under the Guarantee); and (iii) the Guarantor, the Company or the Successor Guarantor, as applicable, shall have delivered to the Trustee an Officers’ ' Certificate and an Opinion of Counsel, each stating that such ~~amalgamation, consolidation, merger, conveyance, transfer, lease or other disposition and, if a~~ supplemental indenture ~~is required in connection~~ and release of the Subsidiary Guarantee complies with ~~such transaction (or series~~ the provisions of ~~transactions), such supplemental indenture, comply with~~ this ~~Section 703(a)~~ Indenture and that all conditions precedent ~~herein provided for relating~~ to such ~~transaction~~ supplemental indenture and release of the Subsidiary Guarantee have been ~~satisfied~~complied with. (b) Upon any amalgamation, consolidation or merger, or any conveyance, transfer, lease or other disposition of the properties and assets of the Guarantor substantially as an entirety in accordance with Section 703(a), the Successor Guarantor shall succeed to, and be substituted for, and may exercise every right and power of, the Guarantor under this Supplemental Indenture and the Indenture with the same effect as if such Successor Guarantor had been named as the Guarantor herein; and thereafter, except in the case of a lease, the Guarantor shall be released and relieved from all of its obligations under this Article Seven, and the Guarantee shall be terminated and be of no further force or effect.

Appears in 1 contract

Samples: Indenture (Western Gas Resources Inc)

Release of Guarantor. (a) ~~In addition to the release provisions set forth in the Indenture, subject to Section 702(d), the~~ A Guarantor shall be automatically released ~~and relieved~~ without any action on the part of the Trustee of the Holders from ~~all of~~ its obligations under this ~~Article Seven,~~ Indenture and ~~the~~ Guarantee ~~shall be terminated and be~~ if: (1) OI Group properly designates any Restricted Subsidiary that is a Guarantor as an Unrestricted Subsidiary; (2) upon any sale or other disposition of ~~no further force~~ all or ~~effect, upon the request~~ substantially all of the ~~Company~~ assets of that Guarantor (~~without the consent~~ including by way of ~~the Trustee~~merger or consolidation) ~~if, immediately~~ to a Person that is not (either before or after giving effect to such ~~release and termination (and~~transaction) a Restricted Subsidiary of OI Group, if ~~applicable, any transaction in connection therewith, including any other concurrent release, termination, repayment or discharge of any other guarantee or other Debt of~~ the ~~Guarantor), the Company would be in compliance with Section 504 hereof, including in the event of a~~ sale or other disposition as of all or substantially all of the assets of that Guarantor complies with Section 4.11 and Section 10.11; or (3) upon any sale of all of the Capital Stock of a ~~result~~ Guarantor to a Person that is not (either before or after giving effect to such transaction) a Restricted Subsidiary of ~~which~~ OI Group, if the sale of all such Capital Stock of that Guarantor ~~would cease to be a Subsidiary~~complies with Section 4.11 and Section 10.11. The Trustee shall receive written notice of the release of any Guarantor if such release is effected other than under Section 10.11. (b) ~~In order to effect~~ Upon the release ~~and termination provided for in Section 702(a)~~of a Guarantee by a Domestic Subsidiary under the Credit Agreement, the ~~Company shall furnish to the Trustee an Officers’ Certificate stating that, immediately after giving effect to~~ Guarantee of such ~~release and termination (as well as any concurrent release, termination, repayment or discharge of any other guarantee or other Debt of the Guarantor), the Company~~ Domestic Subsidiary under this Indenture will be ~~in compliance with Section 504 hereof. In the event that the release~~ released and ~~termination is in connection with a sale or other disposition as a result of which the Guarantor would cease to be a Subsidiary, pro forma effect shall be given to~~ discharged at such ~~disposition (including the application of any proceeds therefrom) in determining the Company’s compliance with Section 504 and, accordingly, the amount of Debt subject to the Guarantee~~ time and any other Debt of the Guarantor shall be excluded from any calculation thereunder. Notwithstanding any provision to the contrary in the Indenture or this Supplemental Indenture, no opinion, report or certificate, other than the Officers’ Certificate provided for in this Section 702(b), need be furnished to the Trustee for such release and termination. After its receipt of the aforementioned Officers’ Certificate, the Trustee shall execute an appropriate instrument evidencing such release. If any ~~documents reasonably requested by either the Company or the Guarantor in order to evidence the release of the Guarantor from its~~ such Domestic Subsidiary thereafter guarantees obligations under the Credit Agreement (or any released Guarantee under the Credit Agreement is reinstated or renewed), then such Domestic Subsidiary will guarantee the Notes in accordance with this Article ~~Seven~~10. (c) No supplemental indenture, amendment or waiver shall, without the consent of the Holder of each Outstanding Note, release the Guarantor from any of its obligations under Section 701, other than in accordance with the provisions of this Section 702 or the other release provisions set forth in the Indenture, or amend or modify the release provisions of this Section 702. (d) Notwithstanding the release provisions of Section 702(a), the A Guarantor shall ~~not~~ be released from its obligations under this ~~Article Seven and the Guarantee will not be terminated if, immediately after such release and termination (and, if applicable, after giving effect~~ Indenture in accordance with an assignment of obligations to ~~any transaction~~ OI Inc. pursuant to occur concurrently therewith), the Guarantor remains a co-obligor with or a guarantor for, as applicable, the obligations of the Company under any Existing Note. SECTION 703. AMALGAMATION, CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE. (a) Unless the Guarantor has been released, Section 5.03 or in connection with ~~such transaction will be released, from its obligations under~~ the ~~Guarantee in accordance with~~ merger or consolidation of the ~~provisions of Section 702 hereof~~ Company or any ~~other release provision set forth in~~ of the ~~Indenture, the Guarantor shall not amalgamate or consolidate with or merge~~ Guarantors with or into any other ~~Person or convey, transfer, lease or otherwise dispose~~ of its properties and assets substantially as an entirety to any Person by liquidation, winding-up or otherwise (in one transaction or a series of related transactions) unless: (i) immediately after giving effect to such transaction (and treating any Debt which becomes an obligation of the Guarantor or a Subsidiary of the Guarantor in connection with or as a result of such transaction as having been incurred at the time of such transaction), no Default or Event of Default shall have occurred and be continuing; (ii) either (x) the Guarantor shall be the continuing Person or (y) the Person (if other than the Guarantor) formed by such amalgamation or consolidation or into which the Guarantor is merged or the Person which acquires by conveyance, transfer, lease or other disposition the properties and assets of the Guarantor substantially as an entirety (the “Successor Guarantor”) shall, unless the Successor Guarantor is the Company, ~~(A) be a corporation, company, partnership or trust organized and validly existing under the federal laws of Canada~~ OI Group or any ~~Province thereof~~ of the Guarantors or the ~~laws of the United States of America or any State thereof or the District of Columbia and (B) expressly assume~~sale, by an indenture supplemental hereto, executed and delivered to the Trustee, in form satisfactory to the Trustee, all of the obligations of the Guarantor under the Guarantee (provided, however, that the Successor Guarantor shall not be required to execute and deliver such a supplemental indenture in the event of an amalgamation of the Guarantor with one or more other Persons, in which the amalgamation is governed by the laws of Canada or any province thereof, the Successor Guarantor and the Guarantor are, immediately prior to such amalgamation, organized and existing under the laws of Canada or any province thereof and upon the effectiveness of such amalgamation, the Successor Guarantor shall have become or shall continue to be (as the case may be), by operation of law, liable for the observance of all obligations of the Guarantor under the Guarantee); and (iii) the Guarantor, the Company or the Successor Guarantor, as applicable, shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such amalgamation, consolidation, mergerassignment, conveyance, transfer, lease or other disposition ~~and~~of assets between or among the Company, ~~if a supplemental indenture is required in connection with~~ OI Group and any of the Guarantors, so long as such transaction (or series of transactions), such supplemental indenture, comply with this Section 703(a) and that all conditions precedent herein provided for relating to such transaction have been satisfied. (b) Upon any amalgamation, consolidation or merger, or any conveyance, transfer, lease or other disposition of the properties and assets of the Guarantor substantially as an entirety in accordance complies with Section 703(a), the Successor Guarantor shall succeed to, and be substituted for, and may exercise every right and power of, the Guarantor under this Supplemental Indenture and the Indenture with the same effect as if such Successor Guarantor had been named as the Guarantor herein; and thereafter, except in the case of a lease, the Guarantor shall be released and relieved from all of its obligations under this Article Seven, and the Guarantee shall be terminated and be of no further force or effect4.11.

Appears in 1 contract

Samples: Indenture (Owens Illinois Group Inc)

Release of Guarantor. In the event of: (a) ~~In addition to~~ the ~~release provisions set forth~~ defeasance or discharge of the Notes in accordance with Section 9.02 of the Indenture or Section 4.01 of the Indenture, ~~subject~~ respectively; (b) a sale or other disposition of all or substantially all of the assets of a Guarantor, by way of merger, consolidation or otherwise, to a Person or a group of Persons that is not (either before or after giving effect to such transaction) a Restricted Subsidiary, or the sale or other disposition of Capital Stock of a Guarantor such that such entity ceases to constitute a Subsidiary of an Issuer, in each case, if the sale or other disposition complies with Section ~~702(d)~~5.10 of the Indenture or Section 6.01 of the Indenture; (c) a sale or other disposition of all of the Capital Stock of a Guarantor, including by way of merger, consolidation or otherwise, to a Person or a group of Persons that is not (either before or after giving effect to such transaction) a Restricted Subsidiary, if the sale or other disposition complies with Section 5.10 of the Indenture or Section 6.01 of the Indenture; or (d) the designation of any Guarantor as an Unrestricted Subsidiary in accordance with the terms of the Indenture; such Guarantor (and any of its Subsidiaries that are Guarantors) shall be released and relieved ~~from all~~ of ~~its~~ any obligations under this ~~Article Seven,~~ Guarantee. Upon delivery by the Issuers to the Trustee of an Officers’ Certificate and an Opinion of Counsel to the ~~Guarantee shall be terminated and be of no further force or effect, upon the request of the Company (without the consent of the Trustee) if, immediately after giving~~ effect to that such ~~release and termination (and, if applicable, any transaction in connection therewith, including any other concurrent release, termination, repayment~~ defeasance or discharge ~~of any other guarantee~~ or ~~other Debt of the Guarantor), the Company would be in compliance with Section 504 hereof, including in the event of a~~ such sale or other disposition ~~as a result of which~~ or designation was made by the ~~Guarantor would cease to be a Subsidiary. (b) In order to effect~~ Issuers in accordance with the release and termination provided for in Section 702(a), the Company shall furnish to the Trustee an Officers’ Certificate stating that, immediately after giving effect to such release and termination (as well as any concurrent release, termination, repayment or discharge of any other guarantee or other Debt provisions of the ~~Guarantor)~~Indenture, ~~the Company will be in compliance with~~ including Section 504 hereof. In the event that the release and termination is in connection with a sale or other disposition as a result of which the Guarantor would cease to be a Subsidiary, pro forma effect shall be given to such disposition (including the application of any proceeds therefrom) in determining the Company’s compliance with Section 504 and, accordingly, the amount of Debt subject to the Guarantee and any other Debt 5.10 of the ~~Guarantor shall be excluded from any calculation thereunder. Notwithstanding any provision to the contrary in the Indenture or this Supplemental~~ Indenture, no opinion, report or certificate, other than the Officers’ Certificate provided for in this Section 702(b), need be furnished to the Trustee for such release and termination. After its receipt of the aforementioned Officers’ Certificateas applicable, the Trustee and the Collateral Agent shall execute any documents reasonably ~~requested~~ required by ~~either~~ the ~~Company~~ Issuers or ~~the~~ such Guarantor in order to evidence the release of ~~the~~ any Guarantor from its obligations ~~under the Guarantee under this Article Seven. (c) No supplemental indenture, amendment or waiver shall, without the consent of the Holder of each Outstanding Note, release the~~ hereunder. Any Guarantor from any of its obligations under Section 701, other than in accordance with the provisions of this Section 702 or the other release provisions set forth in the Indenture, or amend or modify the release provisions of this Section 702. (d) Notwithstanding the release provisions of Section 702(a), the Guarantor shall not be released from its obligations ~~under this Article Seven and~~ hereunder shall remain liable for the ~~Guarantee will not be terminated if~~full amount of principal of, ~~immediately after such release and termination (and~~premium, if ~~applicable~~any, ~~after giving effect to any transaction to occur concurrently therewith),~~ and interest on the ~~Guarantor remains a co-obligor with or a guarantor for, as applicable,~~ Notes and for the other obligations of ~~the Company under~~ any Existing Note. SECTION 703. AMALGAMATION, CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE. (a) Unless the Guarantor has been released, or in connection with such transaction will be released, from its obligations under the Guarantee in accordance with the provisions of Section 702 hereof or any other release provision set forth in the Indenture, the Guarantor shall not amalgamate or consolidate with or merge with or into any other Person or convey, transfer, lease or otherwise dispose of its properties and assets substantially as an entirety to any Person by liquidation, winding-up or otherwise (in one transaction or a series of related transactions) unless: (i) immediately after giving effect to such transaction (and treating any Debt which becomes an obligation of the Guarantor or a Subsidiary of the Guarantor in connection with or as a result of such transaction as having been incurred at the time of such transaction), no Default or Event of Default shall have occurred and be continuing; (ii) either (x) the Guarantor shall be the continuing Person or (y) the Person (if other than the Guarantor) formed by such amalgamation or consolidation or into which the Guarantor is merged or the Person which acquires by conveyance, transfer, lease or other disposition the properties and assets of the Guarantor substantially as an entirety (the “Successor Guarantor”) shall, unless the Successor Guarantor is the Company, (A) be a corporation, company, partnership or trust organized and validly existing under the federal laws of Canada or any Province thereof or the laws of the United States of America or any State thereof or the District of Columbia and (B) expressly assume, by an indenture supplemental hereto, executed and delivered to the Trustee, in form satisfactory to the Trustee, all of the obligations of the Guarantor under the Guarantee (provided, however, that the Successor Guarantor shall not be required to execute and deliver such a supplemental indenture in the event of an amalgamation of the Guarantor with one or more other Persons, in which the amalgamation is governed by the laws of Canada or any province thereof, the Successor Guarantor and the Guarantor are, immediately prior to such amalgamation, organized and existing under the laws of Canada or any province thereof and upon the effectiveness of such amalgamation, the Successor Guarantor shall have become or shall continue to be (Indenture Documents as the case may be), by operation of law, liable for the observance of all obligations of the Guarantor under the Guarantee); and (iii) the Guarantor, the Company or the Successor Guarantor, as applicable, shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such amalgamation, consolidation, merger, conveyance, transfer, lease or other disposition and, if a supplemental indenture is required in connection with such transaction (or series of transactions), such supplemental indenture, comply with this Section 703(a) and that all conditions precedent herein provided ~~for relating to such transaction have been satisfied~~herein. (b) Upon any amalgamation, consolidation or merger, or any conveyance, transfer, lease or other disposition of the properties and assets of the Guarantor substantially as an entirety in accordance with Section 703(a), the Successor Guarantor shall succeed to, and be substituted for, and may exercise every right and power of, the Guarantor under this Supplemental Indenture and the Indenture with the same effect as if such Successor Guarantor had been named as the Guarantor herein; and thereafter, except in the case of a lease, the Guarantor shall be released and relieved from all of its obligations under this Article Seven, and the Guarantee shall be terminated and be of no further force or effect.

Appears in 1 contract

Samples: Note Guarantee (Stratus Technologies Bermuda Holdings Ltd.)

Release of Guarantor. (a) ~~In addition to the release provisions set forth in the Indenture, subject to Section 702(d), the~~ A Guarantor ~~shall~~ will be automatically released from its Securities Guarantee and ~~relieved from all of~~ its other obligations under this Article ~~Seven~~11 (other than any obligation that may have arisen under Section 11.08): (1) upon legal defeasance or covenant defeasance of the Securities pursuant to Article 8 or if all of the Company’s obligations under this Indenture are satisfied and discharged pursuant to Article 9; (2) upon any sale, transfer or Disposition of the Capital Stock of a Guarantor, if as a result of such sale, transfer or Disposition, such Guarantor is no longer a Restricted Subsidiary of the Company and immediately after giving effect thereto, the Company shall be in compliance with Section 4.16; (3) upon the dissolution or liquidation of a Guarantor, if immediately after giving effect thereto, the Company shall be in compliance with Section 4.16; (4) to the extent such release is approved, authorized or ratified in writing in accordance with Section 10.01 or 10.02, as applicable; (5) if such Guarantor is designated as an Unrestricted Subsidiary in accordance with Section 4.17; (6) upon such Guarantor being released from or discharged of, its Obligations that are covered by such Securities Guarantee, and all pledges and security, if any, granted by such Guarantor pursuant to the ~~Guarantee shall be terminated and be~~ requirements of ~~no further force or effect~~Section 4.16; or (7) in the case of a Discretionary Guarantor, upon a written notice from the Company to the Trustee requesting such release and certifying that such entity will no longer be a Discretionary Guarantor. (b) At the request of the Company ~~(without the consent~~ and upon delivery of ~~the Trustee) if, immediately after giving effect to such release~~ an Officer’s Certificate and ~~termination (and~~Opinion of Counsel, if applicable, any transaction in connection therewith, including any other concurrent release, termination, repayment or discharge of any other guarantee or other Debt of the Guarantor), the Company would be in compliance with Section 504 hereof, including in the event of a sale or other disposition as a result of which the Guarantor would cease to be a Subsidiary. (b) In order to effect the release and termination provided for in Section 702(a), the Company shall furnish to the Trustee an Officers’ Certificate stating that, immediately after giving effect to such release and termination (as well as any concurrent release, termination, repayment or discharge of any other guarantee or other Debt of the Guarantor), the Company will be in compliance with Section 504 hereof. In the event that the release and termination is in connection with a sale or other disposition as a result of which the Guarantor would cease to be a Subsidiary, pro forma effect shall be given to such disposition (including the application of any proceeds therefrom) in determining the Company’s compliance with Section 504 and, accordingly, the amount of Debt subject to the Guarantee and any other Debt of the Guarantor shall be excluded from any calculation thereunder. Notwithstanding any provision to the contrary in the Indenture or this Supplemental Indenture, no opinion, report or certificate, other than the Officers’ Certificate provided for in this Section 702(b), need be furnished to the Trustee for such release and termination. After its receipt of the aforementioned Officers’ Certificaterequired, the Trustee shall execute ~~any documents reasonably requested by either the Company or the Guarantor in order to evidence~~ and deliver an appropriate instrument evidencing the release of ~~the~~ a Guarantor from its obligations under the Guarantee under this Article Seven. (c) No supplemental indenture, amendment or waiver shall, without the consent of the Holder of each Outstanding Note, release the Guarantor from any of its obligations under Section 701, other than in accordance with the provisions of pursuant to this Section ~~702 or the other release provisions set forth in the Indenture, or amend or modify the release provisions of this Section 702. (d)~~ 11.07. Notwithstanding the ~~release provisions of Section 702(a)~~foregoing, ~~the Guarantor~~ no Person shall ~~not~~ be released from its Securities Guarantee as a Guarantor (other than pursuant to clause (1) or (4) above) if it guarantees (or is a “borrower” under) the Revolving Loan Credit Agreement, any Material Senior Credit Facility and/or any other Material Indebtedness (unless such Subsidiary will be released from its guarantee of the obligations under ~~this Article Seven and the Guarantee will not be terminated if, immediately after such release and termination~~ (~~and~~or, if applicable, ~~after giving effect to any transaction to occur concurrently therewith), the Guarantor remains~~ terminated and released as a ~~co-obligor with or a guarantor for, as applicable, the obligations~~ “borrower” under) each of the ~~Company under any Existing Note. SECTION 703. AMALGAMATION~~Revolving Loan Credit Agreement, ~~CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE. (a) Unless the Guarantor has been released, or in connection~~ all Material Senior Credit Facilities and all other Material Indebtedness substantially concurrently with such ~~transaction will be released,~~ release from its obligations under the Guarantee in accordance with the provisions of Section 702 hereof or any other release provision set forth in the Indenture, the Guarantor shall not amalgamate or consolidate with or merge with or into any other Person or convey, transfer, lease or otherwise dispose of its properties and assets substantially as an entirety to any Person by liquidation, winding-up or otherwise (in one transaction or a series of related transactions) unless: (i) immediately after giving effect to such transaction (and treating any Debt which becomes an obligation of the Guarantor or a Subsidiary of the Guarantor in connection with or as a result of such transaction as having been incurred at the time of such transaction), no Default or Event of Default shall have occurred and be continuing; (ii) either (x) the Guarantor shall be the continuing Person or (y) the Person (if other than the Guarantor) formed by such amalgamation or consolidation or into which the Guarantor is merged or the Person which acquires by conveyance, transfer, lease or other disposition the properties and assets of the Guarantor substantially as an entirety (the “Successor Guarantor”) shall, unless the Successor Guarantor is the Company, (A) be a corporation, company, partnership or trust organized and validly existing under the federal laws of Canada or any Province thereof or the laws of the United States of America or any State thereof or the District of Columbia and (B) expressly assume, by an indenture supplemental hereto, executed and delivered to the Trustee, in form satisfactory to the Trustee, all of the obligations of the Guarantor under the Guarantee (provided, however, that the Successor Guarantor shall not be required to execute and deliver such a supplemental indenture in the event of an amalgamation of the Guarantor with one or more other Persons, in which the amalgamation is governed by the laws of Canada or any province thereof, the Successor Guarantor and the Guarantor are, immediately prior to such amalgamation, organized and existing under the laws of Canada or any province thereof and upon the effectiveness of such amalgamation, the Successor Guarantor shall have become or shall continue to be (as the case may be), by operation of law, liable for the observance of all obligations of the Guarantor under the Securities Guarantee); and (iii) the Guarantor, the Company or the Successor Guarantor, as applicable, shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such amalgamation, consolidation, merger, conveyance, transfer, lease or other disposition and, if a supplemental indenture is required in connection with such transaction (or series of transactions), such supplemental indenture, comply with this Section 703(a) and that all conditions precedent herein provided for relating to such transaction have been satisfied. (b) Upon any amalgamation, consolidation or merger, or any conveyance, transfer, lease or other disposition of the properties and assets of the Guarantor substantially as an entirety in accordance with Section 703(a), the Successor Guarantor shall succeed to, and be substituted for, and may exercise every right and power of, the Guarantor under this Supplemental Indenture and the Indenture with the same effect as if such Successor Guarantor had been named as the Guarantor herein; and thereafter, except in the case of a lease, the Guarantor shall be released and relieved from all of its obligations under this Article Seven, and the Guarantee shall be terminated and be of no further force or effect.

