Release of Guarantor. (a) Upon (i) the sale (including any sale pursuant to any exercise of remedies by a holder of Senior Indebtedness of the Company or of such Subsidiary Guarantor) or other disposition (including by way of consolidation or merger) of a Subsidiary Guarantor, (ii) the sale or disposition of all or substantially all the assets of such Subsidiary Guarantor, (iii) upon the designation of such Subsidiary Guarantor as an Unrestricted Subsidiary pursuant to the terms of this Indenture or (iv) in connection with any sale of Capital Stock of a Subsidiary Guarantor to a Person in accordance with this Indenture that results in such Subsidiary Guarantor no longer being a Restricted Subsidiary (PROVIDED that after giving effect to such sale, such former Subsidiary Guarantor shall have no Guarantees outstanding of any Indebtedness of the Company or any Restricted Subsidiary), such Subsidiary Guarantor shall be deemed released from all obligations under this Article 11 without any further action required on the part of the Trustee or any Holder, in each case other than a sale or disposition involving the Rexnord Operating Company and other than a sale or disposition to the Company or a Subsidiary of the Company. In the case of clauses (i), (ii) and (iv) above, the Company shall provide an Officers' Certificate to the Trustee to the effect that the Company will comply with its obligations under Section 4.06. At the request of the Company, the Trustee shall execute and deliver an appropriate instrument evidencing such release.
Appears in 1 contract
Release of Guarantor. Pursuant to the Guarantee Agreement, the Guarantors will jointly and severally guarantee the Borrower's obligations under this Agreement and the Loans on an unsubordinated basis. Each Guarantor may consolidate with or merge into or sell its assets to the Borrower or another Guarantor that is a Wholly Owned Subsidiary of the Borrower without limitation, or with other Persons to the extent not prohibited by this Agreement. The Guarantee of a Guarantor will be released without the necessity of any further action by the Administrative Agent or any Lender in the event that:
(a) Upon
(i) the sale sale, disposition or other transfer (including any sale pursuant to any exercise through merger or consolidation) of remedies by a holder of Senior Indebtedness all of the Company Capital Stock (or of such Subsidiary Guarantor) any sale, disposition or other disposition (including by way transfer of consolidation Capital Stock following which the applicable Guarantor is no longer a Subsidiary), or merger) of a Subsidiary Guarantor,
(ii) the sale or disposition of all or substantially all the assets assets, of the applicable Guarantor if such Subsidiary Guarantorsale, disposition or other transfer is made in compliance with the applicable provisions of this Agreement,
(iiib) upon the designation of such Borrower designates any Subsidiary that is a Guarantor as an Unrestricted Subsidiary pursuant to in accordance with the terms provisions of this Indenture Agreement set forth under Section 8.2 and the definition of "Unrestricted Subsidiary," or
(ivc) in connection with the case of any sale Subsidiary which after the Closing Date is required to guarantee the Loans pursuant to Section 8.9, the release or discharge of Capital Stock of a Subsidiary Guarantor to a Person in accordance with this Indenture that results in the guarantee by such Subsidiary Guarantor no longer being a Restricted Subsidiary (PROVIDED that after giving effect to such sale, such former Subsidiary Guarantor shall have no Guarantees outstanding of any Indebtedness of the Company Borrower or any Restricted Subsidiary), Subsidiary of the Borrower or such Subsidiary Guarantor shall be deemed released from all obligations under this Article 11 without any further action required on or the part repayment of the Trustee or any HolderIndebtedness, in each case other than a sale or disposition involving case, which resulted in the Rexnord Operating Company and other than a sale or disposition obligation to guarantee the Company or a Subsidiary of the Company. In Loans; and
(2) in the case of clauses clause (i), (ii) and (iv1)(a) above, the Company shall provide an Officers' Certificate to the Trustee to the effect that the Company will comply with such Guarantor is released from its obligations under Section 4.06. At the request of the Companyguarantee, if any, of, and all pledges and security, if any, granted in connection with, the Trustee shall execute Credit Agreement and deliver an appropriate instrument evidencing such releasethe Existing Notes.
Appears in 1 contract
Samples: Senior Bridge Loan Agreement (Activant Solutions Inc /De/)
Release of Guarantor. Any Guarantor will be released and relieved of any obligations under its Note Guarantee:
(a) Upon
(i) the sale (including in connection with any sale pursuant to any exercise of remedies by a holder of Senior Indebtedness of the Company or of such Subsidiary Guarantor) or other disposition (including by way of consolidation or merger) of a Subsidiary Guarantor,
(ii) the sale or disposition of all or substantially all of the assets of that Guarantor (including by way of merger or consolidation) to a Person that is not (either before or after giving effect to such transaction) the Issuer or a Restricted Subsidiary Guarantor,of the Issuer, if the sale or other disposition of all or substantially all of the assets of that Guarantor 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, the Existing Secured Notes and any other Indebtedness of the Issuer or any Restricted Subsidiary of the Issuer;
(iiib) upon in connection with any sale of all of the designation Capital Stock of a Guarantor to a Person that is not (either before or after giving effect to such transaction) the Issuer or a Restricted Subsidiary of the Issuer, if the sale of all such Capital Stock of that Guarantor 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, the Existing Secured Notes and any other Indebtedness of the Issuer or any Restricted Subsidiary of the Issuer;
(c) if the Issuer properly designates any Restricted Subsidiary that is a Guarantor as an Unrestricted Subsidiary pursuant to the terms of this Indenture orSubsidiary;
(ivd) in connection with any sale of Capital Stock of a Subsidiary Guarantor to a Person in accordance with this Indenture that results in such Subsidiary the Guarantor no longer being a Restricted Subsidiary of the Issuer, if the sale of such Capital Stock of that Guarantor complies with Section 4.13, including the application of the Net Proceeds therefrom;
(PROVIDED that after giving effect to e) if the Issuer exercises its Legal Defeasance option or its Covenant Defeasance option as described in Section 8.02 or if its obligations under this Indenture are discharged in accordance with the terms of this Indenture; or
(f) if the Guarantee by such saleGuarantor, if any, granted by such former Subsidiary Guarantor shall have no Guarantees outstanding of any in connection with all Indebtedness of the Company Issuer or any Restricted SubsidiarySubsidiary 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 Credit Agreement), such Subsidiary Guarantor shall be deemed released from all obligations under this Article 11 without any further action required on the part of the Trustee or any Holder, in each case other than a sale or disposition involving the Rexnord Operating Company and other than a sale or disposition to the Company or a Subsidiary of the Company. In the case of clauses (i), (ii) and (iv) above, the Company shall provide an Officers' Certificate to the Trustee to the effect that the Company will comply with its obligations under Section 4.06. At the request of the Company, the Trustee shall execute and deliver an appropriate instrument evidencing such releasehave been released.