Appears in 1 contract

Samples: Indenture (Noble Finance Co)

Release of Guarantor. (a) ~~In addition to the release provisions set forth in the Indenture, subject to Section 702(d), the~~ Any Guarantee by a Guarantor shall be released and relieved from all of its obligations under this Article Seven, and the Guarantee shall be terminated and be of no further force or effect, upon the request of the Company (without the consent of the Trustee) if, immediately after giving effect to such release and termination (and, ~~if applicable,~~ except with respect to any ~~transaction~~ event described in ~~connection therewith, including any other concurrent release, termination, repayment or discharge of any other guarantee or other Debt of the Guarantor~~clause (1)(A), the Company would be in compliance with Section 504 hereof, including in the event of a sale or other disposition as a result of which the Guarantor would cease to be a Subsidiary. (b) In order to effect the release and termination provided for in Section 702(a), the Company shall furnish to the Trustee an Officers’ Certificate stating that, immediately after giving effect to such release and termination (as well as any concurrent release, termination, repayment or discharge of any other guarantee or other Debt of the Guarantor), the Company will be in compliance with Section 504 hereof. In the event that the release and termination is in connection with a sale or other disposition as a result of which the Guarantor would cease to be a Subsidiary, pro forma effect shall be given to such disposition (including the application of any proceeds therefrom) in determining the Company’s compliance with Section 504 and, accordingly, the amount of Debt subject to the Guarantee and any other Debt of the Guarantor shall be excluded from any calculation thereunder. Notwithstanding any provision to the contrary in the Indenture or this Supplemental Indenture, no opinion, report or certificate, other than the Officers’ Certificate provided for in this Section 702(b), need be furnished to the Trustee for such release and termination. After its receipt of the aforementioned Officers’ Certificate, the Trustee shall execute any documents reasonably requested by either the Company or the Guarantor in order to evidence the release of the Guarantor from its obligations under the Guarantee under this Article Seven. (c) No supplemental indenture, amendment or waiver shall, without the consent of the Holder of each Outstanding Note, release the Guarantor from any of its obligations under Section 701, other than in accordance with the provisions of this Section 702 or the other release provisions set forth in the Indenture, or amend or modify the release provisions of this Section 702. (d) Notwithstanding the release provisions of Section 702(a), the Guarantor shall not be released from its obligations under this Article Seven and the Guarantee will not be terminated if, immediately after such release and termination (and, if applicable, after giving effect to any transaction to occur concurrently therewith), the Guarantor remains a co-obligor with or a guarantor for, as applicable, the obligations of the Company under any Existing Note. SECTION 703. AMALGAMATION, CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE. (a) Unless the Guarantor has been released, or in connection with such transaction will be released, from its obligations under the Guarantee in accordance with the provisions of Section 702 hereof or any other release provision set forth in the Indenture, the Guarantor shall not amalgamate or consolidate with or merge with or into any other Person or convey, transfer, lease or otherwise dispose of its properties and assets substantially as an entirety to any Person by liquidation, winding-up or otherwise (in one transaction or a series of related transactions) unless: (i) immediately after giving effect to such transaction (and treating any Debt which becomes an obligation of the Guarantor or a Subsidiary of the Guarantor in connection with or as a result of such transaction as having been incurred at the time of such transaction), no Default or Event of Default shall have occurred and be continuing; (ii) either (x) the Guarantor shall be the continuing Person or (y) the Person (if other than the Guarantor) formed by such amalgamation or consolidation or into which the Guarantor is merged or the Person which acquires by conveyance, transfer, lease or other disposition the properties and assets of the Guarantor substantially as an entirety (the “Successor Guarantor”) shall, unless the Successor Guarantor is the Company, (A) be a corporation, company, partnership or trust organized and validly existing under the federal laws of Canada or any Province thereof or the laws of the United States of America or any State thereof or the District of Columbia and (B) ~~expressly assume~~or (C) below, any Liens granted by ~~an indenture supplemental hereto, executed~~ it pursuant to any Collateral Agreement) shall be automatically and ~~delivered to the Trustee, in form satisfactory to the Trustee, all of the obligations of the Guarantor under the Guarantee~~ unconditionally released and discharged (provided, however, that ~~the Successor Guarantor~~ if any event described in clause (3) shall occur, such Liens shall not be released and discharged with respect to the assets or Capital Stock so sold or otherwise disposed), without any further action required ~~to execute and deliver such a supplemental indenture in~~ on the ~~event of an amalgamation~~ part of the Trustee or any Holder of the Notes, upon: (1) (A) the amalgamation or consolidation of such Guarantor with one or more other Persons, in which the amalgamation is governed by the laws of Canada or any province thereof, the Successor Guarantor and the Guarantor are, immediately prior to such amalgamation, organized and existing under the laws of Canada or any province thereof and upon the effectiveness of such amalgamation, the Successor Guarantor shall have become or shall continue to be (as the case may be), by operation of law, liable for the observance of all obligations of the Guarantor under the Guarantee); and (iii) the Guarantor, the Company or any Guarantor that is a Wholly Owned Restricted Subsidiary of the ~~Successor Guarantor, as applicable, shall have delivered~~ Company; (B) the merger of such Guarantor with or into the Company or any Guarantor that is a Wholly Owned Restricted Subsidiary of the Company; (C) the sale of all or substantially all of the assets of such Guarantor to the Company or any Guarantor that is a Wholly Owned Restricted Subsidiary of the Company; or (D) the dissolution of such Guarantor; (2) the Designation of such Guarantor as an Unrestricted Subsidiary pursuant to Section 4.21; or (3) (A) the sale or other disposition (by merger or otherwise) of all or substantially all of the assets of such Guarantor to any Person that is not a Restricted Subsidiary of the Company, or (B) the sale or other disposition (by merger or otherwise) to any Person that is not a Restricted Subsidiary of the Company of such of the Capital Stock of such Guarantor owned directly or indirectly by the Company so that the Company no longer owns, directly or indirectly, greater than 50% of the Common Stock of such Guarantor; provided that such sale or disposition of such Capital Stock or assets is otherwise in compliance with the terms of this Indenture. (b) The Trustee shall, if the Company requests, deliver an appropriate instrument evidencing such release upon receipt of a request by the Company accompanied by an Officers’ Certificate and an Opinion of Counsel, each stating that such amalgamation, consolidation, merger, conveyance, transfer, lease or other disposition and, if a supplemental indenture is required in connection with such transaction (or series of transactions), such supplemental indenture, comply Counsel certifying as to the compliance with this Section ~~703(a) and that all conditions precedent herein provided for relating to such transaction have been satisfied~~10.04. (bc) Upon any amalgamation, consolidation or merger, or any conveyance, transfer, lease or other disposition of the properties and assets of the Guarantor substantially as an entirety in accordance with Section 703(a), the Successor Guarantor All Guarantees shall succeed to, and be substituted for, and may exercise every right and power of, the Guarantor under this Supplemental Indenture and the Indenture with the same effect as if such Successor Guarantor had been named as the Guarantor herein; and thereafter, except in the case of a lease, the Guarantor shall be released and relieved from all of its obligations under this Article Seven, and the Guarantee shall be terminated and be of no further force and effect upon the occurrence of (i) a Legal Defeasance or ~~effect~~a Covenant Defeasance pursuant to Section 8.02 or 8.03, subject to reinstatement pursuant to Section 8.07 under the circumstances described therein or (ii) a satisfaction and discharge pursuant to Section 11.01, subject to reinstatement pursuant to Section 11.04 under the circumstances described therein.

Appears in 1 contract

Samples: Indenture (Griffiths Pile Driving Inc)

Release of Guarantor. ~~(a) In addition to the release provisions set forth in the Indenture, subject to Section 702(d), the~~ The Guarantor shall be released ~~and relieved~~ from all of its obligations under this Article Seven, and the Guarantee shall be terminated and be of no further force or effect, upon the request of the Company (without the consent of the Trustee) if, immediately after giving effect to such release and termination (and, if applicable, any transaction in connection therewith, including any other concurrent release, termination, repayment or discharge of any other guarantee or other Debt of the Guarantor), the Company would be in compliance with Section 504 hereof, including in the event of a sale or other disposition as a result of which the Guarantor would cease to be a Subsidiary. (b) In order to effect the release and termination provided for in Section 702(a), the Company shall furnish to the Trustee an Officers’ Certificate stating that, immediately after giving effect to such release and termination (as well as any concurrent release, termination, repayment or discharge of any other guarantee or other Debt of the Guarantor), the Company will be in compliance with Section 504 hereof. In the event that the release and termination is in connection with a sale or other disposition as a result of which the Guarantor would cease to be a Subsidiary, pro forma effect shall be given to such disposition (including the application of any proceeds therefrom) in determining the Company’s compliance with Section 504 and, accordingly, the amount of Debt subject to the Guarantee and ~~any other Debt of the Guarantor shall be excluded from any calculation thereunder. Notwithstanding any provision to the contrary in~~ under the Indenture or this Supplemental Indenture, no opinion, report or certificate, other than the Officers’ Certificate provided for in this Section 702(b), need be furnished to the Trustee for such release and termination. After its receipt of the aforementioned Officers’ Certificate, the Trustee shall execute any documents reasonably requested by either if: (a) the Company or the Guarantor ~~in order to evidence the release of the Guarantor from its obligations under the Guarantee under this Article Seven. (c) No supplemental indenture, amendment~~ has transferred all or waiver shall, without the consent of the Holder of each Outstanding Note, release the Guarantor from any of its obligations under Section 701, other than in accordance with the provisions of this Section 702 or the other release provisions set forth in the Indenture, or amend or modify the release provisions of this Section 702. (d) Notwithstanding the release provisions of Section 702(a), the Guarantor shall not be released from its obligations under this Article Seven and the Guarantee will not be terminated if, immediately after such release and termination (and, if applicable, after giving effect to any transaction to occur concurrently therewith), the Guarantor remains a co-obligor with or a guarantor for, as applicable, the obligations of the Company under any Existing Note. SECTION 703. AMALGAMATION, CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE. (a) Unless the Guarantor has been released, or in connection with such transaction will be released, from its obligations under the Guarantee in accordance with the provisions of Section 702 hereof or any other release provision set forth in the Indenture, the Guarantor shall not amalgamate or consolidate with or merge with or into any other Person or convey, transfer, lease or otherwise dispose substantially all of its properties and assets ~~substantially as an entirety~~ to any Person (whether by ~~liquidation~~sale, ~~winding-up~~ merger or ~~otherwise (~~consolidation or otherwise), or has merged into or consolidated with another Person, pursuant to a transaction in ~~one transaction or a series of related transactions) unless~~compliance with the Indenture and: (i) immediately after giving effect to such transaction (and treating any Debt which becomes an obligation of the Guarantor or a Subsidiary of the Guarantor in connection with or as a result of such transaction as having been incurred at the time of such transaction), no Default or Event of Default shall have occurred and be continuing; (ii) either (x) the Guarantor shall be the continuing Person or (y) the Person ~~(if other than the Guarantor) formed by such amalgamation~~ to whom all or ~~consolidation or into which the Guarantor is merged or the Person which acquires by conveyance, transfer, lease or other disposition~~ substantially all of the properties and assets of the Guarantor substantially as an entirety (the “Successor Guarantor”) shall, unless the Successor Guarantor is the Company, (A) be a corporation, company, partnership or trust organized and validly existing under the federal laws of Canada or any Province thereof Company or the ~~laws of~~ Guarantor are transferred, or whom the ~~United States of America or any State thereof~~ Company or the ~~District of Columbia and (B)~~ Guarantor has merged into or consolidated with, has expressly ~~assume~~assumed, by an indenture supplemental ~~hereto~~to the Indenture, executed and delivered to the Trustee, in form satisfactory to the Trustee, all of the obligations of the Guarantor under the Guarantee (provided, however, that the Successor Guarantor shall not be required to execute and deliver such a supplemental indenture in the event of an amalgamation of the Guarantor with one or more other Persons, in which the amalgamation is governed by the laws of Canada or any province thereof, the Successor Guarantor and the Guarantor are, immediately prior to such amalgamation, organized and existing under the laws of Canada or any province thereof and upon the effectiveness of such amalgamation, the Successor Guarantor shall have become or shall continue to be (as the case may be), by operation of law, liable for the observance of all payment obligations of the Guarantor under the Guarantee); (ii) immediately before and immediately after giving effect to such transaction, no Event of Default, and no event or condition which, after notice or lapse of time or both, would become an Event of Default, shall have occurred and be continuing; and (iii) the ~~Guarantor, the Company or the Successor Guarantor, as applicable, shall have~~ Guarantor has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such ~~amalgamation,~~ consolidation, ~~merger, conveyance, transfer, lease~~ merger or ~~other disposition and, if a~~ transfer and such supplemental indenture ~~is required in connection with such transaction (or series of transactions), such supplemental indenture,~~ comply with this Section ~~703(a)~~ 5 and that all conditions precedent herein provided for relating to such transaction have been ~~satisfied.~~complied with; (b) ~~Upon~~ the Guarantor liquidates (other than pursuant to any ~~amalgamation~~applicable bankruptcy law or rule) and complies, ~~consolidation or merger~~if applicable, ~~or any conveyance, transfer, lease or other disposition~~ with the provisions of the ~~properties~~ Indenture; provided that if a Person and its Affiliates, if any, shall acquire all or substantially all of the assets of the Guarantor ~~substantially as an entirety in accordance with Section 703(a),~~ upon such liquidation the ~~Successor~~ Guarantor shall ~~succeed to~~liquidate only if: (i) the Person and each such Affiliate (or the common corporate parent of such Person and its Affiliates, if such Person and its Affiliates are wholly-owned by such parent) which acquire or will acquire all or a portion of the assets of the Guarantor shall expressly assume, by an indenture supplemental to the Indenture, executed and delivered to the Trustee, in form satisfactory to the Trustee, all the obligations of the Guarantor, under the Guarantee; (ii) immediately after giving effect to such transaction, no Event of Default, and no event or condition which, after notice or lapse of time or both, would become an Event of Default, shall have occurred and be ~~substituted for~~continuing; and (iii) the Guarantor has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such liquidation and such supplemental indenture comply with this Section 5 and that all conditions precedent herein provided for relating to such transaction have been complied with; or (c) the Guarantor ceases for any reason to be a “wholly-owned subsidiary” of the Company (as such term is defined in Rule 1-02(z) of Regulation S-X promulgated by the Commission). (d) Upon any assumption of the Guarantee by any Person pursuant to this Section 5, such Person may exercise every right and power ~~of,~~ of the Guarantor under ~~this Supplemental Indenture~~ the Guarantee and the Indenture with the same effect as if such ~~Successor Guarantor~~ successor corporation had been named as the Guarantor herein; , and ~~thereafter, except in~~ all the ~~case~~ obligations of ~~a lease,~~ the Guarantor ~~shall be released and relieved from all of its obligations~~ under ~~this Article Seven,~~ the Guarantee and the ~~Guarantee~~ Indenture shall ~~be terminated and be of no further force or effect~~terminate.

Appears in 1 contract

Samples: First Supplemental Indenture (Noble Corp)

Release of Guarantor. (a) In addition to the release provisions set forth in the Indenture, subject to Section 702(d), ~~the Guarantor~~ RCCI shall be released and relieved from all of its obligations under this Article Seven, and ~~the~~ RCCI’s Guarantee shall be terminated and be of no further force or effect, upon the request of the Company (without the consent of the Trustee) if, immediately after giving effect to such release and termination (and, if applicable, any transaction in connection therewith, including any other concurrent release, termination, repayment or discharge of any other guarantee or other Debt of ~~the Guarantor~~RCCI), the Company would be in compliance with Section 504 hereof, including in the event of a sale or other ~~disposition~~ transaction as a result of which ~~the Guarantor~~ RCCI would cease to be a Subsidiary. (b) In order to effect the release and termination provided for in Section 702(a), the Company shall furnish to the Trustee an Officers’ Certificate stating that, immediately after giving effect to such release and termination (as well as any concurrent release, termination, repayment or discharge of any other guarantee or other Debt of ~~the Guarantor~~RCCI), the Company will be in compliance with Section 504 hereof. In the event that the release and termination is in connection with a sale or other ~~disposition~~ transaction as a result of which ~~the Guarantor~~ RCCI would cease to be a Subsidiary, pro forma effect shall be given to such ~~disposition~~ transaction (including the application of any proceeds therefrom) in determining the Company’s compliance with Section 504 and, accordingly, the amount of Debt subject to the Guarantee of RCCI and any other Debt of ~~the Guarantor~~ RCCI shall be excluded from any calculation thereunder. Notwithstanding any provision to the contrary in the Indenture or this Supplemental Indenture, no opinion, report or certificate, other than the Officers’ Certificate provided for in this Section 702(b), need be furnished to the Trustee for such release and termination. After its receipt of the aforementioned Officers’ Certificate, the Trustee shall execute any documents reasonably requested by either the Company or ~~the Guarantor~~ RCCI in order to evidence the release of ~~the Guarantor~~ RCCI from its obligations under the Guarantee under this Article Seven. (c) No supplemental indenture, amendment or waiver shall, without the consent of the Holder of each Outstanding Note, release ~~the Guarantor~~ RCCI from any of its obligations under Section 701, other than in accordance with the provisions of this Section 702 or the other release provisions set forth in the Indenture, or amend or modify the release provisions of this Section 702. (d) Notwithstanding the release provisions of Section 702(a), ~~the Guarantor~~ RCCI shall not be released from its obligations under this Article Seven and the Guarantee will not be terminated if, immediately after such release and termination (and, if applicable, after giving effect to any transaction to occur concurrently therewith), ~~the Guarantor~~ RCCI remains a ~~co-obligor~~ co−obligor with or a guarantor for, as applicable, the obligations of the Company under any Existing Note~~. SECTION 703. AMALGAMATION, CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE~~. (ae) ~~Unless~~ Notwithstanding the ~~Guarantor has been released, or in connection with such transaction will be released, from its obligations under the Guarantee in accordance with the~~ release provisions of this Section ~~702 hereof or~~ 702, any ~~other release provision set forth~~ Person added as a Guarantor at the option of the Company pursuant to Section 801(f) of the Indenture may be released at the option of the Company at any time upon such conditions as may be specified in the ~~Indenture~~supplement to this Supplemental Indenture pursuant to which such added Guarantor provided its Guarantee. No opinion, ~~the Guarantor shall not amalgamate~~ report or ~~consolidate with or merge with or into any other Person or convey~~certificate, transfer, lease or otherwise dispose of its properties and assets substantially as an entirety to any Person by liquidation, winding-up or otherwise (in one transaction or a series of related transactions) unless: (i) immediately after giving effect to such transaction (and treating any Debt which becomes an obligation of the Guarantor or a Subsidiary of the Guarantor in connection with or as a result of such transaction as having been incurred at the time of such transaction), no Default or Event of Default shall have occurred and be continuing; (ii) either (x) the Guarantor shall be the continuing Person or (y) the Person (if other than the Guarantor) formed by such amalgamation or consolidation or into which the Guarantor is merged or the Person which acquires by conveyance, transfer, lease or other disposition the properties and assets of the Guarantor substantially as an entirety (the “Successor Guarantor”) shall, unless the Successor Guarantor is the Company, (A) be a corporation, company, partnership or trust organized and validly existing under the federal laws of Canada or any Province thereof or the laws of the United States of America or any State thereof or the District of Columbia and (B) expressly assume, by an indenture supplemental hereto, executed and delivered to the Trustee, Officers’ Certificate provided for in form satisfactory to the Trustee, all of the obligations of the Guarantor under the Guarantee (provided, however, that the Successor Guarantor shall not be required to execute and deliver such a supplemental indenture in the event of an amalgamation of the Guarantor with one or more other Persons, in which the amalgamation is governed by the laws of Canada or any province thereof, the Successor Guarantor and the Guarantor are, immediately prior to such amalgamation, organized and existing under the laws of Canada or any province thereof and upon the effectiveness of such amalgamation, the Successor Guarantor shall have become or shall continue to be (as the case may bethis Section 702(b), by operation of law, liable for the observance of all obligations of the Guarantor under the Guarantee); and (iii) the Guarantor, the Company or the Successor Guarantor, as applicable, shall have delivered need be furnished to the Trustee ~~an Officers’ Certificate~~ for a release and an Opinion of Counsel, each stating that such amalgamation, consolidation, merger, conveyance, transfer, lease or other disposition and, if a supplemental indenture is required in connection with such transaction (or series of transactions), such supplemental indenture, comply with termination pursuant to this Section ~~703(a~~702(e). Nothing in this Section 702(e) ~~and that all conditions precedent herein provided for relating~~ shall modify or amend the release provisions applicable to ~~such transaction have been satisfied~~RCCI pursuant to clauses (a) through (e) of this Section 702. (b) Upon any amalgamation, consolidation or merger, or any conveyance, transfer, lease or other disposition of the properties and assets of the Guarantor substantially as an entirety in accordance with Section 703(a), the Successor Guarantor shall succeed to, and be substituted for, and may exercise every right and power of, the Guarantor under this Supplemental Indenture and the Indenture with the same effect as if such Successor Guarantor had been named as the Guarantor herein; and thereafter, except in the case of a lease, the Guarantor shall be released and relieved from all of its obligations under this Article Seven, and the Guarantee shall be terminated and be of no further force or effect.

Appears in 1 contract

Samples: Supplemental Indenture (Rogers Communications Inc)

Release of Guarantor. (a) ~~In addition to~~ Any Guarantor (other than the ~~release provisions set forth in the Indenture, subject to Section 702(d), the Guarantor shall~~ Issuer) will be automatically released and relieved ~~from all~~ of ~~its~~ any obligations under ~~this Article Seven, and the Guarantee shall be terminated and be~~ its Note Guarantee: (i) in connection with any sale or other transfer or disposition of ~~no further force~~ Capital Stock of a Guarantor to a Person that is not (either before or ~~effect, upon the request of the Company (without the consent of the Trustee) if, immediately~~ after giving effect to such ~~release and termination (and, if applicable, any transaction in connection therewith, including any other concurrent release, termination, repayment~~ transaction) the Issuer or ~~discharge of any other guarantee or other Debt~~ a Restricted Subsidiary of the ~~Guarantor)~~Issuer, the Company would be in compliance with Section 504 hereof, including in the event of a sale or other disposition as a result of which the Guarantor would cease to be a Subsidiary. (b) In order to effect the release and termination provided for in Section 702(a), the Company shall furnish to the Trustee an Officers’ Certificate stating such that, immediately after giving effect to such transaction, such Guarantor would no longer constitute a Subsidiary of the Issuer, if the sale of such Capital Stock of that Guarantor complies with Section 4.06 and Section 4.04; (ii) if the Issuer properly designates any Restricted Subsidiary that is a Guarantor as an Unrestricted Subsidiary under this Indenture; (iii) the release ~~and termination (as well as any concurrent release, termination, repayment~~ or discharge of ~~any other~~ the guarantee by such Guarantor of Indebtedness under the Credit Agreement or, solely in the case of a Note Guarantee created pursuant to the second sentence of Section 4.11(b), upon the release or ~~other Debt~~ discharge of the ~~Guarantor~~Guarantee which resulted in the creation of such Note Guarantee pursuant to Section 4.11(b), ~~the Company will be in compliance with Section 504 hereof. In the event that the~~ except a discharge or release ~~and termination is in connection with a sale~~ by or ~~other disposition~~ as a result of ~~which~~ payment under such Guarantee; or (iv) upon legal defeasance, covenant defeasance or satisfaction and discharge of this Indenture as provided under Article Eight and Article Ten hereof. (v) The Issuer shall promptly notify the ~~Guarantor would cease to be a Subsidiary, pro forma effect shall be given to such disposition (including~~ Trustee of the ~~application~~ release of any ~~proceeds therefrom) in determining~~ Guarantor. Upon delivery by the Company’s compliance with Section 504 and, accordingly, the amount of Debt subject to the Guarantee and any other Debt of the Guarantor shall be excluded from any calculation thereunder. Notwithstanding any provision to the contrary in the Indenture or this Supplemental Indenture, no opinion, report or certificate, other than the Officers’ Certificate provided for in this Section 702(b), need be furnished Issuer to the Trustee ~~for such release~~ of an Officer’s Certificate and ~~termination. After its receipt~~ an Opinion of Counsel to the effect that one of the ~~aforementioned Officers’ Certificate~~foregoing requirements has been satisfied and the conditions to the release of a Guarantor under this Section 11.08 have been met, the Trustee shall promptly execute any documents reasonably ~~requested by either the Company or the Guarantor~~ required in order to evidence the release of ~~the~~ such Guarantor from its obligations under ~~the Guarantee under this Article Seven~~its Note Guarantee. (cb) ~~No supplemental indenture, amendment or waiver shall, without the consent of the Holder of each Outstanding Note, release the~~ Any Guarantor from any of its obligations under Section 701, other than in accordance with the provisions of this Section 702 or the other release provisions set forth in the Indenture, or amend or modify the release provisions of this Section 702. (d) Notwithstanding the release provisions of Section 702(a), the Guarantor shall not be released from its obligations under its Note Guarantee as provided in this Article Seven and the Guarantee will not be terminated if, immediately after such release and termination (and, if applicable, after giving effect to any transaction to occur concurrently therewith), the Guarantor remains a co-obligor with or a guarantor for, as applicable, the obligations of the Company under any Existing Note. SECTION 703. AMALGAMATION, CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE. (a) Unless the Guarantor has been released, or in connection with such transaction will be released, from its obligations under the Guarantee in accordance with the provisions of Section ~~702 hereof or any other release provision set forth in the Indenture, the Guarantor~~ 11.08 shall not amalgamate or consolidate with or merge with or into any other Person or convey, transfer, lease or otherwise dispose of its properties and assets substantially as an entirety to any Person by liquidation, winding-up or otherwise (in one transaction or a series of related transactions) unless: (i) immediately after giving effect to such transaction (and treating any Debt which becomes an obligation of the Guarantor or a Subsidiary of the Guarantor in connection with or as a result of such transaction as having been incurred at the time of such transaction), no Default or Event of Default shall have occurred and be continuing; (ii) either (x) the Guarantor shall be the continuing Person or (y) the Person (if other than the Guarantor) formed by such amalgamation or consolidation or into which the Guarantor is merged or the Person which acquires by conveyance, transfer, lease or other disposition the properties and assets of the Guarantor substantially as an entirety (the “Successor Guarantor”) shall, unless the Successor Guarantor is the Company, (A) be a corporation, company, partnership or trust organized and validly existing under the federal laws of Canada or any Province thereof or the laws of the United States of America or any State thereof or the District of Columbia and (B) expressly assume, by an indenture supplemental hereto, executed and delivered to the Trustee, in form satisfactory to the Trustee, all of the obligations of the Guarantor under the Guarantee (provided, however, that the Successor Guarantor shall not be required to execute and deliver such a supplemental indenture in the event of an amalgamation of the Guarantor with one or more other Persons, in which the amalgamation is governed by the laws of Canada or any province thereof, the Successor Guarantor and the Guarantor are, immediately prior to such amalgamation, organized and existing under the laws of Canada or any province thereof and upon the effectiveness of such amalgamation, the Successor Guarantor shall have become or shall continue to be (as the case may be), by operation of law, remain liable for the ~~observance~~ full amount of ~~all~~ principal of, and premium (if any), interest (if any) on, the Notes and for the other obligations of the Guarantor under the Guarantee); and (iii) the Guarantor, the Company or the Successor Guarantor, as applicable, shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such amalgamation, consolidation, merger, conveyance, transfer, lease or other disposition and, if a supplemental indenture is required in connection with such transaction (or series of transactions), such supplemental indenture, comply with this Section 703(a) and that all conditions precedent herein provided for relating to such transaction have been satisfied. (b) Upon any amalgamation, consolidation or merger, or any conveyance, transfer, lease or other disposition of the properties and assets of the Guarantor substantially as an entirety in accordance with Section 703(a), the Successor Guarantor shall succeed to, and be substituted for, and may exercise every right and power of, the Guarantor under this ~~Supplemental~~ Indenture ~~and the Indenture with the same effect~~ as ~~if such Successor Guarantor had been named as the Guarantor herein; and thereafter, except~~ provided in ~~the case of a lease, the Guarantor shall be released and relieved from all of its obligations under~~ this Article ~~Seven, and the Guarantee shall be terminated and be of no further force or effect~~Eleven.

Appears in 1 contract

Samples: Indenture (ACCO BRANDS Corp)

Release of Guarantor. ~~(a) In addition to the release provisions set forth in the Indenture, subject to Section 702(d), the~~ A Guarantor shall be released and relieved from all of its obligations under this Article Seven, and the Guarantee shall be terminated and be of no further force or effect, upon the request of the Company (without the consent of the Trustee) if, immediately after giving effect to such release and termination (and, if applicable, any transaction in connection therewith, including any other concurrent release, termination, repayment or discharge of any other guarantee or other Debt of the Guarantor), the Company would be in compliance with Section 504 hereof, including in the event of a sale or other disposition as a result of which the Guarantor would cease to be a Subsidiary. (b) In order to effect the release and termination provided for in Section 702(a), the Company shall furnish to the Trustee an Officers’ Certificate stating that, immediately after giving effect to such release and termination (as well as any concurrent release, termination, repayment or discharge of any other guarantee or other Debt of the Guarantor), the Company will be in compliance with Section 504 hereof. In the event that the release and termination is in connection with a sale or other disposition as a result of which the Guarantor would cease to be a Subsidiary, pro forma effect shall be given to such disposition (including the application of any proceeds therefrom) in determining the Company’s compliance with Section 504 and, accordingly, the amount of Debt subject to the Guarantee and any other Debt of the Guarantor shall be excluded from any calculation thereunder. Notwithstanding any provision to the contrary in the Indenture or this Supplemental Indenture, no opinion, report or certificate, other than the Officers’ Certificate provided for in this Section 702(b), need be furnished to the Trustee for such release and termination. After its receipt of the aforementioned Officers’ Certificate, the Trustee shall execute any documents reasonably requested by either the Company or the Guarantor in order to evidence the release of the Guarantor from its obligations under the Guarantee under this Article Seven. (c) No supplemental indenture, amendment or waiver shall, without the consent of the Holder of each Outstanding Note, release the Guarantor from any of its obligations under Section 701, other than in accordance with the provisions of this Section 702 or the other release provisions set forth in the Indenture, or amend or modify the release provisions of this Section 702. (d) Notwithstanding the release provisions of Section 702(a), the Guarantor shall not be released from its obligations under this ~~Article Seven and~~ Guaranty Agreement (other than any obligation that may have arisen under Section 1.07 of this Guaranty Agreement) (1) upon the ~~Guarantee will not be terminated if, immediately after such release and termination~~ sale (~~and, if applicable, after giving effect~~ including any sale pursuant to any ~~transaction to occur concurrently therewith), the Guarantor remains~~ exercise of remedies by a ~~co-obligor with or a guarantor for, as applicable, the obligations~~ holder of Indebtedness of the Company ~~under any Existing Note. SECTION 703. AMALGAMATION, CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE.~~or of such Guarantor) or other disposition (including by way of consolidation or merger) of a Guarantor, (a2) ~~Unless~~ upon the sale or disposition of all or substantially all the assets of such Guarantor, (3) upon the designation of such Guarantor ~~has been released, or in connection with such transaction will be released, from its obligations under the Guarantee~~ as an Unrestricted Subsidiary in accordance with the ~~provisions~~ terms of the Indenture, (4) at such time as such Guarantor does not have any Indebtedness outstanding that would have required such Guarantor to enter into a Guaranty Agreement pursuant to Section ~~702 hereof or any other release provision set forth in~~ 4.11 of the Indenture and the Company provides an Officers’ Certificate to the Trustee certifying that no such Indebtedness is outstanding and that the Company elects to have such Guarantor released from this Guaranty Agreement, or (5) upon defeasance of the Securities pursuant to Article 8 of the Indenture, or (6) upon the ~~Guarantor shall not amalgamate or consolidate~~ discharge of the Company’s obligations in accordance with ~~or merge with or into any other Person or convey~~the Indenture; provided, ~~transfer~~however, ~~lease or otherwise dispose~~ that in the case of ~~its properties~~ clauses (1) and ~~assets substantially as an entirety to any Person by liquidation~~(2) above, ~~winding-up or otherwise (in one transaction or a series of related transactions) unless:~~ (i) ~~immediately after giving effect~~ such sale or other disposition is made to ~~such transaction (and treating any Debt which becomes an obligation of~~ a Person other than the ~~Guarantor~~ Company or a Subsidiary of the ~~Guarantor in connection with or as a result of such transaction as having been incurred at the time of such transaction)~~Company, ~~no Default or Event of Default shall have occurred and be continuing;~~ (ii) ~~either (x) the Guarantor shall be the continuing Person~~ such sale or ~~(y) the Person (if other than the Guarantor) formed by such amalgamation or consolidation or into which the Guarantor~~ disposition is merged or the Person which acquires by conveyance, transfer, lease or other disposition the properties and assets of the Guarantor substantially as an entirety (the “Successor Guarantor”) shall, unless the Successor Guarantor is the Company, (A) be a corporation, company, partnership or trust organized and validly existing under the federal laws of Canada or any Province thereof or the laws of the United States of America or any State thereof or the District of Columbia and (B) expressly assume, by an indenture supplemental hereto, executed and delivered to the Trustee, in form satisfactory to the Trustee, all of the obligations of the Guarantor under the Guarantee (provided, however, that the Successor Guarantor shall not be required to execute and deliver such a supplemental indenture in the event of an amalgamation of the Guarantor with one or more other Persons, in which the amalgamation is governed otherwise permitted by the ~~laws of Canada or any province thereof, the Successor Guarantor~~ Indenture and the Guarantor are, immediately prior to such amalgamation, organized and existing under the laws of Canada or any province thereof and upon the effectiveness of such amalgamation, the Successor Guarantor shall have become or shall continue to be (as the case may be), by operation of law, liable for the observance of all obligations of the Guarantor under the Guarantee); and (iii) the ~~Guarantor, the~~ Company ~~or the Successor Guarantor, as applicable, shall have delivered~~ provides an Officers’ Certificate to the Trustee to the effect that the Company will comply with its obligations under Section 4.06 of the Indenture. At the request of the Company, the Trustee shall execute and deliver an appropriate instrument evidencing such release. The Company will deliver to the Trustee with such request an Officers’ Certificate and an Opinion of Counsel, each stating ~~that such amalgamation~~that, ~~consolidation~~as required by Section 13.04 of the Indenture, merger, conveyance, transfer, lease or other disposition and, if a supplemental indenture is required in connection with such transaction (or series of transactions), such supplemental indenture, comply with this Section 703(a) and that all conditions precedent ~~herein provided for relating to such transaction~~ under the Indenture have been ~~satisfied~~complied with and that such release is authorized and permitted hereunder. (b) Upon any amalgamation, consolidation or merger, or any conveyance, transfer, lease or other disposition of the properties and assets of the Guarantor substantially as an entirety in accordance with Section 703(a), the Successor Guarantor shall succeed to, and be substituted for, and may exercise every right and power of, the Guarantor under this Supplemental Indenture and the Indenture with the same effect as if such Successor Guarantor had been named as the Guarantor herein; and thereafter, except in the case of a lease, the Guarantor shall be released and relieved from all of its obligations under this Article Seven, and the Guarantee shall be terminated and be of no further force or effect.

Appears in 1 contract

Samples: Supplemental Indenture (Valmont Industries Inc)

Release of Guarantor. ~~(a) In addition to~~ Any Guarantee by a Guarantor of the ~~release provisions set forth in the Indenture, subject to Section 702(d), the Guarantor~~ Notes shall be automatically and unconditionally released and ~~relieved~~ discharged: (A) upon any sale, exchange or transfer (by merger or otherwise) of (i) the Capital Stock of such Guarantor (including any sale, exchange or transfer) after which the applicable Guarantor is no longer a Restricted Subsidiary or (ii) all or substantially all of the assets of such Guarantor, which sale, exchange or transfer is made in compliance with the applicable provisions of this Indenture (including pursuant to an enforcement action in accordance with the terms of an Intercreditor Agreement); (B) if such Guarantor no longer guarantees or is otherwise obligated under the ABL Credit Facility or the Second Lien Notes, other than any release or discharge resulting from the payment or redemption in full of the ABL Credit Facility and the Second Lien Notes; (C) upon the designation of any such Guarantor as an Unrestricted Subsidiary in compliance with the applicable provisions of this Indenture; (D) upon the exercise of the Legal Defeasance of the Notes under Section 8.02 hereof, and the Covenant Defeasance of the Notes under Section 8.03 hereof, or if the Issuer’s obligations under this Indenture are discharged in accordance with Section 8.06 of this Indenture; (E) upon the merger or consolidation of such Guarantor with and into the Issuer or another Guarantor that is the surviving Person in such merger or consolidation, or upon the liquidation of such Guarantor following the transfer of all of its ~~obligations~~ assets to the Issuer or another Guarantor; (F) as described under ~~this Article Seven, and the Guarantee shall be terminated and be of no further force~~ Section 9.01 or ~~effect,~~ 9.02; and (2) upon the ~~request of the Company (without the consent of the Trustee) if, immediately after giving effect to~~ Issuer and such release and termination (and, if applicable, any transaction in connection therewith, including any other concurrent release, termination, repayment or discharge of any other guarantee or other Debt of the Guarantor), the Company would be in compliance with Section 504 hereof, including in the event of a sale or other disposition as a result of which the Guarantor ~~would cease to be a Subsidiary. (b) In order to effect the release and termination provided for in Section 702(a), the Company shall furnish~~ delivering to the Trustee an ~~Officers’~~ Officer’s Certificate ~~stating that, immediately after giving effect to such release and termination~~ (~~as well as any concurrent release, termination, repayment or discharge~~ with no requirement for delivery of any other guarantee or other Debt of the Guarantor), the Company will be in compliance with Section 504 hereof. In the event that the release and termination is in connection with a sale or other disposition as a result of which the Guarantor would cease to be a Subsidiary, pro forma effect shall be given to such disposition (including the application of any proceeds therefrom) in determining the Company’s compliance with Section 504 and, accordingly, the amount of Debt subject to the Guarantee and any other Debt of the Guarantor shall be excluded from any calculation thereunder. Notwithstanding any provision to the contrary in the Indenture or this Supplemental Indenture, no opinion, report or certificate, other than the Officers’ Certificate provided for in this Section 702(b), need be furnished to the Trustee for such release and termination. After its receipt of the aforementioned Officers’ Certificate, the Trustee shall execute any documents reasonably requested by either the Company or the Guarantor in order to evidence the release of the Guarantor from its obligations under the Guarantee under this Article Seven. (c) No supplemental indenture, amendment or waiver shall, without the consent of the Holder of each Outstanding Note, release the Guarantor from any of its obligations under Section 701, other than in accordance with the provisions of this Section 702 or the other release provisions set forth in the Indenture, or amend or modify the release provisions of this Section 702. (d) Notwithstanding the release provisions of Section 702(a), the Guarantor shall not be released from its obligations under this Article Seven and the Guarantee will not be terminated if, immediately after such release and termination (and, if applicable, after giving effect to any transaction to occur concurrently therewith), the Guarantor remains a co-obligor with or a guarantor for, as applicable, the obligations of the Company under any Existing Note. SECTION 703. AMALGAMATION, CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE. (a) Unless the Guarantor has been released, or in connection with such transaction will be released, from its obligations under the Guarantee in accordance with the provisions of Section 702 hereof or any other release provision set forth in the Indenture, the Guarantor shall not amalgamate or consolidate with or merge with or into any other Person or convey, transfer, lease or otherwise dispose of its properties and assets substantially as an entirety to any Person by liquidation, winding-up or otherwise (in one transaction or a series of related transactions) unless: (i) immediately after giving effect to such transaction (and treating any Debt which becomes an obligation of the Guarantor or a Subsidiary of the Guarantor in connection with or as a result of such transaction as having been incurred at the time of such transaction), no Default or Event of Default shall have occurred and be continuing; (ii) either (x) the Guarantor shall be the continuing Person or (y) the Person (if other than the Guarantor) formed by such amalgamation or consolidation or into which the Guarantor is merged or the Person which acquires by conveyance, transfer, lease or other disposition the properties and assets of the Guarantor substantially as an entirety (the “Successor Guarantor”) shall, unless the Successor Guarantor is the Company, (A) be a corporation, company, partnership or trust organized and validly existing under the federal laws of Canada or any Province thereof or the laws of the United States of America or any State thereof or the District of Columbia and (B) expressly assume, by an indenture supplemental hereto, executed and delivered to the Trustee, in form satisfactory to the Trustee, all of the obligations of the Guarantor under the Guarantee (provided, however, that the Successor Guarantor shall not be required to execute and deliver such a supplemental indenture in the event of an amalgamation of the Guarantor with one or more other Persons, in which the amalgamation is governed by the laws of Canada or any province thereof, the Successor Guarantor and the Guarantor are, immediately prior to such amalgamation, organized and existing under the laws of Canada or any province thereof and upon the effectiveness of such amalgamation, the Successor Guarantor shall have become or shall continue to be (as the case may be), by operation of law, liable for the observance of all obligations of the Guarantor under the Guarantee); and (iii) the Guarantor, the Company or the Successor Guarantor, as applicable, shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel~~, each~~ ) stating that such amalgamation, consolidation, merger, conveyance, transfer, lease or other disposition and, if a supplemental indenture is required in connection with such transaction (or series of transactions), such supplemental indenture, comply with this Section 703(a) and that all conditions precedent herein provided for relating to such ~~transaction~~ release have been ~~satisfied~~complied with. (b) Upon any amalgamation, consolidation or merger, or any conveyance, transfer, lease or other disposition of the properties and assets of the Guarantor substantially as an entirety in accordance with Section 703(a), the Successor Guarantor shall succeed to, and be substituted for, and may exercise every right and power of, the Guarantor under this Supplemental Indenture and the Indenture with the same effect as if such Successor Guarantor had been named as the Guarantor herein; and thereafter, except in the case of a lease, the Guarantor shall be released and relieved from all of its obligations under this Article Seven, and the Guarantee shall be terminated and be of no further force or effect.