Appears in 1 contract
Samples: Indenture (Nortek Inc)
Release of Guarantor. (a) Upon
Any Guarantor will be released and relieved of any obligations under its Note Guarantee, (i) the sale (including any sale pursuant to any exercise of remedies by a holder of Senior Indebtedness of the Company or of such Subsidiary Guarantor) or other disposition (including by way of consolidation or merger) of a Subsidiary Guarantor,
(ii) the sale or disposition of all or substantially all the assets of such Subsidiary Guarantor,
(iii) upon the designation of such Subsidiary Guarantor as an Unrestricted Subsidiary pursuant to the terms of this Indenture or
(iv) in connection with any sale or other disposition of all of the Capital Stock of a Subsidiary that Guarantor to a Person in accordance with this Indenture that results in such Subsidiary Guarantor no longer being a Restricted Subsidiary is not (PROVIDED that either before or after giving effect to such sale, such former Subsidiary Guarantor shall have no Guarantees outstanding of any Indebtedness of the Company or any transaction) a Restricted Subsidiary), such Subsidiary Guarantor shall be deemed released from all obligations under this Article 11 without any further action required on the part of the Trustee or any Holder, in each case other than a sale or disposition involving the Rexnord Operating Company and other than a sale or disposition to the Company or a Subsidiary of the Company. In , if the case sale of clauses (i), all such Capital Stock of that Guarantor complies with Section 4.10 hereof; (ii) if the Company properly designates that Guarantor as an Unrestricted Subsidiary under this Indenture (iii) if such Subsidiary Guarantor ceases to be a Substantially Wholly-Owned Restricted Subsidiary; provided that if such Subsidiary subsequently becomes a Substantially Wholly-Owned Restricted Subsidiary, such Subsidiary shall again become a Subsidiary Guarantor and execute a supplemental indenture; (iv) abovesimultaneously with the liquidation or dissolution of any Subsidiary Guarantor that, on such date of liquidation or dissolution, has assets with an aggregate Fair Market Value of less than $10,000; or (v) upon the legal defeasance of the Notes in accordance with Section 8.02. Upon delivery by the Company shall provide to the Trustee of an Officers' Certificate to the Trustee and an Opinion of Counsel to the effect that the Company will comply with its obligations under Section 4.06. At the request one of the Companyforegoing requirements has been satisfied and the conditions to the release of a Guarantor under this Section 10.05 have been met, the Trustee shall execute any documents reasonably required in order to evidence the release of such Guarantor from its obligations under its Note Guarantee.
(b) Any Guarantor not released from its obligations under its Note Guarantee shall remain liable for the full amount of principal of and deliver an appropriate instrument evidencing such releaseinterest and Liquidated Damages, if any, on the Notes and for the other obligations of any Guarantor under this Indenture as provided in this Article Ten.
Appears in 1 contract
Samples: Indenture (Venture Holdings, Inc.)
Release of Guarantor. (a) UponA Guarantor shall be automatically released from its obligations under its Note Guarantee and its obligations under this Indenture:
(i1) in the sale (including any sale pursuant to any exercise event of remedies by a holder of Senior Indebtedness of the Company or dissolution of such Subsidiary Guarantor) or other disposition (including by way of consolidation or merger) of a Subsidiary Guarantor,;
(ii2) the sale or disposition of all or substantially all the assets of if such Subsidiary Guarantor,Guarantor ceases to be a Domestic Subsidiary, when it first ceases to be a Domestic Subsidiary;
(iii3) if such Guarantor ceases to be a Wholly Owned Subsidiary, when it first ceases to be a Wholly Owned Subsidiary;
(4) upon the designation substantially simultaneous release, discharge or termination of the guarantee by such Guarantor of the Material Subject Debt (including, for the avoidance of doubt, any release, discharge or termination that would be conditioned only on the release, discharge or termination of such Subsidiary Guarantor as an Unrestricted Subsidiary pursuant to Note Guarantee or of the terms guarantee of this Indenture other Material Subject Debt); or
(iv5) in connection with any sale upon the exercise of Capital Stock of a Subsidiary Guarantor the legal defeasance option or covenant defeasance option pursuant to a Person Sections 9.02 or 9.03 hereof, as applicable, or if the obligations under this Indenture are discharged in accordance with the terms hereof; or
(6) in the case of any Subsidiary that becomes a Guarantor pursuant to clause (b) under Section 4.06 of this Indenture that results Indenture, in any other circumstance described in the applicable supplemental indenture pursuant to which such Subsidiary becomes a Guarantor. The Trustee shall execute any documents reasonably requested by the Issuer or a Guarantor no longer being a Restricted Subsidiary (PROVIDED that after giving effect in order to evidence the release of such sale, such former Subsidiary Guarantor shall have no Guarantees outstanding of any Indebtedness of from its obligations under its Note Guarantee endorsed on the Company or any Restricted Subsidiary), such Subsidiary Guarantor shall be deemed released from all obligations Notes and under this Article 11 without any further action required on the part of the Trustee or any Holder, in each case other than a sale or disposition involving the Rexnord Operating Company and other than a sale or disposition to the Company or a Subsidiary of the Company. In the case of clauses (i), (ii) and (iv) above, the Company shall provide an Officers' Certificate to the Trustee to the effect that the Company will comply with its obligations under Section 4.06. At the request of the Company, the Trustee shall execute and deliver an appropriate instrument evidencing such releaseTen.