Appears in 1 contract

Samples: Indenture (Arconic Corp)

Release of Guarantor. ~~(a) In addition to the release provisions set forth in the Indenture, subject to Section 702(d), the~~ A Guarantor shall be released and relieved from all of its obligations under this Article Seven, and the Guarantee shall be terminated and be of no further force or effect, upon the request of the Company (without the consent of the Trustee) if, immediately after giving effect to such release and termination (and, if applicable, any transaction in connection therewith, including any other concurrent release, termination, repayment or discharge of any other guarantee or other Debt of the Guarantor), the Company would be in compliance with Section 504 hereof, including in the event of a sale or other disposition as a result of which the Guarantor would cease to be a Subsidiary. (b) In order to effect the release and termination provided for in Section 702(a), the Company shall furnish to the Trustee an Officers’ Certificate stating that, immediately after giving effect to such release and termination (as well as any concurrent release, termination, repayment or discharge of any other guarantee or other Debt of the Guarantor), the Company will be in compliance with Section 504 hereof. In the event that the release and termination is in connection with a sale or other disposition as a result of which the Guarantor would cease to be a Subsidiary, pro forma effect shall be given to such disposition (including the application of any proceeds therefrom) in determining the Company’s compliance with Section 504 and, accordingly, the amount of Debt subject to the Guarantee and any other Debt of the Guarantor shall be excluded from any calculation thereunder. Notwithstanding any provision to the contrary in the Indenture or this Supplemental Indenture, no opinion, report or certificate, other than the Officers’ Certificate provided for in this Section 702(b), need be furnished to the Trustee for such release and termination. After its receipt of the aforementioned Officers’ Certificate, the Trustee shall execute any documents reasonably requested by either the Company or the Guarantor in order to evidence the release of the Guarantor from its obligations under the Guarantee under this Article Seven. (c) No supplemental indenture, amendment or waiver shall, without the consent of the Holder of each Outstanding Note, release the Guarantor from any of its obligations under Section 701, other than in accordance with the provisions of this Section 702 or the other release provisions set forth in the Indenture, or amend or modify the release provisions of this Section 702. (d) Notwithstanding the release provisions of Section 702(a), the Guarantor shall not be automatically released from its obligations under this Article ~~Seven and the Guarantee will not be terminated if, immediately after such release and termination~~ 10 (~~and, if applicable, after giving effect to~~ other than any ~~transaction to occur concurrently therewith), the Guarantor remains a co-obligor with or a guarantor for, as applicable, the obligations of the Company~~ obligation that may have arisen under ~~any Existing Note. SECTION 703. AMALGAMATION, CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE. (a~~Section 10.7) Unless the Guarantor has been released, or in connection with such transaction will be released, from its obligations under the Guarantee in accordance with the provisions of Section 702 hereof or any other release provision set forth in the Indenture, the Guarantor shall not amalgamate or consolidate with or merge with or into any other Person or convey, transfer, lease or otherwise dispose of its properties and assets substantially as an entirety to any Person by liquidation, winding-up or otherwise (in one transaction or a series of related transactions) unlessupon: (i) ~~immediately~~ the release of such Guarantor from its obligations as a guarantor under the Credit Agreements (other than in connection with payment in full of such Credit Agreements) or in respect of such other debt that caused it to become a Guarantor under Section 4.7, so long as such Guarantor would not then otherwise be required to be a Guarantor pursuant to Section 4.7; (ii) the sale, issuance or other disposition of Capital Stock of such Guarantor (including by way of merger, amalgamation or consolidation) such that such Guarantor ceases to be a Subsidiary of the Company, or the sale of all or substantially all of the assets of such Guarantor to a Person that is not (either before or after giving effect to such ~~transaction (and treating any Debt which becomes an obligation of~~ transaction) the ~~Guarantor~~ Company or a ~~Subsidiary of the Guarantor in connection with or~~ Subsidiary, so long as ~~a result of~~ such ~~transaction as having been incurred at the time of such transaction)~~sale, no Default or Event of Default shall have occurred and be continuing; (ii) either (x) the Guarantor shall be the continuing Person or (y) the Person (if other than the Guarantor) formed by such amalgamation or consolidation or into which the Guarantor is merged or the Person which acquires by conveyance, transfer, lease issuance or other disposition ~~the properties and~~ of Capital Stock (including by way of merger, amalgamation or consolidation) or assets of ~~the Guarantor substantially as an entirety (the “Successor Guarantor”) shall, unless the Successor~~ such Guarantor is the Company, (A) be a corporation, company, partnership or trust organized and validly existing under the federal laws of Canada or any Province thereof or the laws of the United States of America or any State thereof or the District of Columbia and (B) expressly assume, by an indenture supplemental hereto, executed and delivered to the Trustee, in form satisfactory to the Trustee, all of the obligations of the Guarantor under the Guarantee (provided, however, that the Successor Guarantor shall not ~~be required to execute and deliver such a supplemental indenture in the event of an amalgamation of the Guarantor with one or more other Persons, in which the amalgamation is governed~~ prohibited by the ~~laws~~ terms of Canada or any province thereof, the Successor Guarantor and the Guarantor are, immediately prior to such amalgamation, organized and existing under the laws of Canada or any province thereof and upon the effectiveness of such amalgamation, the Successor Guarantor shall have become or shall continue to be (as the case may be), by operation of law, liable for the observance of all obligations of the Guarantor under the Guarantee); andthis Indenture; (iii) immediately prior to or following the dissolution of such Guarantor, ; (iv) the Company exercising its legal defeasance option or its covenant defeasance option pursuant to Article 8 or the discharge of the Company’s obligations under this Indenture in accordance with the terms of this Indenture; or (v) such Guarantor otherwise becoming an Excluded Subsidiary; (b) the Company or ~~the Successor Guarantor, as applicable, shall have delivered~~ such Guarantor delivering to the ~~Trustee~~ Trustees an Officers’ Certificate and an Opinion of Counsel, each stating that such amalgamation, consolidation, merger, conveyance, transfer, lease or other disposition and, if a supplemental indenture is required in connection with such transaction (or series of transactions), such supplemental indenture, comply with this Section 703(a) and that all conditions ~~precedent herein~~ provided for in this Indenture relating to such transaction have been satisfied. (b) Upon any amalgamation, consolidation or merger, or any conveyance, transfer, lease or other disposition of the properties and assets of the Guarantor substantially as an entirety in accordance with Section 703(a), the Successor Guarantor shall succeed to, and be substituted for, and may exercise every right and power of, the Guarantor under this Supplemental Indenture and the Indenture with the same effect as if such Successor Guarantor had been named as the Guarantor herein; and thereaftercomplied with, except that no such Officer’s Certificate or Opinion of Counsel shall be required in the case of a ~~lease~~merger, consolidation or amalgamation of a Guarantor into or with the Company or another Guarantor hereunder; and (c) at the request of the Company, the ~~Guarantor~~ Trustees shall ~~be released~~ execute and ~~relieved from all of its obligations under this Article Seven, and~~ deliver an appropriate instrument evidencing such release (in the ~~Guarantee shall be terminated and be of no further force or effect~~form provided by the Company).

Appears in 1 contract

Samples: Indenture (Open Text Corp)

Release of Guarantor. ~~(a) In addition to the release provisions set forth in the Indenture, subject to Section 702(d), the~~ The Guarantor ~~shall~~ will be released and relieved ~~from all~~ of its obligations under this Article ~~Seven~~7, and the Guarantee ~~shall~~ will be ~~terminated and be of no further force or effect~~terminated, upon the Company’s request ~~of the Company~~ (without the consent of the Trustee) if: (a) the Company notifies each debt rating agency known to it which has assigned a rating to the applicable series of Notes and which is designated by the Commission as a “Nationally Recognized Statistical Rating Organization” (a “Participating NRSRO”) and the Trustee of its intention to exercise the option to terminate the Guarantee of the applicable series of Notes at least 45 days prior to the proposed date of such termination (the “Release Date”); (b) on the proposed Release Date, ~~immediately after giving effect~~ the Company delivers to the Trustee an Officers’ Certificate stating that it has satisfied each of the four conditions listed in subsection (c) below; and (c) at the time of such release (and ~~termination (and, if applicable, any transaction in connection therewith, including~~ any other concurrent release, termination, repayment or discharge of any other guarantee or other ~~Debt~~ debt of the Guarantor), (i) the Guarantor shall not be the primary obligor or guarantor with respect to any Indebtedness, other than Indebtedness which in the aggregate does not exceed an amount equal to 10% of Consolidated Net Tangible Assets, (ii) the rating assigned to the Notes by at least two Participating NRSROs (or if there is only one Participating NRSRO, by that one Participating NRSRO) is within one of the ratings categories assigned by them designating “investment grade” corporate debt securities, (iii) at least two Participating NRSROs (or if there is only one Participating NRSRO, that one Participating NRSRO) have affirmed that the rating assigned by them to the Notes shall not be downgraded as a result of the termination of the Guarantee, or notice thereof and (iv) no Default or Event of Default has occurred and is continuing under the Original Indenture. Notwithstanding the above provision, the Guarantee of the Guarantor may not be released pursuant to the above provision if, immediately after the release, the Guarantor remains (i) a guarantor in respect of any of the Company’s existing public debt securities outstanding on the date hereof, or (ii) an obligor on any intercompany Indebtedness which has been pledged by the Company ~~would~~ for the benefit of any holders of any of the Company’s existing public debt securities outstanding on the date hereof. It will be an Event of Default if, at any time following release of the Guarantee, (i) the Guarantor or any successor thereof has been for a period of not less than 30 consecutive days, the primary obligor or guarantor with respect to Indebtedness in ~~compliance~~ an aggregate amount which exceeds 10% of Consolidated Net Tangible Assets, (ii) the Guarantor has not, within such 30-day period, provided to the Trustee a Guarantee on substantially the same terms and conditions as the original Guarantee that ranks pari passu with ~~Section 504 hereof~~the unsecured and unsubordinated Indebtedness of the Guarantor and (iii) on the 30th day of such 30-day period the Guarantor was a subsidiary of the Company. In addition, ~~including in~~ the ~~event~~ Guarantor will be released and relieved of a its obligations under this Article 7, and the Guarantee will be terminated, upon the Company’s request (without the consent of the Trustee): (a) upon the sale or other disposition ~~as a result~~ (including by way of amalgamation, consolidation, statutory plan of arrangement or merger) of the Guarantor, including the sale or disposition of capital stock of the Guarantor, following which the Guarantor ~~would cease to be~~ is no longer a Subsidiary., (b) ~~In order to effect~~ upon the release and termination provided for in Section 702(a), the Company shall furnish to the Trustee an Officers’ Certificate stating that, immediately after giving effect to such release and termination (as well as any concurrent release, termination, repayment or discharge of any other guarantee or other Debt of the Guarantor), the Company will be in compliance with Section 504 hereof. In the event that the release and termination is in connection with a sale or other disposition ~~as a result~~ of ~~which~~ all or substantially all the assets (including by way of amalgamation, consolidation, statutory plan of arrangement or merger) of the Guarantor, (c) upon defeasance or covenant defeasance of the Notes pursuant to Article 15 of the Original Indenture, or (d) upon the full satisfaction of the Company’s obligations under the Original Indenture and this Fifth Supplemental Indenture, unless, in the case of (a) or (b) above, immediately after the release, the Guarantor ~~would cease to be~~ remains (i) a ~~Subsidiary~~guarantor in respect of any of the Company’s existing public debt securities outstanding on the date hereof, or (ii) an obligor on any intercompany Indebtedness which has been pledged by the Company for the benefit of any holders of any of the Company’s existing public debt securities outstanding on the date hereof, after giving pro forma effect ~~shall be given~~ to such sale or other disposition (including the application of any proceeds therefrom~~) in determining~~ ). At the request of the Company~~’s compliance with Section 504 and~~, ~~accordingly, the amount of Debt~~ and subject to ~~the Guarantee~~ Sections 102 and ~~any other Debt~~ 103 of the ~~Guarantor shall be excluded from any calculation thereunder. Notwithstanding any provision to the contrary in the Indenture or this Supplemental~~ Original Indenture, no opinion, report or certificate, other than the Officers’ Certificate provided for in this Section 702(b), need be furnished to the Trustee for such release and termination. After its receipt of the aforementioned Officers’ Certificate, the Trustee shall execute ~~any documents reasonably requested by either~~ and deliver an appropriate instrument evidencing such release. Other than in accordance with the ~~Company or~~ release provisions of this Section 7.1.6, the Guarantor ~~in order to evidence the release of the Guarantor~~ will not be released from its payment obligations under ~~the~~ its Guarantee ~~under this Article Seven. (c) No supplemental indenture,~~ and no amendment or waiver ~~shall~~of these release provisions will be permitted except, ~~without~~ in each case, with the consent of the Holder of each Outstanding Note, release the Guarantor from any of its obligations under Section 701, other than in accordance with the provisions of this Section 702 or the other release provisions set forth in the Indenture, or amend or modify the release provisions of this Section 702. (d) Notwithstanding the release provisions of Section 702(a), the Guarantor shall not be released from its obligations under this Article Seven and the Guarantee will not be terminated if, immediately after such release and termination (and, if applicable, after giving effect to any transaction to occur concurrently therewith), the Guarantor remains a co-obligor with or a guarantor for, as applicable, the obligations outstanding Note of the ~~Company under any Existing Note. SECTION 703. AMALGAMATION, CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE~~affected series. (a) Unless the Guarantor has been released, or in connection with such transaction will be released, from its obligations under the Guarantee in accordance with the provisions of Section 702 hereof or any other release provision set forth in the Indenture, the Guarantor shall not amalgamate or consolidate with or merge with or into any other Person or convey, transfer, lease or otherwise dispose of its properties and assets substantially as an entirety to any Person by liquidation, winding-up or otherwise (in one transaction or a series of related transactions) unless: (i) immediately after giving effect to such transaction (and treating any Debt which becomes an obligation of the Guarantor or a Subsidiary of the Guarantor in connection with or as a result of such transaction as having been incurred at the time of such transaction), no Default or Event of Default shall have occurred and be continuing; (ii) either (x) the Guarantor shall be the continuing Person or (y) the Person (if other than the Guarantor) formed by such amalgamation or consolidation or into which the Guarantor is merged or the Person which acquires by conveyance, transfer, lease or other disposition the properties and assets of the Guarantor substantially as an entirety (the “Successor Guarantor”) shall, unless the Successor Guarantor is the Company, (A) be a corporation, company, partnership or trust organized and validly existing under the federal laws of Canada or any Province thereof or the laws of the United States of America or any State thereof or the District of Columbia and (B) expressly assume, by an indenture supplemental hereto, executed and delivered to the Trustee, in form satisfactory to the Trustee, all of the obligations of the Guarantor under the Guarantee (provided, however, that the Successor Guarantor shall not be required to execute and deliver such a supplemental indenture in the event of an amalgamation of the Guarantor with one or more other Persons, in which the amalgamation is governed by the laws of Canada or any province thereof, the Successor Guarantor and the Guarantor are, immediately prior to such amalgamation, organized and existing under the laws of Canada or any province thereof and upon the effectiveness of such amalgamation, the Successor Guarantor shall have become or shall continue to be (as the case may be), by operation of law, liable for the observance of all obligations of the Guarantor under the Guarantee); and (iii) the Guarantor, the Company or the Successor Guarantor, as applicable, shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such amalgamation, consolidation, merger, conveyance, transfer, lease or other disposition and, if a supplemental indenture is required in connection with such transaction (or series of transactions), such supplemental indenture, comply with this Section 703(a) and that all conditions precedent herein provided for relating to such transaction have been satisfied. (b) Upon any amalgamation, consolidation or merger, or any conveyance, transfer, lease or other disposition of the properties and assets of the Guarantor substantially as an entirety in accordance with Section 703(a), the Successor Guarantor shall succeed to, and be substituted for, and may exercise every right and power of, the Guarantor under this Supplemental Indenture and the Indenture with the same effect as if such Successor Guarantor had been named as the Guarantor herein; and thereafter, except in the case of a lease, the Guarantor shall be released and relieved from all of its obligations under this Article Seven, and the Guarantee shall be terminated and be of no further force or effect.