Appears in 1 contract
Release of Guarantor. The Guarantee of any Restricted Subsidiary will be automatically and unconditionally released and discharged upon any of the following:
(a) Upon
(i) any sale, exchange or transfer by the sale (including Issuer or any sale pursuant Restricted Subsidiary to any exercise Person or Persons, as a result of remedies by which the Restricted Subsidiary is no longer a holder of Senior Indebtedness Subsidiary of the Company or of such Subsidiary Guarantor) or other disposition (including by way of consolidation or merger) Issuer, of a Subsidiary Guarantor,
(ii) majority of the sale Capital Stock of, or disposition of all or substantially all the assets of, such Restricted Subsidiary, which sale, exchange or transfer is made in accordance with the provisions of such Subsidiary Guarantor,this Indenture;
(iiib) upon the designation of such Restricted Subsidiary Guarantor as an Unrestricted Subsidiary pursuant to in accordance with the terms provisions of this Indenture Indenture; or
(ivc) in connection with the release or discharge of the guarantee by such Guarantor under any sale of Capital Stock of a Subsidiary Guarantor to a Person in accordance with this Indenture Credit Facility; provided that results in such Subsidiary Guarantor no longer being a Restricted Subsidiary (PROVIDED that after giving effect to such sale, such former Subsidiary Guarantor shall have no Guarantees outstanding of has not incurred any Indebtedness in reliance on its status as a Guarantor under Section 4.07 unless such Guarantor’s obligations under such Indebtedness so incurred are satisfied in full or simultaneously discharged or are otherwise permitted under one of the Company or any exceptions available to Restricted Subsidiary), Subsidiaries that are not Guarantors under the definition of “Permitted Indebtedness” at the time of such Subsidiary Guarantor shall be deemed released from all obligations under this Article 11 without any further action required on the part of the Trustee or any Holderrelease; provided, in each case other than a sale or disposition involving such case, that the Rexnord Operating Company and other than a sale or disposition to the Company or a Subsidiary of the Company. In the case of clauses (i), (ii) and (iv) above, the Company shall provide an Officers' Certificate Issuer has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for in this Indenture relating to the effect such transactions have been complied with and that the Company will comply with its obligations such release is authorized and permitted under Section 4.06. At the request of the Company, the Trustee shall execute and deliver an appropriate instrument evidencing such releasethis Indenture.
Appears in 1 contract
Release of Guarantor. (a) UponA Guarantor shall be automatically released from its obligations under its Note Guarantee and its obligations under this Indenture:
(i1) in the sale (including any sale pursuant to any exercise event of remedies by a holder of Senior Indebtedness of the Company or dissolution of such Subsidiary Guarantor) or other disposition (including by way of consolidation or merger) of a Subsidiary Guarantor,;
(ii2) the sale or disposition of all or substantially all the assets of if such Subsidiary Guarantor,Guarantor ceases to be a Domestic Subsidiary, when it first ceases to be a Domestic Subsidiary;
(iii3) if such Guarantor ceases to be a Wholly Owned Subsidiary, when it first ceases to be a Wholly Owned Subsidiary;
(4) upon the designation substantially simultaneous release, discharge or termination of the guarantee by such Subsidiary Guarantor as an Unrestricted Subsidiary pursuant to of the terms of this Indenture Material Subject Debt; or
(iv5) in connection with any sale upon the exercise of Capital Stock of a Subsidiary Guarantor the legal defeasance option or covenant defeasance option pursuant to a Person Sections 9.02 or 9.03 hereof, as applicable, or if the obligations under this Indenture are discharged in accordance with the terms hereof; or
(6) in the case of any Subsidiary that becomes a Guarantor pursuant to clause (b) under Section 4.06 of this Indenture that results Indenture, in any other circumstance described in the applicable supplemental indenture pursuant to which such Subsidiary becomes a Guarantor. The Trustee shall execute any documents reasonably requested by the Issuer or a Guarantor no longer being a Restricted Subsidiary (PROVIDED that after giving effect in order to evidence the release of such sale, such former Subsidiary Guarantor shall have no Guarantees outstanding of any Indebtedness of from its obligations under its Note Guarantee endorsed on the Company or any Restricted Subsidiary), such Subsidiary Guarantor shall be deemed released from all obligations Notes and under this Article 11 without any further action required on the part of the Trustee or any Holder, in each case other than a sale or disposition involving the Rexnord Operating Company and other than a sale or disposition to the Company or a Subsidiary of the Company. In the case of clauses (i), (ii) and (iv) above, the Company shall provide an Officers' Certificate to the Trustee to the effect that the Company will comply with its obligations under Section 4.06. At the request of the Company, the Trustee shall execute and deliver an appropriate instrument evidencing such releaseTen.
Appears in 1 contract
Release of Guarantor. (a) UponA Guarantor shall be deemed automatically and unconditionally released and discharged from all of its obligations under its Guarantee without any further action on the part of the Trustee or any Holder; if:
(i) the sale (including any sale pursuant Guarantor has sold all or substantially all of its assets to any exercise of remedies by a holder of Senior Indebtedness Person that is not an Affiliate of the Company or the Issuers and 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 owned by them to a Person that is not an Affiliate of the Company, in each case in a transaction in compliance with Sections 4.9 and 5.1 hereof to the extent applicable, provided that the Net Proceeds of such Subsidiary Guarantor) sale or other disposition (including by way of consolidation or merger) of a Subsidiary Guarantor,are applied in accordance with Section 4.9 hereof; or
(ii) the sale Guarantor merges with or disposition of into or consolidates with, or transfers all or substantially all of its assets to, an Issuer or another Guarantor in a transaction in compliance with Section 5.1 hereof; and in each such case, the assets Issuers have delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to such transactions and the release of such Subsidiary Guarantor,Guarantor have been complied with. The Trustee shall execute and deliver an appropriate instrument or instruments evidencing such release upon receipt of a Company Request.
(iiib) upon the designation of such Subsidiary A Guarantor as an Unrestricted Subsidiary pursuant to the terms of this Indenture or
(iv) in connection with any sale of Capital Stock of a Subsidiary Guarantor to a Person in accordance with this Indenture that results in such Subsidiary Guarantor no longer being is a Restricted Subsidiary (PROVIDED that after giving effect to such sale, such former Subsidiary Guarantor shall have no Guarantees outstanding of any Indebtedness of the Company or any Restricted other than a Significant Subsidiary), such Subsidiary Guarantor ) shall be deemed automatically and unconditionally released and discharged from all of its obligations under this Article 11 its Guarantee, without any further action required on the part of the Trustee or any Holder, in each case other than a sale upon the release or disposition involving the Rexnord Operating Company and other than a sale or disposition to the Company or a Subsidiary discharge of the Company. In Guarantee which resulted in the case creation of clauses (i), (ii) and (iv) above, the Company shall provide an Officers' Certificate to the Trustee to the effect that the Company will comply with its obligations under Section 4.06. At the request such Restricted Subsidiary's Guarantee of the CompanyNotes, the Trustee shall execute and deliver an appropriate instrument evidencing except a discharge or release by, or as a result of, payment under such releaseGuarantee.
Appears in 1 contract
Release of Guarantor. (a) Upon
No Guarantor may consolidate with or merge with or into (whether or not such Guarantor is the surviving Person), another Person whether or not 95 90 affiliated with such Guarantor unless (i) subject to the sale provisions of the following paragraph (including b), the Person formed by or surviving any sale such consolidation or merger (if other than such Guarantor) assumes all the obligations of such Guarantor, pursuant to any exercise of remedies by a holder of Senior Indebtedness supplemental indenture in form and substance reasonably satisfactory to the Trustee in respect of the Company or of Notes, this Indenture and such Subsidiary Guarantor) or other disposition (including by way of consolidation or merger) of a Subsidiary Guarantor,
's Guarantee, and (ii) immediately after giving effect to such transaction, no Default or Event of Default exists.
(b) In the event of a sale or other disposition of all or substantially all of the assets of such any Guarantor to a third party or an Unrestricted Subsidiary in a transaction that does not violate any of the covenants in this Indenture (including, without limitation, Section 4.21), by way of merger, consolidation or otherwise, or a sale or other disposition of all of the capital stock of any Guarantor,
(iii) upon , or the designation of such Subsidiary Guarantor as an Unrestricted Subsidiary pursuant to the terms of this Indenture or
(iv) in connection with any sale of Capital Stock of a Subsidiary Guarantor to a Person in accordance with this Indenture that results Indenture, then (i) in such Subsidiary Guarantor no longer being a Restricted Subsidiary (PROVIDED that after giving effect to such sale, such former Subsidiary Guarantor shall have no Guarantees outstanding the event of any Indebtedness of the Company or any Restricted Subsidiary), such Subsidiary Guarantor shall be deemed released from all obligations under this Article 11 without any further action required on the part of the Trustee or any Holder, in each case other than a sale or disposition involving other disposition, by way of such a merger, consolidation or otherwise, of all of the Rexnord Operating Company capital stock of such Guarantor, or in the event of such designation, such Guarantor will be released from and other than relieved of any obligations under its Guarantee, or (ii) in the event of a sale or other disposition to the Company or a Subsidiary of all of the Company. In the case assets of clauses (i), (ii) and (iv) abovesuch Guarantor, the Company shall provide an Officers' Certificate Person acquiring such assets will not be required to assume the Trustee to the effect that the Company will comply with obligations of such Guarantor under its obligations under Section 4.06. At the request of the Company, the Trustee shall execute and deliver an appropriate instrument evidencing such releaseGuarantee.
Appears in 1 contract
Samples: Indenture (Healthcor Holdings Inc)
Release of Guarantor. (a) Upon
(i) the sale (including any sale pursuant to any exercise of remedies by a holder of Senior Indebtedness of the Company or of such Subsidiary Guarantor) or other disposition (including by way of consolidation or merger) of a Subsidiary Guarantor,
(ii) the sale or disposition of all or substantially all the assets of such Subsidiary Guarantor,
(iii) upon the designation of such Subsidiary Guarantor as an Unrestricted Subsidiary pursuant to the terms of this Indenture or
(iv) in connection with any sale of Capital Stock of a Subsidiary Guarantor to a Person in accordance with this Indenture that results in such Subsidiary Guarantor no longer being a Restricted Subsidiary (PROVIDED that after giving effect to such sale, such former Subsidiary Guarantor shall have no Guarantees outstanding of any Indebtedness of the Company or any Restricted Subsidiary), such Subsidiary A Guarantor shall be deemed automatically released from all obligations under this Article 11 without any further action required on the part of the Trustee or any Holder, in each case other than a sale or disposition involving the Rexnord Operating Company and other than a sale or disposition to the Company or a Subsidiary of the Company. In the case of clauses (i), (ii) and (iv) above, the Company shall provide an Officers' Certificate to the Trustee to the effect that the Company will comply with Holders from its obligations under Section 4.06this Indenture and Guarantee:
(1) upon any sale, transfer or other disposition of all or substantially all of the assets of that Guarantor (including by way of merger or consolidation) to a Person that is not (either before or after giving effect to such transaction) OI Group or a Restricted Subsidiary of OI Group; or
(2) in connection with any sale, transfer or other disposition of all of the Capital Stock of a Guarantor to a Person that is not (either before or after giving effect to such transaction) OI Group or a Restricted Subsidiary of OI Group. At The Trustee shall receive written notice of the request release of any Guarantor if such release is effected and, at the direction of the Company, the Trustee shall execute and deliver an appropriate instrument evidencing such release.
(b) Upon the release of a guarantee by a Domestic Subsidiary under the Credit Agreement, the Guarantee of such Domestic Subsidiary under this Indenture will be released and discharged at such time and, at the direction of the Company, the Trustee shall, subject to the terms of this Indenture, execute an appropriate instrument evidencing such release.
(c) Upon the release and 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 Indenture will be released and discharged at such time; provided that in the case of a 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) 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 10.