Appears in 1 contract

Samples: Fifth Supplemental Indenture (Teck Resources LTD)

Release of Guarantor. (a) In ~~addition~~ the event that all of a Guarantor's obligations with respect to the CCO Credit Facility and the Related Obligations or other Indebtedness under clause (1) of the second paragraph of Section 4.10 are released or discharged, in full, for any reason, including, without limitation, in connection with the repayment in full of all obligations under the CCO Credit Facility and the Related Obligations or such other Indebtedness, the Note Guarantee of such Guarantor will also be automatically released and terminated. Notwithstanding the preceding sentence, no such release ~~provisions set forth~~ shall be effective against the Trustee or the Holders if a Default or Event of Default in the ~~Indenture~~payment of principal of, subject to Section 702(d), the Guarantor shall be released and relieved from all of its obligations under this Article Seven, and the Guarantee shall be terminated and be of no further force or effect, upon the request of the Company (without the consent of the Trustee) if, immediately after giving effect to such release and termination (andpremium, if ~~applicable~~any, ~~any transaction~~ or interest on the Notes (including in connection ~~therewith,~~ with an offer to purchase) (including any other concurrent release, termination, repayment or discharge of any other guarantee or other Debt of the Guarantor), the Company would be in compliance with Section 504 hereof, including in the event of a sale or other disposition as a result of ~~which~~ the ~~Guarantor~~ events described under clause (7) or (8) of Section 6.01) is in effect or continuing on the date thereof, or would ~~cease to~~ result therefrom shall have occurred and be ~~a Subsidiary.~~ continuing under this Indenture as of the time of such proposed release until such time as (b1) ~~In order to effect the release and termination provided for in Section 702(a), the Company shall furnish to the Trustee an Officers’ Certificate stating that, immediately after giving effect to~~ such Default or Event of Default is cured or (2) such release ~~and termination (as well as any concurrent release, termination, repayment or discharge of any other guarantee or other Debt of~~ is consented to by the Guarantor), the Company will be in compliance with Section 504 hereof. In the event that the release and termination is in connection with a sale or other disposition as a result of which the Guarantor would cease to be a Subsidiary, pro forma effect shall be given to such disposition (including the application of any proceeds therefrom) in determining the Company’s compliance with Section 504 and, accordingly, the amount of Debt subject to the Guarantee and any other Debt of the Guarantor shall be excluded from any calculation thereunder. Notwithstanding any provision to the contrary in the Indenture or this Supplemental Indenture, no opinion, report or certificate, other than the Officers’ Certificate provided for in this Section 702(b), need be furnished to the Trustee for such release and termination. After its receipt of the aforementioned Officers’ Certificate, the Trustee shall execute any documents reasonably requested by either the Company or the Guarantor in order to evidence the release of the Guarantor from its obligations under the Guarantee under this Article Seven. (c) No supplemental indenture, amendment or waiver shall, without the consent of the Holder of each Outstanding Note, release the Guarantor from any of its obligations under Section 701, other than applicable Holders in accordance with the ~~provisions~~ terms of this ~~Section 702 or~~ Indenture. The Note Guarantees will be automatically released ab initio immediately prior to the ~~other release~~ entry of a Judgment (that remains unstayed) by a court of competent jurisdiction to the effect that such Note Guarantees (solely because of the existence of the provisions ~~set forth~~ in the ~~Indenture, or amend or modify~~ intercreditor agreement to be entered into between the ~~release provisions~~ Trustee on behalf of ~~this Section 702. (d) Notwithstanding~~ the ~~release provisions of Section 702(a), the Guarantor shall not be released from its obligations under this Article Seven~~ Holders and the ~~Guarantee will not be terminated if, immediately after such release and termination~~ representative (~~and, if applicable, after giving effect to any transaction to occur concurrently therewith),~~ the ~~Guarantor remains a co-obligor with or a guarantor for, as applicable, the obligations~~ "Representative") of the Company under any Existing Note. SECTION 703. AMALGAMATION, CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE. (a) Unless the Guarantor has been released, or in connection with such transaction will be released, from its obligations lenders under the ~~Guarantee~~ CCO Credit Facility relating to the Note Guarantees) provide holders of Indebtedness under the CCH II Indentures, CCI Indentures, CCOH Indentures or Charter Holdings Indentures (as in ~~accordance with~~ effect on the ~~provisions~~ Issue Date) the right to accelerate (whether by reason of Section 702 hereof or any other release provision set forth in the Indenture, the Guarantor shall not amalgamate or consolidate with or merge with or into any other Person or convey, transfer, lease or otherwise dispose a violation of ~~its properties and assets substantially as an entirety to any Person by liquidation, winding-up or otherwise (in one transaction or~~ a series of related transactions) unless: (i) immediately after giving effect to such transaction (and treating any Debt which becomes an obligation of the Guarantor or a Subsidiary of the Guarantor in connection with covenant contained therein or as a result of a cross-acceleration provision therein tied to a covenant violation under any other such ~~transaction as having been incurred at~~ indenture) the ~~time~~ maturity of such ~~transaction)~~debt not otherwise then due, ~~no Default~~ unless at such time such intercreditor agreement provisions are released by the Representative. Upon either (i) the entry of any subsequent order overruling or ~~Event of Default shall have occurred and be continuing;~~ reversing any such Judgment or (ii) ~~either (x)~~ the Guarantor shall be the continuing Person or (y) the Person (if other than the Guarantor) formed by such amalgamation or consolidation or into which the Guarantor is merged or the Person which acquires by conveyance, transfer, lease or other disposition the properties and assets occurrence of ~~the Guarantor substantially as an entirety (the “Successor Guarantor”) shall, unless the Successor Guarantor is the Company, (A) be~~ a corporation, company, partnership or trust organized and validly existing under the federal laws of Canada or any Province thereof or the laws of the United States of America or any State thereof or the District of Columbia and (B) expressly assume, by an indenture supplemental hereto, executed and delivered to the Trustee, in form satisfactory to the Trustee, all of the obligations of the Guarantor under the Guarantee (provided, however, that the Successor Guarantor shall not be required to execute and deliver such a supplemental indenture Default in the ~~event~~ payment of ~~an amalgamation of the Guarantor with one or more other Persons~~principal of, in which the amalgamation is governed by the laws of Canada or any province thereof, the Successor Guarantor and the Guarantor are, immediately prior to such amalgamation, organized and existing under the laws of Canada or any province thereof and upon the effectiveness of such amalgamation, the Successor Guarantor shall have become or shall continue to be (as the case may be), by operation of law, liable for the observance of all obligations of the Guarantor under the Guarantee); and (iii) the Guarantor, the Company or the Successor Guarantor, as applicable, shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such amalgamation, consolidation, merger, conveyance, transfer, lease or other disposition andpremium, if ~~a supplemental indenture is required~~ any, or interest on the Notes (including in connection with an offer to purchase) during any period in which such ~~transaction (~~Judgment is being contested by any affected Parent or series of transactions), such supplemental indenture, comply with this Section 703(a) and that all conditions precedent herein provided for relating to such transaction have been satisfied. (b) Upon any amalgamation, consolidation or merger, or any conveyance, transfer, lease or other disposition of the properties and assets of the Guarantor ~~substantially as an entirety~~ in accordance with ~~Section 703(a)~~the next succeeding paragraph, the ~~Successor Guarantor~~ Note Guarantees shall ~~succeed to~~be automatically reinstated, subject to the provisions of Section 4.17 and ~~be substituted for~~this Section 11.04, ~~and may exercise every right and power of, the Guarantor under this Supplemental Indenture and the Indenture with the same effect~~ as if such Successor Guarantor had been named as the Guarantor herein; and thereafter, except in the case of a lease, the Guarantor shall be released and relieved from all of its obligations under this Article Seven, and the Guarantee shall be terminated and be of no further force or effectnever released.

Appears in 1 contract

Samples: Indenture (CCH Ii Capital Corp)

Release of Guarantor. (a) ~~In addition to the release provisions set forth in the Indenture, subject to Section 702(d), the~~ The Note Guarantee of a Guarantor shall be ~~released and relieved from all of its obligations under this Article Seven, and the Guarantee shall be terminated and be of no further force~~ automatically released: (i) in connection with any sale or ~~effect, upon the request~~ other disposition of the ~~Company~~ Capital Stock of a Guarantor to a Person that is not (~~without the consent of the Trustee) if, immediately~~ either before or after giving effect to such ~~release and termination (and~~transaction) a Restricted Subsidiary of the Company, if applicable, any transaction in connection therewith, including any other concurrent release, termination, repayment or discharge of any other guarantee or other Debt of the Guarantor), the Company would be in compliance with Section 504 hereof, including in the event of a after giving effect to such sale or other disposition such Guarantor is no longer a Restricted Subsidiary of the Company and such sale of such Capital Stock of that Guarantor complies with Section 4.10; (ii) if the Company properly designates any Restricted Subsidiary that is a Guarantor as an Unrestricted Subsidiary in compliance with this Indenture; (iii) (x) to the extent such Guarantor is also a guarantor under the Credit Agreement, upon the discharge or release of the Guarantee under the Credit Agreement, and (y) otherwise, solely in the case of a Note Guarantee created after the Issue Date pursuant to Section 4.17, upon the release or discharge of the Guarantee which resulted in the creation of such Note Guarantee pursuant to Section 4.17, except, in each case, a discharge or release by or as a result of ~~which~~ payment under such Guarantee; or (iv) upon satisfaction and discharge of the ~~Guarantor would cease to be a Subsidiary~~Notes as set forth under Section 11.01 or upon defeasance of the Notes as set forth under Article 8. (b) ~~In order to effect~~ At the ~~release~~ request of the Company, and ~~termination provided for in Section 702(a), the Company shall furnish~~ upon delivery to the Trustee ~~an Officers’ Certificate stating that, immediately after giving effect to such release and termination (as well as any concurrent release, termination, repayment or discharge~~ of any other guarantee or other Debt of the Guarantor), the Company will be in compliance with Section 504 hereof. In the event that the release and termination is in connection with a sale or other disposition as a result of which the Guarantor would cease to be a Subsidiary, pro forma effect shall be given to such disposition (including the application of any proceeds therefrom) in determining the Company’s compliance with Section 504 and, accordingly, the amount of Debt subject to the Guarantee and any other Debt of the Guarantor shall be excluded from any calculation thereunder. Notwithstanding any provision to the contrary in the Indenture or this Supplemental Indenture, no opinion, report or certificate, other than the Officers’ Certificate provided for in this Section 702(b), need be furnished to the Trustee for such release and termination. After its receipt of the aforementioned Officers’ Certificate, the Trustee shall execute any documents reasonably requested by either the Company or the Guarantor in order to evidence the release of the Guarantor from its obligations under the Guarantee under this Article Seven. (c) No supplemental indenture, amendment or waiver shall, without the consent of the Holder of each Outstanding Note, release the Guarantor from any of its obligations under Section 701, other than in accordance with the provisions of this Section 702 or the other release provisions set forth in the Indenture, or amend or modify the release provisions of this Section 702. (d) Notwithstanding the release provisions of Section 702(a), the Guarantor shall not be released from its obligations under this Article Seven and the Guarantee will not be terminated if, immediately after such release and termination (and, if applicable, after giving effect to any transaction to occur concurrently therewith), the Guarantor remains a co-obligor with or a guarantor for, as applicable, the obligations of the Company under any Existing Note. SECTION 703. AMALGAMATION, CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE. (a) Unless the Guarantor has been released, or in connection with such transaction will be released, from its obligations under the Guarantee in accordance with the provisions of Section 702 hereof or any other release provision set forth in the Indenture, the Guarantor shall not amalgamate or consolidate with or merge with or into any other Person or convey, transfer, lease or otherwise dispose of its properties and assets substantially as an entirety to any Person by liquidation, winding-up or otherwise (in one transaction or a series of related transactions) unless: (i) immediately after giving effect to such transaction (and treating any Debt which becomes an obligation of the Guarantor or a Subsidiary of the Guarantor in connection with or as a result of such transaction as having been incurred at the time of such transaction), no Default or Event of Default shall have occurred and be continuing; (ii) either (x) the Guarantor shall be the continuing Person or (y) the Person (if other than the Guarantor) formed by such amalgamation or consolidation or into which the Guarantor is merged or the Person which acquires by conveyance, transfer, lease or other disposition the properties and assets of the Guarantor substantially as an entirety (the “Successor Guarantor”) shall, unless the Successor Guarantor is the Company, (A) be a corporation, company, partnership or trust organized and validly existing under the federal laws of Canada or any Province thereof or the laws of the United States of America or any State thereof or the District of Columbia and (B) expressly assume, by an indenture supplemental hereto, executed and delivered to the Trustee, in form satisfactory to the Trustee, all of the obligations of the Guarantor under the Guarantee (provided, however, that the Successor Guarantor shall not be required to execute and deliver such a supplemental indenture in the event of an amalgamation of the Guarantor with one or more other Persons, in which the amalgamation is governed by the laws of Canada or any province thereof, the Successor Guarantor and the Guarantor are, immediately prior to such amalgamation, organized and existing under the laws of Canada or any province thereof and upon the effectiveness of such amalgamation, the Successor Guarantor shall have become or shall continue to be (as the case may be), by operation of law, liable for the observance of all obligations of the Guarantor under the Guarantee); and (iii) the Guarantor, the Company or the Successor Guarantor, as applicable, shall have delivered to the Trustee an Officers’ Certificate and an Opinion of ~~Counsel~~Counsel that a release complies with this Indenture, ~~each stating~~ the Trustee shall execute and deliver an appropriate instrument evidencing the release of such Guarantor from its Note Guarantee (it being understood that the failure to obtain any such ~~amalgamation~~instrument shall not impair any automatic release pursuant to Section 10.05(a)). Any Guarantor not released from its obligations under its Note Guarantee shall remain liable for the full amount of principal of, ~~consolidation, merger, conveyance, transfer, lease or other disposition and~~premium and interest and Additional Interest, if ~~a supplemental indenture is required in connection with such transaction (or series~~ any, on the Notes and for the other obligations of ~~transactions), such supplemental indenture, comply with this Section 703(a) and that all conditions precedent herein provided for relating to such transaction have been satisfied. (b) Upon~~ any amalgamation, consolidation or merger, or any conveyance, transfer, lease or other disposition of the properties and assets of the Guarantor substantially as an entirety in accordance with Section 703(a), the Successor Guarantor shall succeed to, and be substituted for, and may exercise every right and power of, the Guarantor under this ~~Supplemental~~ Indenture ~~and the Indenture with the same effect~~ as ~~if such Successor Guarantor had been named as the Guarantor herein; and thereafter, except~~ provided in ~~the case of a lease, the Guarantor shall be released and relieved from all of its obligations under~~ this Article ~~Seven, and the Guarantee shall be terminated and be of no further force or effect~~Ten.

Appears in 1 contract

Samples: Indenture (Caleres Inc)

Appears in 1 contract

Samples: Indenture (Starwood Lodging Corp)

Release of Guarantor. ~~(a) In addition to the release provisions set forth in the Indenture, subject to Section 702(d), the~~ The Guarantor ~~shall~~ will be released and relieved ~~from all~~ of its obligations under this Article ~~Seven~~7, and the Guarantee ~~shall~~ will be ~~terminated and be of no further force or effect~~terminated, upon the Company’s request ~~of the Company~~ (without the consent of the Trustee) if: (a) the Company notifies each debt rating agency known to it which has assigned a rating to the applicable series of Notes and which is designated by the Commission as a “Nationally Recognized Statistical Rating Organization” (a “Participating NRSRO”) and the Trustee of its intention to exercise the option to terminate the Guarantee of the applicable series of Notes at least 45 days prior to the proposed date of such termination (the “Release Date”); (b) on the proposed Release Date, ~~immediately after giving effect~~ the Company delivers to the Trustee an Officers’ Certificate stating that it has satisfied each of the four conditions listed in subsection (c) below; and (c) at the time of such release (and ~~termination (and, if applicable, any transaction in connection therewith, including~~ any other concurrent release, termination, repayment or discharge of any other guarantee or other ~~Debt~~ debt of the Guarantor), (i) the Guarantor shall not be the primary obligor or guarantor with respect to any Indebtedness, other than Indebtedness which in the aggregate does not exceed an amount equal to 10% of Consolidated Net Tangible Assets, (ii) the rating assigned to the Notes by at least two Participating NRSROs (or if there is only one Participating NRSRO, by that one Participating NRSRO) is within one of the ratings categories assigned by them designating “investment grade” corporate debt securities, (iii) at least two Participating NRSROs (or if there is only one Participating NRSRO, that one Participating NRSRO) have affirmed that the rating assigned by them to the Notes shall not be downgraded as a result of the termination of the Guarantee, or notice thereof and (iv) no Default or Event of Default has occurred and is continuing under the Original Indenture. Notwithstanding the above provision, the Guarantee of the Guarantor may not be released pursuant to the above provision if, immediately after the release, the Guarantor remains (i) a guarantor in respect of any of the Company’s existing public debt securities outstanding on the date hereof, or (ii) an obligor on any intercompany Indebtedness which has been pledged by the Company ~~would~~ for the benefit of any holders of any of the Company’s existing public debt securities outstanding on the date hereof. It will be an Event of Default if, at any time following release of the Guarantee, (i) the Guarantor or any successor thereof has been for a period of not less than 30 consecutive days, the primary obligor or guarantor with respect to Indebtedness in ~~compliance~~ an aggregate amount which exceeds 10% of Consolidated Net Tangible Assets, (ii) the Guarantor has not, within such 30-day period, provided to the Trustee a Guarantee on substantially the same terms and conditions as the original Guarantee that ranks pari passu with ~~Section 504 hereof~~the unsecured and unsubordinated Indebtedness of the Guarantor and (iii) on the 30th day of such 30-day period the Guarantor was a subsidiary of the Company. In addition, ~~including in~~ the ~~event~~ Guarantor will be released and relieved of a its obligations under this Article 7, and the Guarantee will be terminated, upon the Company’s request (without the consent of the Trustee): (a) upon the sale or other disposition ~~as a result~~ (including by way of amalgamation, consolidation, statutory plan of arrangement or merger) of the Guarantor, including the sale or disposition of capital stock of the Guarantor, following which the Guarantor ~~would cease to be~~ is no longer a Subsidiary., (b) ~~In order to effect~~ upon the release and termination provided for in Section 702(a), the Company shall furnish to the Trustee an Officers’ Certificate stating that, immediately after giving effect to such release and termination (as well as any concurrent release, termination, repayment or discharge of any other guarantee or other Debt of the Guarantor), the Company will be in compliance with Section 504 hereof. In the event that the release and termination is in connection with a sale or other disposition ~~as a result~~ of ~~which~~ all or substantially all the assets (including by way of amalgamation, consolidation, statutory plan of arrangement or merger) of the Guarantor, (c) upon defeasance or covenant defeasance of the Notes pursuant to Article 15 of the Original Indenture, or (d) upon the full satisfaction of the Company’s obligations under the Original Indenture and this Third Supplemental Indenture, unless, in the case of (a) or (b) above, immediately after the release, the Guarantor ~~would cease to be~~ remains (i) a ~~Subsidiary~~guarantor in respect of any of the Company’s existing public debt securities outstanding on the date hereof, or (ii) an obligor on any intercompany Indebtedness which has been pledged by the Company for the benefit of any holders of any of the Company’s existing public debt securities outstanding on the date hereof, after giving pro forma effect ~~shall be given~~ to such sale or other disposition (including the application of any proceeds therefrom~~) in determining~~ ). At the request of the Company’s compliance with Section 504 and, accordingly, the amount of Debt subject to the Guarantee and any other Debt of the Guarantor shall be excluded from any calculation thereunder. Notwithstanding any provision to the contrary in the Indenture or this Supplemental Indenture, no opinion, report or certificate, other than the Officers’ Certificate provided for in this Section 702(b), need be furnished to the Trustee for such release and termination. After its receipt of the aforementioned Officers’ Certificate, the Trustee shall execute ~~any documents reasonably requested by either~~ and deliver an appropriate instrument evidencing such release. Other than in accordance with the ~~Company or~~ release provisions of this Section 7.1.6, the Guarantor ~~in order to evidence the release of the Guarantor~~ will not be released from its payment obligations under ~~the~~ its Guarantee ~~under this Article Seven. (c) No supplemental indenture,~~ and no amendment or waiver ~~shall~~of these release provisions will be permitted except, ~~without~~ in each case, with the consent of the Holder of each Outstanding Note, release the Guarantor from any of its obligations under Section 701, other than in accordance with the provisions of this Section 702 or the other release provisions set forth in the Indenture, or amend or modify the release provisions of this Section 702. (d) Notwithstanding the release provisions of Section 702(a), the Guarantor shall not be released from its obligations under this Article Seven and the Guarantee will not be terminated if, immediately after such release and termination (and, if applicable, after giving effect to any transaction to occur concurrently therewith), the Guarantor remains a co-obligor with or a guarantor for, as applicable, the obligations outstanding Note of the ~~Company under any Existing Note. SECTION 703. AMALGAMATION, CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE~~affected series. (a) Unless the Guarantor has been released, or in connection with such transaction will be released, from its obligations under the Guarantee in accordance with the provisions of Section 702 hereof or any other release provision set forth in the Indenture, the Guarantor shall not amalgamate or consolidate with or merge with or into any other Person or convey, transfer, lease or otherwise dispose of its properties and assets substantially as an entirety to any Person by liquidation, winding-up or otherwise (in one transaction or a series of related transactions) unless: (i) immediately after giving effect to such transaction (and treating any Debt which becomes an obligation of the Guarantor or a Subsidiary of the Guarantor in connection with or as a result of such transaction as having been incurred at the time of such transaction), no Default or Event of Default shall have occurred and be continuing; (ii) either (x) the Guarantor shall be the continuing Person or (y) the Person (if other than the Guarantor) formed by such amalgamation or consolidation or into which the Guarantor is merged or the Person which acquires by conveyance, transfer, lease or other disposition the properties and assets of the Guarantor substantially as an entirety (the “Successor Guarantor”) shall, unless the Successor Guarantor is the Company, (A) be a corporation, company, partnership or trust organized and validly existing under the federal laws of Canada or any Province thereof or the laws of the United States of America or any State thereof or the District of Columbia and (B) expressly assume, by an indenture supplemental hereto, executed and delivered to the Trustee, in form satisfactory to the Trustee, all of the obligations of the Guarantor under the Guarantee (provided, however, that the Successor Guarantor shall not be required to execute and deliver such a supplemental indenture in the event of an amalgamation of the Guarantor with one or more other Persons, in which the amalgamation is governed by the laws of Canada or any province thereof, the Successor Guarantor and the Guarantor are, immediately prior to such amalgamation, organized and existing under the laws of Canada or any province thereof and upon the effectiveness of such amalgamation, the Successor Guarantor shall have become or shall continue to be (as the case may be), by operation of law, liable for the observance of all obligations of the Guarantor under the Guarantee); and (iii) the Guarantor, the Company or the Successor Guarantor, as applicable, shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such amalgamation, consolidation, merger, conveyance, transfer, lease or other disposition and, if a supplemental indenture is required in connection with such transaction (or series of transactions), such supplemental indenture, comply with this Section 703(a) and that all conditions precedent herein provided for relating to such transaction have been satisfied. (b) Upon any amalgamation, consolidation or merger, or any conveyance, transfer, lease or other disposition of the properties and assets of the Guarantor substantially as an entirety in accordance with Section 703(a), the Successor Guarantor shall succeed to, and be substituted for, and may exercise every right and power of, the Guarantor under this Supplemental Indenture and the Indenture with the same effect as if such Successor Guarantor had been named as the Guarantor herein; and thereafter, except in the case of a lease, the Guarantor shall be released and relieved from all of its obligations under this Article Seven, and the Guarantee shall be terminated and be of no further force or effect.