Appears in 1 contract
Samples: Indenture (Owens-Illinois Group Inc)
Release of Guarantor. A Guarantor shall be released from its obligations under this Article 10 (other than any obligation that may have arisen under Section 10.07) without the consent of any holders:
(a) Upon
(i) the sale (including in connection with any sale pursuant to any exercise of remedies by a holder of Senior Indebtedness of the Company or of such Subsidiary Guarantor) or other disposition (including by way of consolidation or merger) of a Subsidiary Guarantor,
(ii) the sale or disposition of all or substantially all of the properties or assets of that Guarantor, by way of merger, consolidation or otherwise, to a Person that is not (either before or after giving effect to such Subsidiary Guarantor,transaction) the Company or any Restricted Subsidiary, if the sale or other disposition does not violate Section 4.07;
(iii) upon the designation of such Subsidiary Guarantor as an Unrestricted Subsidiary pursuant to the terms of this Indenture or
(ivb) in connection with any sale or other disposition of the Capital Stock of a Subsidiary that Guarantor to a Person in accordance with this Indenture that results in such Subsidiary Guarantor no longer being a Restricted Subsidiary is not (PROVIDED that either before or after giving effect to such saletransaction) the Company or any Restricted Subsidiary, such former if the sale or other disposition does not violate Section 4.07 and the Guarantor ceases to be a Restricted Subsidiary as a result of the sale or other disposition;
(c) if the Company designates any Restricted Subsidiary that is a Guarantor shall have no Guarantees outstanding to be an Unrestricted Subsidiary in accordance with the applicable provisions of this Indenture;
(d) if the Indebtedness which resulted in the obligations to Guarantee the Securities pursuant to Section 4.12 is repaid;
(e) upon the liquidation or dissolution of any Guarantor that does not constitute a Default or Event of Default;
(f) in the case of any Restricted Subsidiary which after the date of this Indenture is required to guarantee the Securities pursuant to Section 4.12, the release or discharge of the guarantee by such Restricted Subsidiary of all of the Indebtedness of the Company or any Restricted Subsidiary), such Subsidiary Guarantor shall be deemed released from or the repayment of all obligations under this Article 11 without any further action required on the part of the Trustee Indebtedness which resulted in the obligation to guarantee the Securities; or
(g) upon legal defeasance, covenant defeasance or any Holder, in each case other than a sale or disposition involving the Rexnord Operating Company satisfaction and other than a sale or disposition to the Company or a Subsidiary discharge of the Company. In the case of clauses (i), (ii) and (iv) above, the Company shall provide an Officers' Certificate to the Trustee to the effect that the Company will comply with its obligations this Indenture as provided under Section 4.06Article 8. At the request of the Company, the Trustee shall execute and deliver an appropriate instrument evidencing such release.
Appears in 1 contract
Release of Guarantor. A Guarantor will be released from its Guarantee and all other obligations under this Article 10 (aother than any obligation that may have arisen under Section 10.08) Uponand discharged:
(i1) the sale (including upon any sale pursuant to any exercise of remedies by a holder of Senior Indebtedness of the Company or of such Subsidiary Guarantor) sale, assignment, transfer, conveyance, exchange or other disposition (including by way of merger, consolidation or mergerotherwise) of Equity Interests of such Guarantor after which the applicable Guarantor is no longer a Subsidiary Guarantor,Restricted Subsidiary;
(ii2) the sale 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 Subsidiary Guarantor,Guarantor to a Person; provided that after such sale, assignment, transfer, conveyance, exchange or other disposition, such Guarantor is an Immaterial Subsidiary;
(iii3) 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 Guarantee pursuant to this Indenture;
(4) upon the designation of such Subsidiary Guarantor as an Unrestricted Subsidiary pursuant to in accordance with the terms of this Indenture orIndenture;
(iv5) if the Issuer exercises its legal defeasance option or covenant defeasance option, or if the obligations of the Issuer and the Guarantors under this Indenture are discharged pursuant to Section 8.01, upon such exercise or discharge;
(6) in connection with any sale the dissolution of Capital Stock of a Subsidiary such Guarantor to a Person under applicable law in accordance with this Indenture that results Indenture;
(7) as described in such Subsidiary Guarantor no longer being Article 9; or
(8) upon delivery of a Restricted Subsidiary (PROVIDED that after giving effect Suspension Event Notice pursuant to such sale, such former Subsidiary Guarantor shall have no Guarantees outstanding of any Indebtedness of the Company or any Restricted Subsidiary), such Subsidiary Guarantor shall be deemed released from all obligations under this Article 11 without any further action required on the part of the Trustee or any Holder, in each case other than a sale or disposition involving the Rexnord Operating Company and other than a sale or disposition to the Company or a Subsidiary of the Company. In the case of clauses (i), (ii) and (iv) above, the Company shall provide an Officers' Certificate to the Trustee to the effect that the Company will comply with its obligations under Section 4.06Suspension Event. At the request of the CompanyIssuer, the Trustee shall execute and deliver an appropriate such instrument reasonably requested by the Issuer evidencing such release.
Appears in 1 contract
Release of Guarantor. (a) UponThe Note Guarantee of a Guarantor shall be released:
(i) the sale (including if such Guarantor is not a guarantor of any sale pursuant to any exercise of remedies by a holder of Senior other Indebtedness of the Company or (other than if such Guarantor no longer guarantees any Indebtedness of the Company as a result of payment under any Guarantee of any such Indebtedness by any Guarantor); 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, under Section 4.09 be permitted to be incurred by a Restricted Subsidiary that is not a Guarantor) or other disposition (including by way of consolidation or merger) of a Subsidiary Guarantor,;
(ii) the sale or disposition of all or substantially all the assets of such Subsidiary Guarantor,
(iii) upon the designation of such Subsidiary Guarantor as an Unrestricted Subsidiary pursuant to the terms of this Indenture or
(iv) in connection with any sale or other disposition of all of the Capital Stock of a Subsidiary such Guarantor to a Person in accordance with this Indenture that results in such Subsidiary Guarantor no longer being a Restricted Subsidiary is not (PROVIDED that either before or after giving effect to such sale, such former Subsidiary Guarantor shall have no Guarantees outstanding of any Indebtedness of the Company or any transaction) a Restricted Subsidiary), such Subsidiary Guarantor shall be deemed released from all obligations under this Article 11 without any further action required on the part of the Trustee or any Holder, in each case other than a sale or disposition involving the Rexnord Operating Company and other than a sale or disposition to the Company or a Subsidiary of the Company. In Parent, if the sale of all such Capital Stock of that Guarantor complies with Section 4.10;
(iii) if the Parent properly designates any Restricted Subsidiary that is a Guarantor as an Unrestricted Subsidiary under this Indenture;
(iv) upon satisfaction and discharge of the Notes as set forth under Section 11.01 or upon defeasance of the Notes as set forth under Article 8; or
(v) solely in the case of clauses a Note Guarantee created 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 a discharge or release by or as a result of payment under such Guarantee.
(i), (iib) and (iv) above, the Company shall provide an Officers' Certificate to the Trustee to the effect that the Company will comply with Any Guarantor not released from its obligations under Section 4.06. At its Note Guarantee shall remain liable for the request full amount of principal of and interest and Additional Interest, if any, on the Company, Notes and for the Trustee shall execute and deliver an appropriate instrument evidencing such releaseother obligations of any Guarantor under this Indenture as provided in this Article Ten.
Appears in 1 contract
Samples: Indenture (Bon Ton Stores Inc)
Release of Guarantor. (a) UponIn addition to those set forth in Section 1304 of the Base Indenture, the Guarantee of the Notes of any Restricted Subsidiary will be automatically and unconditionally released and discharged if:
(i) the sale (including any sale pursuant such Guarantor is designated an Unrestricted Subsidiary in accordance with this Supplemental Indenture or otherwise ceases to any exercise of remedies by be a holder of Senior Indebtedness of the Company or of such Restricted Subsidiary Guarantor) or other disposition (including by way of consolidation liquidation or mergerdissolution) of in a Subsidiary Guarantor,transaction permitted by this Indenture;
(ii) such Guarantor is released or discharged as or otherwise ceases to be (A) a guarantor or a borrower under the sale Credit Agreement or disposition of all or substantially all the assets of such Subsidiary Guarantor,
(iiiB) upon the designation of such Subsidiary Guarantor as an Unrestricted Subsidiary pursuant to the terms of this Indenture or
(iv) in connection with any sale of Capital Stock of a Subsidiary Guarantor to a Person in accordance with this Indenture that results in such Subsidiary Guarantor no longer being a Restricted Subsidiary (PROVIDED that after giving effect to such sale, such former Subsidiary Guarantor shall have no Guarantees outstanding guarantor of any other Indebtedness of the Company or any of its Restricted Subsidiary)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 Notes pursuant to the provisions described in Section 4.15;
(iii) such Guarantor shall be deemed released from all merges with and into (i) the Company, with the Company surviving such merger or (ii) another Guarantor, with such other Guarantor surviving such merger;
(iv) the Company’s obligations under this Article 11 without any further action Indenture are discharged in accordance with the terms of Section 8.01; or
(v) such Guarantor ceases to be a Wholly Owned Restricted Subsidiary in accordance with this Indenture and such Guarantor is not otherwise required on the part to provide a Subsidiary Guarantee of the Trustee or any Holder, in each case other than a sale or disposition involving the Rexnord Operating Company and other than a sale or disposition Notes pursuant to Section 4.15.
(b) With respect to the Company or a Subsidiary Notes, Section 1304(ii) of the Company. In Base Indenture is deleted and replaced in its entirety by the case of clauses (i), (ii) and (iv) above, the Company shall provide an Officers' Certificate to the Trustee to the effect that the Company will comply with its obligations under Section 4.06. At the request of the Company, the Trustee shall execute and deliver an appropriate instrument evidencing such release.following:
Appears in 1 contract
Samples: Ninth Supplemental Indenture (TreeHouse Foods, Inc.)
Release of Guarantor. (a) Upon
(i) the sale (including any sale pursuant to any exercise of remedies by a holder of Senior Indebtedness of the Company or of such Subsidiary Guarantor) or other disposition (including by way of consolidation or merger) of a Subsidiary Guarantor,
(ii) the sale or disposition of all or substantially all the assets of such Subsidiary Guarantor,
(iii) upon the designation of such Subsidiary Guarantor as an Unrestricted Subsidiary pursuant to the terms of this Indenture or
(iv) in connection with any sale of Capital Stock of a Subsidiary Guarantor to a Person in accordance with this Indenture that results in such Subsidiary Guarantor no longer being a Restricted Subsidiary (PROVIDED that after giving effect to such sale, such former Subsidiary Guarantor shall have no Guarantees outstanding of any Indebtedness of the Company or any Restricted Subsidiary), such Subsidiary A Guarantor shall be deemed automatically released from all obligations under this Article 11 without any further action required on the part of the Trustee or any Holder, in each case other than a sale or disposition involving the Rexnord Operating Company and other than a sale or disposition to the Company or a Subsidiary of the Company. In the case of clauses (i), (ii) and (iv) above, the Company shall provide an Officers' Certificate to the Trustee to the effect that the Company will comply with Holders from its obligations under Section 4.06this Indenture and Guarantee:
(1) upon any sale, transfer or other disposition of all or substantially all of the assets of that Guarantor (including by way of merger or consolidation) to a Person that is not (either before or after giving effect to such transaction) OI Group or a Restricted Subsidiary of OI Group; or
(2) in connection with any sale, transfer or other disposition of all of the Capital Stock of a Guarantor to a Person that is not (either before or after giving effect to such transaction) OI Group or a Restricted Subsidiary of OI Group. At The Trustee shall receive written notice of the request release of any Guarantor if such release is effected and, at the direction of the Company, the Trustee shall execute and deliver an appropriate instrument evidencing such release.
(b) Upon the release of a guarantee by a Domestic Subsidiary under the Credit Agreement, the Guarantee of such Domestic Subsidiary under this Indenture will be released and discharged at such time and, at the direction of the Company, the Trustee shall, subject to the terms of this Indenture, execute an appropriate instrument evidencing such release.
(c) Upon the release and 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 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 Company, the Trustee shall execute an 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 this Article 10.