Appears in 1 contract

Samples: Third Supplemental Indenture (Teck Resources LTD)

Release of Guarantor. ~~(a) In addition~~ The Guarantee of a Guarantor will be released with respect to the ~~release provisions set forth~~ Notes: (1) in ~~the Indenture, subject to Section 702(d), the Guarantor shall be released and relieved from~~ connection with any sale or other disposition of all or substantially all of ~~its obligations under this Article Seven, and~~ the ~~Guarantee shall be terminated and be~~ assets of ~~no further force~~ that Guarantor (including by way of merger or ~~effect, upon the request of the Company~~ consolidation) to a Person that is not (~~without the consent of the Trustee) if, immediately~~ either before or after giving effect to such ~~release and termination~~ transaction) Smurfit Westrock or a Subsidiary of Smurfit Westrock; (~~and, if applicable, any transaction~~ 2) in connection ~~therewith, including~~ with any other concurrent release, termination, repayment or discharge of any other guarantee or other Debt of the Guarantor), the Company would be in compliance with Section 504 hereof, including in the event of a sale or other disposition as of Capital Stock of that Guarantor to a ~~result of which the Guarantor would cease to be a Subsidiary.~~ Person that is not (~~b) In order to effect the release and termination provided for in Section 702(a), the Company shall furnish to the Trustee an Officers’ Certificate stating that, immediately~~ either before or after giving effect to such transaction) Smurfit Westrock or a Subsidiary of Smurfit Westrock, if the Guarantor ceases to be a Subsidiary of Smurfit Westrock as a result of the sale or other disposition; (3) upon the release ~~and termination (as well as any concurrent release, termination, repayment~~ or discharge of ~~any~~ the guarantee or other obligation of such Guarantor under the Revolving Facility Agreement, or such other guarantee or other ~~Debt of the Guarantor), the Company will be in compliance with Section 504 hereof. In the event~~ obligation that the release and termination is in connection with a sale or other disposition as a result of which the Guarantor would cease to be a Subsidiary, pro forma effect shall be given to such disposition (including the application of any proceeds therefrom) in determining the Company’s compliance with Section 504 and, accordingly, the amount of Debt subject to the Guarantee and any other Debt of the Guarantor shall be excluded from any calculation thereunder. Notwithstanding any provision to the contrary resulted in the ~~Indenture~~ creation of such Guarantee, except a release or this Supplemental Indenture, no opinion, report or certificate, other than the Officers’ Certificate provided for in this Section 702(b), need be furnished to the Trustee for such release and termination. After its receipt of the aforementioned Officers’ Certificate, the Trustee shall execute any documents reasonably requested discharge by either the Company or the Guarantor in order to evidence the release of the Guarantor from its obligations under the Guarantee under this Article Seven. (c) No supplemental indenture, amendment or waiver shall, without the consent of the Holder of each Outstanding Note, release the Guarantor from any of its obligations under Section 701, other than in accordance with the provisions of this Section 702 or the other release provisions set forth in the Indenture, or amend or modify the release provisions of this Section 702. (d) Notwithstanding the release provisions of Section 702(a), the Guarantor shall not be released from its obligations under this Article Seven and the Guarantee will not be terminated if, immediately after such release and termination (and, if applicable, after giving effect to any transaction to occur concurrently therewith), the Guarantor remains a co-obligor with or a guarantor for, as applicable, the obligations of the Company under any Existing Note. SECTION 703. AMALGAMATION, CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE. (a) Unless the Guarantor has been released, or in connection with such transaction will be released, from its obligations under the Guarantee in accordance with the provisions of Section 702 hereof or any other release provision set forth in the Indenture, the Guarantor shall not amalgamate or consolidate with or merge with or into any other Person or convey, transfer, lease or otherwise dispose of its properties and assets substantially as an entirety to any Person by liquidation, winding-up or otherwise (in one transaction or a series of related transactions) unless: (i) immediately after giving effect to such transaction (and treating any Debt which becomes an obligation of the Guarantor or a Subsidiary of the Guarantor in connection with or as a result of payment under such ~~transaction as having been incurred at~~ guarantee; provided that the ~~time~~ guarantee of such ~~transaction~~Guarantor under the Existing Notes has been released or is concurrently released; (4) by written notice from the Issuer to the Trustee if such Guarantor does not then guarantee any obligations under any of the Existing Notes (after giving effect to Indebtedness and guarantees concurrently being released or repaid); (5) in accordance with Article IX; (6) upon the full and final payment and performance of all obligations of the Issuer and the Guarantors under this Indenture and the Notes; (7) upon Legal Defeasance, Covenant Defeasance or satisfaction and discharge of this Indenture as provided for in Article VIII; or (8) by written notice from the Issuer to the Trustee so long as the Notes have an Investment Grade rating from two or more Rating Agencies; provided that none of the Existing Notes are guaranteed by such Guarantor (after giving effect to guarantees concurrently being released) and no Default or Event of Default shall have occurred and be ~~continuing; (ii) either (x)~~ continuing at the ~~Guarantor shall be the continuing Person or (y) the Person (if other than the Guarantor) formed by~~ time of such ~~amalgamation or consolidation or into which the Guarantor is merged or the Person which acquires by conveyance~~written notice, transfer, lease or other disposition the properties and assets of the Guarantor substantially as an entirety (the “Successor Guarantor”) shall, unless the Successor Guarantor is the Company, (A) be a corporation, company, partnership or trust organized and validly existing under the federal laws of Canada or any Province thereof or the laws of the United States of America or any State thereof or the District of Columbia and (B) expressly assume, by an indenture supplemental hereto, executed and delivered to the Trustee, in form satisfactory to the Trustee, all of the obligations of the Guarantor under the Guarantee (provided, however, that, notwithstanding the above, any Guarantee by Smurfit Westrock may only be released to the extent that the ~~Successor Guarantor~~ Ultimate Parent has provided a Guarantee of the Notes (other than any release pursuant to clauses (5), (6) and (7) above). At the request of the Issuer, the Trustee shall ~~not be required to~~ execute and deliver an appropriate instrument evidencing such a supplemental indenture in the event of an amalgamation of the Guarantor with one or more other Persons, in which the amalgamation is governed by the laws of Canada or any province thereof, the Successor Guarantor and the Guarantor are, immediately prior to such amalgamation, organized and existing under the laws of Canada or any province thereof and upon the effectiveness of such amalgamation, the Successor Guarantor shall have become or shall continue to be (as the case may be), by operation of law, liable for the observance of all obligations of the Guarantor under the Guarantee); and (iii) the Guarantor, the Company or the Successor Guarantor, as applicable, shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such amalgamation, consolidation, merger, conveyance, transfer, lease or other disposition and, if a supplemental indenture is required in connection with such transaction (or series of transactions), such supplemental indenture, comply with this Section 703(a) and that all conditions precedent herein provided for relating to such transaction have been satisfiedrelease. (b) Upon any amalgamation, consolidation or merger, or any conveyance, transfer, lease or other disposition of the properties and assets of the Guarantor substantially as an entirety in accordance with Section 703(a), the Successor Guarantor shall succeed to, and be substituted for, and may exercise every right and power of, the Guarantor under this Supplemental Indenture and the Indenture with the same effect as if such Successor Guarantor had been named as the Guarantor herein; and thereafter, except in the case of a lease, the Guarantor shall be released and relieved from all of its obligations under this Article Seven, and the Guarantee shall be terminated and be of no further force or effect.

Appears in 1 contract

Samples: Indenture (Smurfit Westrock PLC)

Release of Guarantor. (a) ~~In addition to the release provisions set forth in the Indenture, subject to Section 702(d), the~~ Any Guarantee by a Guarantor shall be automatically and unconditionally released and ~~relieved from~~ discharged, without any further action required on the part of the Trustee or any Holder of the Notes, upon: (1) such Guarantor ceasing to be a guarantor under the Credit Agreement, if such Guarantor became a Guarantor by reason of Section 4.16 because it became a guarantor under the Credit Agreement; (2) (A) the amalgamation or consolidation of such Guarantor with the Company or any Guarantor that is a Wholly Owned Restricted Subsidiary of the Company; (B) the merger of such Guarantor with or into the Company or any Guarantor that is a Wholly Owned Restricted Subsidiary of the Company; (C) the sale or all or substantially all of ~~its obligations under~~ the assets of such Guarantor to the Company or any Guarantor that is a Wholly Owned Restricted Subsidiary of the Company; or (D) the dissolution of such Guarantor; (3) the Designation of such Guarantor as an Unrestricted Subsidiary pursuant to Section 4.21; or (4) (A) the sale or other disposition (by merger or otherwise) of all or substantially all of the assets of such Guarantor to any Person that is not a Restricted Subsidiary of the Company, or (B) the sale or other disposition (by merger or otherwise) to any Person that is not a Restricted Subsidiary of the Company of such of the Capital Stock of such Guarantor owned directly or indirectly by the Company so that the Company no longer owns, directly or indirectly, greater than 50% of the Common Stock of such Guarantor; provided that such sale or disposition of such Capital Stock or assets is otherwise in compliance with the terms of this ~~Article Seven~~Indenture. (b) The Trustee shall, if the Company requests, deliver an appropriate instrument evidencing such release upon receipt of a request by the Company accompanied by an Officers' Certificate and Opinion of Counsel certifying as to the ~~Guarantee~~ compliance with this Section 10.4. (c) All Guarantees shall ~~be terminated and~~ be of no further force ~~or effect,~~ and effect upon the request of the Company (without the consent of the Trustee) if, immediately after giving effect to such release and termination (and, if applicable, any transaction in connection therewith, including any other concurrent release, termination, repayment or discharge of any other guarantee or other Debt of the Guarantor), the Company would be in compliance with Section 504 hereof, including in the event occurrence of a ~~sale~~ Legal Defeasance or ~~other disposition as~~ a ~~result of which the Guarantor would cease~~ Covenant Defeasance pursuant to ~~be a Subsidiary. (b) In order to effect the release and termination provided for in~~ Section ~~702(a)~~8.2 or 8.3, the Company shall furnish to the Trustee an Officers’ Certificate stating that, immediately after giving effect to such release and termination (as well as any concurrent release, termination, repayment or discharge of any other guarantee or other Debt of the Guarantor), the Company will be in compliance with Section 504 hereof. In the event that the release and termination is in connection with a sale or other disposition as a result of which the Guarantor would cease to be a Subsidiary, pro forma effect shall be given to such disposition (including the application of any proceeds therefrom) in determining the Company’s compliance with Section 504 and, accordingly, the amount of Debt subject to ~~the Guarantee and any other Debt of the Guarantor shall be excluded from any calculation thereunder. Notwithstanding any provision~~ reinstatement pursuant to ~~the contrary in the Indenture or this Supplemental Indenture, no opinion, report or certificate, other than the Officers’ Certificate provided for in this~~ Section 702(b), need be furnished to the Trustee for such release and termination. After its receipt of the aforementioned Officers’ Certificate, the Trustee shall execute any documents reasonably requested by either the Company or the Guarantor in order to evidence the release of the Guarantor from its obligations 8.7 under the ~~Guarantee under this Article Seven~~circumstances described therein. (c) No supplemental indenture, amendment or waiver shall, without the consent of the Holder of each Outstanding Note, release the Guarantor from any of its obligations under Section 701, other than in accordance with the provisions of this Section 702 or the other release provisions set forth in the Indenture, or amend or modify the release provisions of this Section 702. (d) Notwithstanding the release provisions of Section 702(a), the Guarantor shall not be released from its obligations under this Article Seven and the Guarantee will not be terminated if, immediately after such release and termination (and, if applicable, after giving effect to any transaction to occur concurrently therewith), the Guarantor remains a co-obligor with or a guarantor for, as applicable, the obligations of the Company under any Existing Note. SECTION 703. AMALGAMATION, CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE. (a) Unless the Guarantor has been released, or in connection with such transaction will be released, from its obligations under the Guarantee in accordance with the provisions of Section 702 hereof or any other release provision set forth in the Indenture, the Guarantor shall not amalgamate or consolidate with or merge with or into any other Person or convey, transfer, lease or otherwise dispose of its properties and assets substantially as an entirety to any Person by liquidation, winding-up or otherwise (in one transaction or a series of related transactions) unless: (i) immediately after giving effect to such transaction (and treating any Debt which becomes an obligation of the Guarantor or a Subsidiary of the Guarantor in connection with or as a result of such transaction as having been incurred at the time of such transaction), no Default or Event of Default shall have occurred and be continuing; (ii) either (x) the Guarantor shall be the continuing Person or (y) the Person (if other than the Guarantor) formed by such amalgamation or consolidation or into which the Guarantor is merged or the Person which acquires by conveyance, transfer, lease or other disposition the properties and assets of the Guarantor substantially as an entirety (the “Successor Guarantor”) shall, unless the Successor Guarantor is the Company, (A) be a corporation, company, partnership or trust organized and validly existing under the federal laws of Canada or any Province thereof or the laws of the United States of America or any State thereof or the District of Columbia and (B) expressly assume, by an indenture supplemental hereto, executed and delivered to the Trustee, in form satisfactory to the Trustee, all of the obligations of the Guarantor under the Guarantee (provided, however, that the Successor Guarantor shall not be required to execute and deliver such a supplemental indenture in the event of an amalgamation of the Guarantor with one or more other Persons, in which the amalgamation is governed by the laws of Canada or any province thereof, the Successor Guarantor and the Guarantor are, immediately prior to such amalgamation, organized and existing under the laws of Canada or any province thereof and upon the effectiveness of such amalgamation, the Successor Guarantor shall have become or shall continue to be (as the case may be), by operation of law, liable for the observance of all obligations of the Guarantor under the Guarantee); and (iii) the Guarantor, the Company or the Successor Guarantor, as applicable, shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such amalgamation, consolidation, merger, conveyance, transfer, lease or other disposition and, if a supplemental indenture is required in connection with such transaction (or series of transactions), such supplemental indenture, comply with this Section 703(a) and that all conditions precedent herein provided for relating to such transaction have been satisfied. (b) Upon any amalgamation, consolidation or merger, or any conveyance, transfer, lease or other disposition of the properties and assets of the Guarantor substantially as an entirety in accordance with Section 703(a), the Successor Guarantor shall succeed to, and be substituted for, and may exercise every right and power of, the Guarantor under this Supplemental Indenture and the Indenture with the same effect as if such Successor Guarantor had been named as the Guarantor herein; and thereafter, except in the case of a lease, the Guarantor shall be released and relieved from all of its obligations under this Article Seven, and the Guarantee shall be terminated and be of no further force or effect.

Appears in 1 contract

Samples: Indenture (Nacg Finance LLC)

Release of Guarantor. ~~(a) In addition to the release provisions set forth in the Indenture, subject to Section 702(d), the~~ Any Guarantor ~~shall~~ will be released and relieved ~~from~~ of any obligations under its Note Guarantee: (a) in connection with any sale or other disposition of all or substantially all of ~~its obligations under this Article Seven, and~~ the ~~Guarantee shall be terminated and be~~ assets of ~~no further force~~ that Guarantor (including by way of merger or ~~effect, upon the request of the Company~~ consolidation) to a Person that is not (~~without the consent of the Trustee) if, immediately~~ either before or after giving effect to such ~~release and termination (and~~transaction) the Issuer or a Restricted Subsidiary of the Issuer, if ~~applicable, any transaction in connection therewith, including any other concurrent release, termination, repayment or discharge of any other guarantee or other Debt of~~ the ~~Guarantor), the Company would be in compliance with Section 504 hereof, including in the event of a~~ sale or other disposition ~~as a result~~ of ~~which~~ all or substantially all of the assets of that Guarantor ~~would cease to be a Subsidiary.~~complies with Section 4.13, including the application of the Net Proceeds therefrom; provided, however, that such Guarantor is released from its guarantees, if any, of, and all pledges and security, if any, granted in connection with, the ABL Facility, the Term Loan Facility, the 2018 Notes and any other Indebtedness of the Issuer or any Restricted Subsidiary of the Issuer; (b) ~~In order~~ in connection with any sale of all of the Capital Stock of a Guarantor to ~~effect the release and termination provided for in Section 702(a), the Company shall furnish to the Trustee an Officers’ Certificate stating that, immediately~~ a Person that is not (either before or after giving effect to such ~~release and termination (as well as any concurrent release, termination, repayment~~ transaction) the Issuer or ~~discharge of any other guarantee or other Debt~~ a Restricted Subsidiary of the ~~Guarantor)~~Issuer, if the ~~Company will be in compliance~~ sale of all such Capital Stock of that Guarantor complies with Section ~~504 hereof. In the event that the release and termination is in connection with a sale or other disposition as a result of which the Guarantor would cease to be a Subsidiary~~4.13, ~~pro forma effect shall be given to such disposition (~~including the application of ~~any proceeds~~ the Net Proceeds therefrom) in determining the Company’s compliance with Section 504 and, accordingly, the amount of Debt subject to the Guarantee and any other Debt of the Guarantor shall be excluded from any calculation thereunder. Notwithstanding any provision to the contrary in the Indenture or this Supplemental Indenture, no opinion, report or certificate, other than the Officers’ Certificate provided for in this Section 702(b), need be furnished to the Trustee for such release and termination. After its receipt of the aforementioned Officers’ Certificate, the Trustee shall execute any documents reasonably requested by either the Company or the Guarantor in order to evidence the release of the Guarantor from its obligations under the Guarantee under this Article Seven. (c) No supplemental indenture, amendment or waiver shall, without the consent of the Holder of each Outstanding Note, release the Guarantor from any of its obligations under Section 701, other than in accordance with the provisions of this Section 702 or the other release provisions set forth in the Indenture, or amend or modify the release provisions of this Section 702. (d) Notwithstanding the release provisions of Section 702(a), the Guarantor shall not be released from its obligations under this Article Seven and the Guarantee will not be terminated if, immediately after such release and termination (and, if applicable, after giving effect to any transaction to occur concurrently therewith), the Guarantor remains a co-obligor with or a guarantor for, as applicable, the obligations of the Company under any Existing Note. SECTION 703. AMALGAMATION, CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE. (a) Unless the Guarantor has been released, or in connection with such transaction will be released, from its obligations under the Guarantee in accordance with the provisions of Section 702 hereof or any other release provision set forth in the Indenture, the Guarantor shall not amalgamate or consolidate with or merge with or into any other Person or convey, transfer, lease or otherwise dispose of its properties and assets substantially as an entirety to any Person by liquidation, winding-up or otherwise (in one transaction or a series of related transactions) unless: (i) immediately after giving effect to such transaction (and treating any Debt which becomes an obligation of the Guarantor or a Subsidiary of the Guarantor in connection with or as a result of such transaction as having been incurred at the time of such transaction), no Default or Event of Default shall have occurred and be continuing; (ii) either (x) the Guarantor shall be the continuing Person or (y) the Person (if other than the Guarantor) formed by such amalgamation or consolidation or into which the Guarantor is merged or the Person which acquires by conveyance, transfer, lease or other disposition the properties and assets of the Guarantor substantially as an entirety (the “Successor Guarantor”) shall, unless the Successor Guarantor is the Company, (A) be a corporation, company, partnership or trust organized and validly existing under the federal laws of Canada or any Province thereof or the laws of the United States of America or any State thereof or the District of Columbia and (B) expressly assume, by an indenture supplemental hereto, executed and delivered to the Trustee, in form satisfactory to the Trustee, all of the obligations of the Guarantor under the Guarantee (; provided, however, that such Guarantor is released from its guarantees, if any, of, and all pledges and security, if any, granted in connection with, the ~~Successor Guarantor shall not be required to execute~~ ABL Facility, the Term Loan Facility, the 2018 Notes and ~~deliver such a supplemental indenture in the event of an amalgamation~~ any other Indebtedness of the ~~Guarantor with one or more other Persons, in which the amalgamation is governed by the laws of Canada~~ Issuer or any province thereof, the Successor Guarantor and the Guarantor are, immediately prior to such amalgamation, organized and existing under the laws of Canada or any province thereof and upon the effectiveness of such amalgamation, the Successor Guarantor shall have become or shall continue to be (as the case may be), by operation of law, liable for the observance of all obligations Restricted Subsidiary of the ~~Guarantor under the Guarantee); and~~Issuer; (~~iii~~c) if the ~~Guarantor, the Company or the Successor Guarantor,~~ Issuer properly designates any Restricted Subsidiary that is a Guarantor as ~~applicable, shall have delivered to the Trustee~~ an Officers’ Certificate and an Opinion of Counsel, each stating that such amalgamation, consolidation, merger, conveyance, transfer, lease or other disposition and, if a supplemental indenture is required Unrestricted Subsidiary; (d) in connection with any sale of Capital Stock of a Guarantor to a Person that results in the Guarantor no longer being a Subsidiary of the Issuer, if the sale of such ~~transaction (or series~~ Capital Stock of ~~transactions)~~that Guarantor complies with Section 4.13, ~~such supplemental indenture, comply with this Section 703(a) and that all conditions precedent herein provided for relating to such transaction have been satisfied.~~including the application of the Net Proceeds therefrom; (be) ~~Upon any amalgamation, consolidation~~ if the Issuer exercises its Legal Defeasance option or ~~merger,~~ its Covenant Defeasance option as described in Section 8.02 or any conveyance, transfer, lease or other disposition of the properties and assets of the Guarantor substantially as an entirety in accordance with Section 703(a), the Successor Guarantor shall succeed to, and be substituted for, and may exercise every right and power of, the Guarantor under this Supplemental Indenture and the Indenture with the same effect as if ~~such Successor Guarantor had been named as the Guarantor herein; and thereafter, except in the case of a lease, the Guarantor shall be released and relieved from all of~~ its obligations under this ~~Article Seven~~Indenture are discharged in accordance with the terms of this Indenture; or (f) if the Guarantee by such Guarantor, if any, granted by such Guarantor in connection with all Indebtedness of the Issuer or any Restricted Subsidiary the Guarantee of which by such Guarantor would have required such Guarantor to Guarantee the Notes pursuant to Section 4.16 (including, without limitation, the ABL Facility, the Term Loan Facility and the ~~Guarantee shall be terminated and be of no further force or effect~~2018 Notes Indenture), have been released.

Appears in 1 contract

Samples: Indenture (Nortek Inc)

Release of Guarantor. (a) ~~In addition to the release provisions set forth in the Indenture, subject to Section 702(d), the~~ A Subsidiary Guarantor shall be released and relieved from all of its obligations under this Article Seven, and the Guarantee shall be terminated and be of no further force or effect, upon the request of the Company (without the consent of the Trustee) if, immediately after giving effect to such release and termination (and, if applicable, any transaction in connection therewith, including any other concurrent release, termination, repayment or discharge of any other guarantee or other Debt of the Guarantor), the Company would be in compliance with Section 504 hereof, including in the event of a sale or other disposition as a result of which the Guarantor would cease to be a Subsidiary. (b) In order to effect the release and termination provided for in Section 702(a), the Company shall furnish to the Trustee an Officers’ Certificate stating that, immediately after giving effect to such release and termination (as well as any concurrent release, termination, repayment or discharge of any other guarantee or other Debt of the Guarantor), the Company will be in compliance with Section 504 hereof. In the event that the release and termination is in connection with a sale or other disposition as a result of which the Guarantor would cease to be a Subsidiary, pro forma effect shall be given to such disposition (including the application of any proceeds therefrom) in determining the Company’s compliance with Section 504 and, accordingly, the amount of Debt subject to the Guarantee and any other Debt of the Guarantor shall be excluded from any calculation thereunder. Notwithstanding any provision to the contrary in the Indenture or this Supplemental Indenture, no opinion, report or certificate, other than the Officers’ Certificate provided for in this Section 702(b), need be furnished to the Trustee for such release and termination. After its receipt of the aforementioned Officers’ Certificate, the Trustee shall execute any documents reasonably requested by either the Company or the Guarantor in order to evidence the release of the Guarantor from its obligations under the Guarantee under this Article Seven. (c) No supplemental indenture, amendment or waiver shall, without the consent of the Holder of each Outstanding Note, release the Guarantor from any of its obligations under Section 701, other than in accordance with the provisions of this Section 702 or the other release provisions set forth in the Indenture, or amend or modify the release provisions of this Section 702. (d) Notwithstanding the release provisions of Section 702(a), the Guarantor shall not be released from its obligations under this Article ~~Seven and~~ Ten without any further action required on the ~~Guarantee will not be terminated if, immediately after~~ part of the Trustee or any Holder (other than any obligation that may have arisen under Section 10.07 prior to such ~~release and termination~~ release), (~~and, if applicable, after giving effect~~ 1) upon the sale (including any sale pursuant to any ~~transaction to occur concurrently therewith), the Guarantor remains~~ exercise of remedies by a ~~co-obligor with or a guarantor for, as applicable, the obligations~~ holder of Senior Indebtedness of the Company ~~under any Existing Note. SECTION 703. AMALGAMATION, CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE.~~or of such Subsidiary Guarantor) or other disposition (including by way of consolidation or merger) of a Subsidiary Guarantor, (a2) ~~Unless~~ upon the sale or disposition of all or substantially all the assets of such Subsidiary Guarantor, (3) upon the designation of such Subsidiary Guarantor ~~has been released, or~~ as an Unrestricted Subsidiary pursuant to the terms of this Indenture, (4) in connection with ~~such transaction will be released, from its obligations under the Guarantee~~ any sale or other disposition (including by way of a merger or consolidation) of Capital Stock of a Subsidiary Guarantor to a Person in accordance with ~~the provisions of Section 702 hereof or any other release provision set forth~~ this Indenture that results in the Subsidiary Guarantor no longer being a Restricted Subsidiary, (5) at such time as such Subsidiary Guarantor does not have any Guarantees outstanding that would have required it to become a Subsidiary Guarantor under Section 8.09, (6) upon defeasance of the Notes pursuant to Article 13 of the Base Indenture, or (7) upon the ~~Guarantor shall not amalgamate or consolidate with or merge with or into any other Person or convey~~full satisfaction of the Company's obligations under this Indenture pursuant to Article 4 of the Base Indenture and Article Four of the First Supplemental Indenture; PROVIDED, ~~transfer~~HOWEVER, ~~lease or otherwise dispose~~ that in the case of ~~its properties~~ clauses (1), (2) and ~~assets substantially as an entirety to any Person by liquidation~~(4) above, ~~winding-up or otherwise (in one transaction or a series of related transactions) unless:~~ (i) ~~immediately after giving effect~~ such sale or other disposition is made to ~~such transaction (and treating any Debt which becomes an obligation of~~ a Person other than the ~~Guarantor~~ Company or a Subsidiary of the ~~Guarantor in connection with or as a result of such transaction as having been incurred at the time of such transaction)~~Company, ~~no Default or Event of Default shall have occurred and be continuing;~~ (ii) ~~either (x) the Guarantor shall be the continuing Person~~ such sale or ~~(y) the Person (if other than the Guarantor) formed~~ disposition is otherwise permitted by ~~such amalgamation or consolidation or into which the Guarantor is merged or the Person which acquires by conveyance, transfer, lease or other disposition the properties~~ this Indenture and assets of the Guarantor substantially as an entirety (the “Successor Guarantor”) shall, unless the Successor Guarantor is the Company, (A) be a corporation, company, partnership or trust organized and validly existing under the federal laws of Canada or any Province thereof or the laws of the United States of America or any State thereof or the District of Columbia and (B) expressly assume, by an indenture supplemental hereto, executed and delivered to the Trustee, in form satisfactory to the Trustee, all of the obligations of the Guarantor under the Guarantee (provided, however, that the Successor Guarantor shall not be required to execute and deliver such a supplemental indenture in the event of an amalgamation of the Guarantor with one or more other Persons, in which the amalgamation is governed by the laws of Canada or any province thereof, the Successor Guarantor and the Guarantor are, immediately prior to such amalgamation, organized and existing under the laws of Canada or any province thereof and upon the effectiveness of such amalgamation, the Successor Guarantor shall have become or shall continue to be (as the case may be), by operation of law, liable for the observance of all obligations of the Guarantor under the Guarantee); and (iii) the ~~Guarantor, the~~ Company ~~or the Successor Guarantor, as applicable, shall have delivered~~ provides an Officers' Certificate to the Trustee ~~an Officers’ Certificate and an Opinion of Counsel, each stating~~ to the effect that such amalgamation, consolidation, merger, conveyance, transfer, lease or other disposition and, if a supplemental indenture is required in connection with such transaction (or series of transactions), such supplemental indenture, the Company will comply with ~~this~~ its obligations under Section ~~703(a) and that all conditions precedent herein provided for relating~~ 8.06 with respect to such ~~transaction have been satisfied~~sale or disposition. At the request of the Company, the Trustee shall execute and deliver an appropriate instrument evidencing such release. (b) Upon any amalgamation, consolidation or merger, or any conveyance, transfer, lease or other disposition of the properties and assets of the Guarantor substantially as an entirety in accordance with Section 703(a), the Successor Guarantor shall succeed to, and be substituted for, and may exercise every right and power of, the Guarantor under this Supplemental Indenture and the Indenture with the same effect as if such Successor Guarantor had been named as the Guarantor herein; and thereafter, except in the case of a lease, the Guarantor shall Interline Delaware will be released ~~and relieved~~ from ~~all of~~ its obligations under this Article ~~Seven~~Ten without an further action required on the part of the Trustee or any Holder (other than any obligation that may have arisen under Section 10.07 prior to such release), (1) upon defeasance of the Notes pursuant to Article 13 of the Base Indenture and Section 4.03 of the First Supplemental Indenture, or (2) upon the full satisfaction of the Company's obligations under this Indenture pursuant to Article 4 of the Base Indenture and Article Four of the ~~Guarantee shall be terminated and be of no further force or effect~~First Supplemental Indenture.

Appears in 1 contract

Samples: First Supplemental Indenture (Interline Brands, Inc./De)

Release of Guarantor. ~~(a) In addition to the release provisions set forth in the Indenture, subject to Section 702(d~~Sections 1304(i), (ii) and (iii) of the ~~Guarantor shall~~ Base Indenture are deleted and replaced by the following pursuant to which the Guarantee of the Notes of any Restricted Subsidiary will be automatically and unconditionally released and relieved from all of its obligations under this Article Seven, and the Guarantee shall be terminated and be of no further force or effect, upon the request of the Company (without the consent of the Trustee) if, immediately after giving effect to such release and termination (and, if applicable, any transaction in connection therewith, including any other concurrent release, termination, repayment or discharge of any other guarantee or other Debt of the Guarantor), the Company would be in compliance with Section 504 hereof, including in the event of a sale or other disposition as a result of which the Guarantor would cease to be a Subsidiary. (b) In order to effect the release and termination provided for in Section 702(a), the Company shall furnish to the Trustee an Officers’ Certificate stating that, immediately after giving effect to such release and termination (as well as any concurrent release, termination, repayment or discharge of any other guarantee or other Debt of the Guarantor), the Company will be in compliance with Section 504 hereof. In the event that the release and termination is in connection with a sale or other disposition as a result of which the Guarantor would cease to be a Subsidiary, pro forma effect shall be given to such disposition (including the application of any proceeds therefrom) in determining the Company’s compliance with Section 504 and, accordingly, the amount of Debt subject to the Guarantee and any other Debt of the Guarantor shall be excluded from any calculation thereunder. Notwithstanding any provision to the contrary in the Indenture or this Supplemental Indenture, no opinion, report or certificate, other than the Officers’ Certificate provided for in this Section 702(b), need be furnished to the Trustee for such release and termination. After its receipt of the aforementioned Officers’ Certificate, the Trustee shall execute any documents reasonably requested by either the Company or the Guarantor in order to evidence the release of the Guarantor from its obligations under the Guarantee under this Article Seven. (c) No supplemental indenture, amendment or waiver shall, without the consent of the Holder of each Outstanding Note, release the Guarantor from any of its obligations under Section 701, other than in accordance with the provisions of this Section 702 or the other release provisions set forth in the Indenture, or amend or modify the release provisions of this Section 702. (d) Notwithstanding the release provisions of Section 702(a), the Guarantor shall not be released from its obligations under this Article Seven and the Guarantee will not be terminated if, immediately after such release and termination (and, if applicable, after giving effect to any transaction to occur concurrently therewith), the Guarantor remains a co-obligor with or a guarantor for, as applicable, the obligations of the Company under any Existing Note. SECTION 703. AMALGAMATION, CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE. (a) Unless the Guarantor has been released, or in connection with such transaction will be released, from its obligations under the Guarantee in accordance with the provisions of Section 702 hereof or any other release provision set forth in the Indenture, the Guarantor shall not amalgamate or consolidate with or merge with or into any other Person or convey, transfer, lease or otherwise dispose of its properties and assets substantially as an entirety to any Person by liquidation, winding-up or otherwise (in one transaction or a series of related transactions) unlessdischarged: (i) ~~immediately~~ upon any sale or other disposition of all or substantially all of the assets of that Guarantor (including by way of merger or consolidation) or the sale or other disposition of all of the Capital Stock of that Guarantor, in each case in accordance with this Indenture, to any Person who is not (either before or after giving effect to ~~such transaction (and treating~~ the transaction) the Company or any Debt which becomes an obligation of the Guarantor or a Subsidiary of the Guarantor in connection with or as a result of such transaction as having been incurred at the time of such transaction), no Default or Event of Default shall have occurred and be continuingRestricted Subsidiary; (ii) ~~either~~ if such Guarantor merges with and into (xi) the Guarantor shall be the continuing Person or (y) the Person (if other than the Guarantor) formed by such amalgamation or consolidation or into which the Guarantor is merged or the Person which acquires by conveyance, transfer, lease or other disposition the properties and assets of the Guarantor substantially as an entirety (the “Successor Guarantor”) shall, unless the Successor Guarantor is the Company, with the Company surviving such merger or (Aii) ~~be a corporation~~another Guarantor, company, partnership or trust organized and validly existing under the federal laws of Canada or any Province thereof or the laws of the United States of America or any State thereof or the District of Columbia and (B) expressly assume, by an indenture supplemental hereto, executed and delivered to the Trustee, in form satisfactory to the Trustee, all of the obligations of the with such other Guarantor ~~under the Guarantee (provided, however, that the Successor Guarantor shall not be required to execute and deliver~~ surviving such a supplemental indenture in the event of an amalgamation of the Guarantor with one or more other Persons, in which the amalgamation is governed by the laws of Canada or any province thereof, the Successor Guarantor and the Guarantor are, immediately prior to such amalgamation, organized and existing under the laws of Canada or any province thereof and upon the effectiveness of such amalgamation, the Successor Guarantor shall have become or shall continue to be (as the case may be), by operation of law, liable for the observance of all obligations of the Guarantor under the Guarantee); andmerger; (iii) if such Guarantor is designated an Unrestricted Subsidiary in accordance with this Supplemental Indenture or otherwise ceases to be a Restricted Subsidiary (including by way of liquidation or dissolution) in a transaction permitted by this Indenture; (iv) if either Legal Defeasance or Covenant Defeasance occurs with respect to such Notes in compliance with Article 7 of this Supplemental Indenture or the ~~Guarantor,~~ Company’s obligations under this Indenture are discharged in accordance with the terms of Section 8.01; (v) if such Guarantor ceases to be a Wholly Owned Restricted Subsidiary and such Guarantor is not otherwise required to provide a Subsidiary Guarantee of the Notes pursuant to the provisions described in Section 4.15; (vi) if such Guarantor is released or discharged as or otherwise ceases to be (A) a guarantor or a borrower under the Credit Agreement or (B) a guarantor of any other Indebtedness of the Company or any of its Restricted Subsidiaries with a principal amount in excess of $20.0 million and, in each case, such Guarantor is not otherwise required to provide a Subsidiary Guarantee of the ~~Successor Guarantor, as applicable, shall have delivered~~ Notes pursuant to the ~~Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such amalgamation, consolidation, merger, conveyance, transfer, lease~~ provisions described in Section 4.15; or ~~other disposition and, if a supplemental indenture is required in connection with such transaction~~ (~~or series of transactions), such supplemental indenture, comply with this Section 703(a~~vii) ~~and that all conditions precedent herein provided for relating to such transaction have been satisfied~~during any Covenant Suspension Period. (b) Upon any amalgamation, consolidation or merger, or any conveyance, transfer, lease or other disposition of the properties and assets of the Guarantor substantially as an entirety in accordance with Section 703(a), the Successor Guarantor shall succeed to, and be substituted for, and may exercise every right and power of, the Guarantor under this Supplemental Indenture and the Indenture with the same effect as if such Successor Guarantor had been named as the Guarantor herein; and thereafter, except in the case of a lease, the Guarantor shall be released and relieved from all of its obligations under this Article Seven, and the Guarantee shall be terminated and be of no further force or effect.

Appears in 1 contract

Samples: Twelfth Supplemental Indenture (TreeHouse Foods, Inc.)