Appears in 1 contract
Samples: Indenture (Owens-Illinois Group Inc)
Release of Guarantor. (a) UponA Guarantor shall be released from its obligations under its Note Guarantee and its obligations under this Indenture and the Security Documents:
(i1) in the event of dissolution of such Guarantor;
(2) if such Guarantor is designated as an Unrestricted Subsidiary or otherwise ceases to be a Restricted Subsidiary, in each case in accordance with the provisions of this Indenture, upon effectiveness of such designation or when it first ceases to be a Restricted Subsidiary, respectively;
(3) upon the Legal Defeasance or Covenant Defeasance of the Notes or upon satisfaction and discharge of this Indenture, in each case pursuant to the provisions of Article Nine hereof; or
(4) upon (x) any sale, exchange or transfer (by merger or otherwise) of the Capital Stock of such Guarantor (including any sale, exchange or transfer after which the applicable Guarantor is no longer a Restricted Subsidiary), (y) the sale (including any sale pursuant to any exercise of remedies by a holder of Senior Indebtedness of the Company or of such Subsidiary Guarantor) or other disposition (including by way of consolidation or merger) of a Subsidiary Guarantor,
(ii) the sale or disposition of all or substantially all of the assets of such Subsidiary Guarantor,
Guarantor or (iiiz) upon the designation of such Subsidiary Guarantor as an Unrestricted Subsidiary pursuant ceasing to the terms of this Indenture or
(iv) in connection with any sale of Capital Stock of be a Subsidiary Guarantor to a Person in accordance with this Indenture that results in such Subsidiary Guarantor no longer being a wholly owned first tier Domestic Restricted Subsidiary (PROVIDED that after giving effect to such sale, such former Subsidiary Guarantor shall have no Guarantees outstanding of any Indebtedness of the Company or any Restricted Subsidiary), such Subsidiary Guarantor shall be deemed released from all obligations under this Article 11 without any further action required on the part of the Trustee or any Holder, in each case other than a sale or disposition involving the Rexnord Operating Company and other than a sale or disposition to the Company or a Subsidiary of the Company. In the case of clauses (i), (ii) in each case, in compliance with this Indenture, including Section 4.08 and (iv) aboveArticle Five; and in each such case, the Company shall provide an Officers' Certificate Issuers have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to such transactions have been complied with and that such release is authorized and permitted hereunder. The Trustee shall execute any documents reasonably requested by the effect that Issuers or a Guarantor in order to evidence the Company will comply with release of such Guarantor from its obligations under Section 4.06. At its Note Guarantee endorsed on the request of the Company, the Trustee shall execute Notes and deliver an appropriate instrument evidencing such releaseunder this Article Ten.
Appears in 1 contract
Release of Guarantor. (a) UponA Note Guarantee of a Guarantor shall be automatically and unconditionally released and discharged:
(i1) the sale (including in connection with any sale pursuant to any exercise of remedies by a holder of Senior Indebtedness of the Company or of such Subsidiary Guarantor) sale, transfer or other disposition (including by way of consolidation or merger) of a Subsidiary Guarantor,
(ii) the sale or disposition of all or substantially all the assets of such Guarantor (including by way of merger or consolidation) to a Person that is not (either before or after giving effect to such transaction) BPR or a Restricted Subsidiary Guarantor,of BPR, if the sale or other disposition does not violate the provisions of Section 5.01 hereof;
(iii2) upon the designation in connection with any sale or other disposition of Equity Interests of such Guarantor, after which such Guarantor is no longer a Subsidiary of BPR, to a Person that is not (either before or after giving effect to such transaction) BPR or a Restricted Subsidiary of BPR, if the sale or other disposition does not violate the provisions of Sections 4.09 and 5.01 hereof;
(3) if BPR designates such Guarantor as to be an Unrestricted Subsidiary pursuant to the terms of this Indenture;
(4) upon legal defeasance, covenant defeasance or satisfaction and discharge of this Indenture as described under Article 8 hereof;
(5) upon the liquidation or dissolution of such Guarantor; provided that no Default or Event of Default has occurred and is continuing;
(6) upon the full and final payment of the Notes and performance of all Obligations of the Issuer and the Guarantors under the Note Documents;
(7) upon the consolidation or merger of such Guarantor with and into any Issuer or another Guarantor (provided that such Issuer or other Guarantor is the surviving Person in such consolidation or merger) or upon the liquidation of such Guarantor following the transfer of all of its assets to the Issuer or another Guarantor;
(8) upon the release or discharge of the Guarantee by such Guarantor of the Credit Facilities except if such release or discharge is by or as a result of payment by such Guarantor under such Guarantee; or
(iv9) in connection with any sale of Capital Stock of a Subsidiary Guarantor to a Person in accordance with this Indenture that results in such Subsidiary Guarantor no longer being a Restricted Subsidiary (PROVIDED that after giving effect to such sale, such former Subsidiary Guarantor shall have no Guarantees outstanding of any Indebtedness of the Company or any Restricted Subsidiary), such Subsidiary Guarantor shall be deemed released from all obligations as described under this Article 11 without any further action required on the part of the Trustee or any Holder, in each case other than a sale or disposition involving the Rexnord Operating Company and other than a sale or disposition to the Company or a Subsidiary of the Company. In the case of clauses (i), (ii) and (iv) above, the Company shall provide an Officers' Certificate to the Trustee to the effect that the Company will comply with its obligations under Section 4.06. At the request of the Company, the Trustee shall execute and deliver an appropriate instrument evidencing such release9 hereof.