Release of Guarantor. ~~(a) In addition to the release provisions set forth in the Indenture, subject to Section 702(d), the~~ The Guarantor ~~shall~~ will be released and relieved ~~from all~~ of its obligations under this Article ~~Seven~~6, and the Guarantee ~~shall~~ will be ~~terminated and be of no further force or effect~~terminated, upon the Company’s request ~~of the Company~~ (without the consent of the Trustee) if: (a) the Company notifies each debt rating agency known to it which has assigned a rating to the applicable series of Notes and which is designated by the Commission as a “Nationally Recognized Statistical Rating Organization” (a “Participating NRSRO”) and the Trustee of its intention to exercise the option to terminate the Guarantee of the applicable series of Notes at least 45 days prior to the proposed date of such termination (the “Release Date”); (b) on the proposed Release Date, ~~immediately after giving effect~~ the Company delivers to the Trustee an Officers’ Certificate stating that it has satisfied each of the four conditions listed in subsection (c) below; and (c) at the time of such release (and ~~termination (and, if applicable, any transaction in connection therewith, including~~ any other concurrent release, termination, repayment or discharge of any other guarantee or other ~~Debt~~ debt of the Guarantor), (i) the Guarantor shall not be the primary obligor or guarantor with respect to any Indebtedness, other than Indebtedness which in the aggregate does not exceed an amount equal to 10% of Consolidated Net Tangible Assets, (ii) the rating assigned to the Notes by at least two Participating NRSROs (or if there is only one Participating NRSRO, by that one Participating NRSRO) is within one of the ratings categories assigned by them designating “investment grade” corporate debt securities, (iii) at least two Participating NRSROs (or if there is only one Participating NRSRO, that one Participating NRSRO) have affirmed that the rating assigned by them to the Notes shall not be downgraded as a result of the termination of the Guarantee, or notice thereof and (iv) no Default or Event of Default has occurred and is continuing under the Original Indenture. Notwithstanding the above provision, the Guarantee of the Guarantor may not be released pursuant to the above provision if, immediately after the release, the Guarantor remains (i) a guarantor in respect of any of the Company’s existing public debt securities outstanding on the date hereof, or (ii) an obligor on any intercompany Indebtedness which has been pledged by the Company ~~would~~ for the benefit of any holders of any of the Company’s existing public debt securities outstanding on the date hereof. It will be an Event of Default if, at any time following release of the Guarantee, (i) the Guarantor or any successor thereof has been for a period of not less than 30 consecutive days, the primary obligor or guarantor with respect to Indebtedness in ~~compliance~~ an aggregate amount which exceeds 10% of Consolidated Net Tangible Assets, (ii) the Guarantor has not, within such 30-day period, provided to the Trustee a Guarantee on substantially the same terms and conditions as the original Guarantee that ranks pari passu with ~~Section 504 hereof~~the unsecured and unsubordinated Indebtedness of the Guarantor and (iii) on the 30th day of such 30-day period the Guarantor was a subsidiary of the Company. In addition, ~~including in~~ the ~~event~~ Guarantor will be released and relieved of a its obligations under this Article 6, and the Guarantee will be terminated, upon the Company’s request (without the consent of the Trustee): (a) upon the sale or other disposition ~~as a result~~ (including by way of amalgamation, consolidation, statutory plan of arrangement or merger) of the Guarantor, including the sale or disposition of capital stock of the Guarantor, following which the Guarantor ~~would cease to be~~ is no longer a Subsidiary., (b) ~~In order to effect~~ upon the release and termination provided for in Section 702(a), the Company shall furnish to the Trustee an Officers’ Certificate stating that, immediately after giving effect to such release and termination (as well as any concurrent release, termination, repayment or discharge of any other guarantee or other Debt of the Guarantor), the Company will be in compliance with Section 504 hereof. In the event that the release and termination is in connection with a sale or other disposition ~~as a result~~ of ~~which~~ all or substantially all the assets (including by way of amalgamation, consolidation, statutory plan of arrangement or merger) of the Guarantor, (c) upon defeasance or covenant defeasance of the Notes pursuant to Article 15 of the Original Indenture, or (d) upon the full satisfaction of the Company’s obligations under the Original Indenture and this Fourth Supplemental Indenture, unless, in the case of (a) or (b) above, immediately after the release, the Guarantor ~~would cease to be~~ remains (i) a ~~Subsidiary~~guarantor in respect of any of the Company’s existing public debt securities outstanding on the date hereof, or (ii) an obligor on any intercompany Indebtedness which has been pledged by the Company for the benefit of any holders of any of the Company’s existing public debt securities outstanding on the date hereof, after giving pro forma effect ~~shall be given~~ to such sale or other disposition (including the application of any proceeds therefrom~~) in determining~~ ). At the request of the Company~~’s compliance with Section 504 and~~, ~~accordingly, the amount of Debt~~ and subject to ~~the Guarantee~~ Sections 102 and ~~any other Debt~~ 103 of the ~~Guarantor shall be excluded from any calculation thereunder. Notwithstanding any provision to the contrary in the Indenture or this Supplemental~~ Base Indenture, no opinion, report or certificate, other than the Officers’ Certificate provided for in this Section 702(b), need be furnished to the Trustee for such release and termination. After its receipt of the aforementioned Officers’ Certificate, the Trustee shall execute ~~any documents reasonably requested by either~~ and deliver an appropriate instrument evidencing such release. Other than in accordance with the ~~Company or~~ release provisions of this Section 6.1.6, the Guarantor ~~in order to evidence the release of the Guarantor~~ will not be released from its payment obligations under ~~the~~ its Guarantee ~~under this Article Seven. (c) No supplemental indenture,~~ and no amendment or waiver ~~shall~~of these release provisions will be permitted except, ~~without~~ in each case, with the consent of the Holder of each Outstanding Note, release the Guarantor from any of its obligations under Section 701, other than in accordance with the provisions of this Section 702 or the other release provisions set forth in the Indenture, or amend or modify the release provisions of this Section 702. (d) Notwithstanding the release provisions of Section 702(a), the Guarantor shall not be released from its obligations under this Article Seven and the Guarantee will not be terminated if, immediately after such release and termination (and, if applicable, after giving effect to any transaction to occur concurrently therewith), the Guarantor remains a co-obligor with or a guarantor for, as applicable, the obligations outstanding Note of the ~~Company under any Existing Note. SECTION 703. AMALGAMATION, CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE~~affected series. (a) Unless the Guarantor has been released, or in connection with such transaction will be released, from its obligations under the Guarantee in accordance with the provisions of Section 702 hereof or any other release provision set forth in the Indenture, the Guarantor shall not amalgamate or consolidate with or merge with or into any other Person or convey, transfer, lease or otherwise dispose of its properties and assets substantially as an entirety to any Person by liquidation, winding-up or otherwise (in one transaction or a series of related transactions) unless: (i) immediately after giving effect to such transaction (and treating any Debt which becomes an obligation of the Guarantor or a Subsidiary of the Guarantor in connection with or as a result of such transaction as having been incurred at the time of such transaction), no Default or Event of Default shall have occurred and be continuing; (ii) either (x) the Guarantor shall be the continuing Person or (y) the Person (if other than the Guarantor) formed by such amalgamation or consolidation or into which the Guarantor is merged or the Person which acquires by conveyance, transfer, lease or other disposition the properties and assets of the Guarantor substantially as an entirety (the “Successor Guarantor”) shall, unless the Successor Guarantor is the Company, (A) be a corporation, company, partnership or trust organized and validly existing under the federal laws of Canada or any Province thereof or the laws of the United States of America or any State thereof or the District of Columbia and (B) expressly assume, by an indenture supplemental hereto, executed and delivered to the Trustee, in form satisfactory to the Trustee, all of the obligations of the Guarantor under the Guarantee (provided, however, that the Successor Guarantor shall not be required to execute and deliver such a supplemental indenture in the event of an amalgamation of the Guarantor with one or more other Persons, in which the amalgamation is governed by the laws of Canada or any province thereof, the Successor Guarantor and the Guarantor are, immediately prior to such amalgamation, organized and existing under the laws of Canada or any province thereof and upon the effectiveness of such amalgamation, the Successor Guarantor shall have become or shall continue to be (as the case may be), by operation of law, liable for the observance of all obligations of the Guarantor under the Guarantee); and (iii) the Guarantor, the Company or the Successor Guarantor, as applicable, shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such amalgamation, consolidation, merger, conveyance, transfer, lease or other disposition and, if a supplemental indenture is required in connection with such transaction (or series of transactions), such supplemental indenture, comply with this Section 703(a) and that all conditions precedent herein provided for relating to such transaction have been satisfied. (b) Upon any amalgamation, consolidation or merger, or any conveyance, transfer, lease or other disposition of the properties and assets of the Guarantor substantially as an entirety in accordance with Section 703(a), the Successor Guarantor shall succeed to, and be substituted for, and may exercise every right and power of, the Guarantor under this Supplemental Indenture and the Indenture with the same effect as if such Successor Guarantor had been named as the Guarantor herein; and thereafter, except in the case of a lease, the Guarantor shall be released and relieved from all of its obligations under this Article Seven, and the Guarantee shall be terminated and be of no further force or effect.

Appears in 1 contract

Samples: Fourth Supplemental Indenture (Teck Resources LTD)

Release of Guarantor. (a) In addition to the release provisions set forth in the Indenture, subject to Section 702(d), ~~the Guarantor~~ RCCI shall be released and relieved from all of its obligations under this Article Seven, and ~~the~~ RCCI’s Guarantee shall be terminated and be of no further force or effect, upon the request of the Company (without the consent of the Trustee) if, immediately after giving effect to such release and termination (and, if applicable, any transaction in connection therewith, including any other concurrent release, termination, repayment or discharge of any other guarantee or other Debt of ~~the Guarantor~~RCCI), the Company would be in compliance with Section 504 hereof, including in the event of a sale or other ~~disposition~~ transaction as a result of which ~~the Guarantor~~ RCCI would cease to be a Subsidiary. (b) In order to effect the release and termination provided for in Section 702(a), the Company shall furnish to the Trustee an Officers’ Certificate stating that, immediately after giving effect to such release and termination (as well as any concurrent release, termination, repayment or discharge of any other guarantee or other Debt of ~~the Guarantor~~RCCI), the Company will be in compliance with Section 504 hereof. In the event that the release and termination is in connection with a sale or other ~~disposition~~ transaction as a result of which ~~the Guarantor~~ RCCI would cease to be a Subsidiary, pro forma effect shall be given to such ~~disposition~~ transaction (including the application of any proceeds therefrom) in determining the Company’s compliance with Section 504 and, accordingly, the amount of Debt subject to the Guarantee of RCCI and any other Debt of ~~the Guarantor~~ RCCI shall be excluded from any calculation thereunder. Notwithstanding any provision to the contrary in the Indenture or this Supplemental Indenture, no opinion, report or certificate, other than the Officers’ Certificate provided for in this Section 702(b), need be furnished to the Trustee for such release and termination. After its receipt of the aforementioned Officers’ Certificate, the Trustee shall execute any documents reasonably requested by either the Company or ~~the Guarantor~~ RCCI in order to evidence the release of ~~the Guarantor~~ RCCI from its obligations under the Guarantee under this Article Seven. (c) No supplemental indenture, amendment or waiver shall, without the consent of the Holder of each Outstanding Note, release ~~the Guarantor~~ RCCI from any of its obligations under Section 701, other than in accordance with the provisions of this Section 702 or the other release provisions set forth in the Indenture, or amend or modify the release provisions of this Section 702. (d) Notwithstanding the release provisions of Section 702(a), ~~the Guarantor~~ RCCI shall not be released from its obligations under this Article Seven and the Guarantee will not be terminated if, immediately after such release and termination (and, if applicable, after giving effect to any transaction to occur concurrently therewith), ~~the Guarantor~~ RCCI remains a ~~co-obligor~~ co−obligor with or a guarantor for, as applicable, the obligations of the Company under any Existing Note. (e) Notwithstanding the release provisions of this Section 702, any Person added as a Guarantor at the option of the Company pursuant to Section 801(f) of the Indenture may be released at the option of the Company at any time upon such conditions as may be specified in the supplement to this Supplemental Indenture pursuant to which such added Guarantor provided its Guarantee. No opinion, report or certificate, other than the Officers’ Certificate provided for in this Section 702(b), need be furnished to the Trustee for a release and termination pursuant to this Section 702(e). Nothing in this Section 702(e) shall modify or amend the release provisions applicable to RCCI pursuant to clauses (a) through (e) of this Section 702. SECTION ~~703.~~ 703 AMALGAMATION, CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE. (a) Unless ~~the Guarantor~~ RCCI has been released, or in connection with such transaction will be released, from its obligations under the Guarantee in accordance with the provisions of Section 702 hereof or any other release provision set forth in the Indenture, ~~the Guarantor~~ RCCI shall not amalgamate or consolidate with or merge with or into any other Person or convey, transfer, lease or otherwise dispose of its properties and assets substantially as an entirety to any Person by liquidation, ~~winding-up~~ winding−up or otherwise (in one transaction or a series of related transactions) unless: (i) immediately after giving effect to such transaction (and treating any Debt which becomes an obligation of ~~the Guarantor~~ RCCI or a Subsidiary of ~~the Guarantor~~ RCCI in connection with or as a result of such transaction as having been incurred at the time of such transaction), no Default or Event of Default shall have occurred and be continuing; (ii) either (x) ~~the Guarantor~~ RCCI shall be the continuing Person or (y) the Person (if other than ~~the Guarantor~~RCCI) formed by such amalgamation or consolidation or into which ~~the Guarantor~~ RCCI is merged or the Person which acquires by conveyance, transfer, lease or other disposition the properties and assets of ~~the Guarantor~~ RCCI substantially as an entirety (the “Successor Guarantor”) shall, unless the Successor Guarantor is the Company, (A) be a corporation, company, partnership or trust organized and validly existing under the federal laws of Canada or any Province thereof or the laws of the United States of America or any State thereof or the District of Columbia and (B) expressly assume, by an indenture supplemental hereto, executed and delivered to the Trustee, in form satisfactory to the Trustee, all of the obligations of ~~the Guarantor~~ RCCI under the Guarantee (provided, however, that the Successor Guarantor shall not be required to execute and deliver such a supplemental indenture in the event of an amalgamation of ~~the Guarantor~~ RCCI with one or more other Persons, in which the amalgamation is governed by the laws of Canada or any province thereof, the Successor Guarantor and ~~the Guarantor~~ RCCI are, immediately prior to such amalgamation, organized and existing under the laws of Canada or any province thereof and upon the effectiveness of such amalgamation, the Successor Guarantor shall have become or shall continue to be (as the case may be), by operation of law, liable for the observance of all obligations of ~~the Guarantor~~ RCCI under the Guarantee); and (iii) ~~the Guarantor~~RCCI, the Company or the Successor Guarantor, as applicable, shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such amalgamation, consolidation, merger, conveyance, transfer, lease or other disposition and, if a supplemental indenture is required in connection with such transaction (or series of transactions), such supplemental indenture, comply with this Section 703(a) and that all conditions precedent herein provided for relating to such transaction have been satisfied. (b) Upon any amalgamation, consolidation or merger, or any conveyance, transfer, lease or other disposition of the properties and assets of ~~the Guarantor~~ RCCI substantially as an entirety in accordance with Section 703(a), the Successor Guarantor shall succeed to, and be substituted for, and may exercise every right and power of, ~~the Guarantor~~ RCCI under this Supplemental Indenture and the Indenture with the same effect as if such Successor Guarantor had been named as ~~the~~ a Guarantor herein; and thereafter, except in the case of a lease, ~~the Guarantor~~ RCCI shall be released and relieved from all of its obligations under this Article Seven, and ~~the~~ RCCI’s Guarantee shall be terminated and be of no further force or effect.

Appears in 1 contract

Samples: Nineteenth Supplemental Indenture (Rogers Communications Inc)

Release of Guarantor. (a) ~~In addition~~ Upon any sale or disposition (by -------------------- merger or otherwise) of a Subsidiary Guarantor to ~~the release provisions set forth in the Indenture~~a Person other than Borrower or another Subsidiary Guarantor, ~~subject~~ pursuant to ~~Section 702(d), the Guarantor shall be released~~ a transaction that is otherwise permitted by and relieved from all of its obligations under this Article Seven, and the Guarantee shall be terminated and be of no further force or effect, upon the request of the Company (without the consent of the Trustee) if, immediately after giving effect to such release and termination (and, if applicable, any transaction in connection therewith, including any other concurrent release, termination, repayment or discharge of any other guarantee or other Debt of the Guarantor), the Company would be in compliance with ~~Section 504 hereof~~the Loan Documents, ~~including in~~ such Subsidiary Guarantor shall automatically and without further action by Administrative Agent or any Lender be released from its obligations as a Subsidiary Guarantor hereunder. The Administrative Agent shall (and each Lender hereby irrevocably authorizes Administrative Agent to) deliver an appropriate instrument evidencing such release upon (i) compliance with all provisions of the ~~event~~ Loan Documents with respect to such sale or disposition and (ii) receipt of a ~~sale or other disposition as a result of which the Guarantor would cease to be a Subsidiary~~request from Borrower certifying such compliance. (b) ~~In order~~ Each Subsidiary Guarantor that may from time to ~~effect the release and termination provided for in Section 702(a), the Company shall furnish to the Trustee~~ time be designated as an Officers’ Certificate stating that, immediately after giving effect to such release and termination (as well as any concurrent release, termination, repayment or discharge of any other guarantee or other Debt of the Guarantor), the Company will be in compliance with Section 504 hereof. In the event that the release and termination is in connection with a sale or other disposition as a result of which the Guarantor would cease to be a Subsidiary, pro forma effect shall be given to such disposition (including the application of any proceeds therefrom) in determining the Company’s compliance with Section 504 and, accordingly, the amount of Debt subject to the Guarantee and any other Debt of the Guarantor shall be excluded from any calculation thereunder. Notwithstanding any provision to the contrary in the Indenture or this Supplemental Indenture, no opinion, report or certificate, other than the Officers’ Certificate provided for in this Section 702(b), need be furnished to the Trustee for such release and termination. After its receipt of the aforementioned Officers’ Certificate, the Trustee shall execute any documents reasonably requested by either the Company or the Guarantor in order to evidence the release of the Guarantor from its obligations under the Guarantee under this Article Seven. (c) No supplemental indenture, amendment or waiver shall, without the consent of the Holder of each Outstanding Note, release the Guarantor from any of its obligations under Section 701, other than Unrestricted Subsidiary in accordance with the provisions of this Section 702 or the other release provisions set forth in the Indenture, or amend or modify the release provisions of this Section 702. (d) Notwithstanding the release provisions of Section 702(a), the Guarantor Agreement shall ~~not~~ be released from its ~~obligations under this Article Seven~~ guarantee as a Subsidiary Guarantor hereunder for so long as it remains an Unrestricted Subsidiary. The Administrative Agent shall (and ~~the Guarantee will not be terminated if, immediately after~~ each Lender hereby irrevocably authorizes Administrative Agent to) deliver an appropriate instrument evidencing such release ~~and termination~~ upon (~~and, if applicable, after giving effect~~ i) the satisfaction of all requirements hereunder with respect to any ~~transaction to occur concurrently therewith), the~~ such designation and (ii) receipt by Administrative Agent of certified resolutions of Borrower's Board of Directors designating such Subsidiary Guarantor ~~remains a co-obligor with or a guarantor for,~~ as ~~applicable, the obligations of the Company under any Existing Note. SECTION 703. AMALGAMATION, CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE~~an Unrestricted Subsidiary. (ac) ~~Unless the Guarantor has been released, or in connection with such transaction will be released, from its obligations under the Guarantee in accordance with the provisions of Section 702 hereof or~~ If at any ~~other release provision set forth in the Indenture, the~~ time any Subsidiary Guarantor shall not amalgamate or consolidate with or merge with or into any other Person or convey, transfer, lease or otherwise dispose of its properties and assets substantially as an entirety to any Person by liquidation, winding-up or otherwise (in one transaction or a series of related transactions) unless: (i) immediately after giving effect to such transaction (and treating any Debt which becomes an obligation of the Guarantor or a Subsidiary of the Guarantor in connection with or no longer qualify as a ~~result of such transaction as having been incurred at the time of such transaction)~~Material Restricted Subsidiary, ~~no Default or~~ then, provided that an Event of Default shall not have occurred and be continuing; (ii) either (x) the Guarantor shall be the continuing Person or (y) the Person (if other than the Guarantor) formed by such amalgamation or consolidation or into which the Guarantor is merged or the Person which acquires by conveyance, transfer, lease or other disposition the properties and assets of the Guarantor substantially as an entirety (the “Successor Guarantor”) shall, unless the Successor Guarantor is the Company, (A) be a corporation, company, partnership or trust organized and validly existing under the federal laws of Canada or any Province thereof or the laws of the United States of America or any State thereof or the District of Columbia and (B) expressly assume, by an indenture supplemental hereto, executed and delivered to the Trustee, in form satisfactory to the Trustee, all of the obligations of the Guarantor under the Guarantee (provided, however, that the Successor Guarantor shall not be required to execute and deliver such a supplemental indenture in the event of an amalgamation of the Guarantor with one or more other Persons, in which the amalgamation is governed by the laws of Canada or any province thereof, the Successor Guarantor and the Guarantor are, immediately prior to such amalgamation, organized and existing under the laws of Canada or any province thereof and upon the ~~effectiveness~~ request of Borrower to Administrative Agent, Administrative Agent shall (and each Lender hereby irrevocably authorizes Administrative Agent to) release such ~~amalgamation, the Successor~~ Subsidiary Guarantor shall have become or shall continue to be (as the case may be), by operation of law, liable for the observance of all obligations of the Guarantor under the Guarantee); and (iii) the Guarantor, the Company or the Successor Guarantor, as applicable, shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such amalgamation, consolidation, merger, conveyance, transfer, lease or other disposition and, if a supplemental indenture is required in connection with such transaction (or series of transactions), such supplemental indenture, comply with this Section 703(a) and that all conditions precedent herein provided for relating to such transaction have been satisfied. (b) Upon any amalgamation, consolidation or merger, or any conveyance, transfer, lease or other disposition of the properties and assets of the Guarantor substantially as an entirety in accordance with Section 703(a), the Successor Guarantor shall succeed to, and be substituted for, and may exercise every right and power of, the Guarantor under this Supplemental Indenture and the Indenture with the same effect as if such Successor Guarantor had been named as the Guarantor herein; and thereafter, except in the case of a lease, the Guarantor shall be released and relieved from ~~all of~~ its obligations ~~under this Article Seven, and the Guarantee shall be terminated and be of no further force or effect~~as a Subsidiary Guarantor hereunder.

Appears in 1 contract

Samples: Credit Agreement (Nuevo Energy Co)

Common use of Release of Guarantor Clause in Contracts