Appears in 1 contract
Release of Guarantor. The Guarantee of any Restricted Subsidiary will be automatically and unconditionally released and discharged upon any of the following:
(a) Upon
(i) any sale, exchange or transfer by the sale (including Issuer or any sale pursuant Restricted Subsidiary to any exercise Pxxxx or Persons, as a result of remedies by which the Restricted Subsidiary is no longer a holder of Senior Indebtedness Subsidiary of the Company or of such Subsidiary Guarantor) or other disposition (including by way of consolidation or merger) Issuer, of a Subsidiary Guarantor,
(ii) majority of the sale Capital Stock of, or disposition of all or substantially all the assets of, such Restricted Subsidiary, which sale, exchange or transfer is made in accordance with the provisions of such Subsidiary Guarantor,this First Supplemental Indenture;
(iiib) upon the designation of such Restricted Subsidiary Guarantor as an Unrestricted Subsidiary pursuant to in accordance with the terms provisions of this Indenture First Supplemental Indenture; or
(ivc) in connection with the release of such Restricted Subsidiary’s Guarantee under any sale of Capital Stock of a Subsidiary Guarantor to a Person in accordance with this Indenture Credit Facility; provided that results in such Subsidiary Guarantor no longer being a Restricted Subsidiary (PROVIDED that after giving effect to such sale, such former Subsidiary Guarantor shall have no Guarantees outstanding of has not incurred any Indebtedness in reliance on its status as a Guarantor under Section 4.09 unless such Guarantor’s obligations under such Indebtedness so incurred are satisfied in full or simultaneously discharged or are otherwise permitted under one of the Company or any exceptions available to Restricted Subsidiary), Subsidiaries that are not Guarantors under the definition of “Permitted Indebtedness” at the time of such Subsidiary Guarantor shall be deemed released from all obligations under this Article 11 without any further action required on the part of the Trustee or any Holderrelease; provided, in each case other than a sale or disposition involving such case, that the Rexnord Operating Company and other than a sale or disposition to the Company or a Subsidiary of the Company. In the case of clauses (i), (ii) and (iv) above, the Company shall provide an Officers' Certificate Issuer has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for in this First Supplemental Indenture relating to the effect such transactions have been complied with and that the Company will comply with its obligations such release is authorized and permitted under Section 4.06. At the request of the Company, the Trustee shall execute and deliver an appropriate instrument evidencing such releasethis First Supplemental Indenture.
Appears in 1 contract
Release of Guarantor. (a) Upon
Unless provided otherwise pursuant to Section 3.1, upon: (i) the sale (including any sale pursuant to any exercise of remedies by a holder of Senior Indebtedness of the Company or of such Subsidiary Guarantor) or other disposition (including by way of consolidation consolidation, amalgamation or merger) ), in one transaction or a series of related transactions, of a majority of the total voting power of the Capital Stock or other interests of a Subsidiary Guarantor,
Guarantor (other than to the Parent, the Issuer or any of their respective Subsidiaries as permitted by this Indenture); or (ii) the sale or other disposition of all or substantially all the assets of such Subsidiary Guarantor,
Guarantor (other than to the Parent, the Issuer or any of their respective Subsidiaries as permitted by this Indenture); or (iii) upon the designation if at any time when no Default or Event of such Subsidiary Guarantor as an Unrestricted Subsidiary pursuant Default has occurred and is continuing with respect to the terms Securities of this Indenture or
(iv) in connection with any sale of Capital Stock of a Subsidiary Guarantor to a Person in accordance with this Indenture that results in series so guaranteed, such Subsidiary Guarantor no longer guarantees (or which Guarantee is being a Restricted Subsidiary (PROVIDED that simultaneously released or will be immediately released after giving effect to such sale, such former Subsidiary Guarantor shall have no Guarantees outstanding of any Indebtedness the release of the Company Subsidiary Guarantor) the Debt of the Parent or any Restricted Subsidiary)the Issuer under (A) the Parent or the Issuer’s then-existing primary credit facility; (B) the Existing Notes; and (C) the Additional Debt, such Subsidiary Guarantor shall automatically be deemed released from all obligations under this Article 11 XVI without any further action required on the part of the Trustee or any Holder, in each case other than a sale or disposition involving the Rexnord Operating Company and other than a sale or disposition to the Company or a Subsidiary of the Company. In the case of clauses (i), (ii) and (iv) above, the Company shall provide an Officers' Certificate to the Trustee to the effect that the Company will comply with its obligations under Section 4.06. At the request of the CompanyIssuer, the Trustee shall execute and deliver an appropriate instrument instrument, including a supplemental indenture, delivered to it by the Issuer and reasonably acceptable to the Trustee, evidencing such release.
Appears in 1 contract
Samples: Indenture (Molson Coors Brewing Co)
Release of Guarantor. (a) UponA Guarantor shall be automatically released without any action on the part of the Trustee of the Holders from its obligations under this Indenture and Guarantee if:
(i1) the sale OI Group properly designates any Restricted Subsidiary that is a Guarantor as an Unrestricted Subsidiary;
(including 2) upon any sale pursuant to any exercise of remedies by a holder of Senior Indebtedness of the Company or of such Subsidiary Guarantor) or other disposition (including by way of consolidation or merger) of a Subsidiary Guarantor,
(ii) the sale or disposition of all or substantially all of the assets of such Subsidiary Guarantor,
that Guarantor (iiiincluding by way of merger or consolidation) upon the designation of such Subsidiary Guarantor as an Unrestricted Subsidiary pursuant to the terms of this Indenture or
(iv) in connection with any sale of Capital Stock of a Subsidiary Guarantor to a Person in accordance with this Indenture that results in such Subsidiary Guarantor no longer being a Restricted Subsidiary is not (PROVIDED that either before or after giving effect to such saletransaction) a Restricted Subsidiary of OI Group, if the sale or other disposition 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 Guarantor to a Person that is not (either before or after giving effect to such former transaction) a Restricted Subsidiary of OI Group, if the sale of all such Capital Stock of that Guarantor complies with Section 4.11 and Section 10.11. The Trustee shall have no Guarantees outstanding receive written notice of the release of any Indebtedness Guarantor if such release is effected other than under Section 10.11.
(b) Upon the release of a Guarantee by a Domestic Subsidiary under the Company or any Restricted Subsidiary)Credit Agreement, the Guarantee of such Domestic Subsidiary Guarantor shall be deemed released from all obligations under this Article 11 without any further action required on the part of the Trustee or any Holder, in each case other than a sale or disposition involving the Rexnord Operating Company Indenture will be released and other than a sale or disposition to the Company or a Subsidiary of the Company. In the case of clauses (i), (ii) discharged at such time and (iv) above, the Company shall provide an Officers' Certificate to the Trustee to the effect that the Company will comply with its obligations under Section 4.06. At the request of the Company, the Trustee shall execute and deliver an appropriate instrument evidencing such release. If any 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 10 and Section 4.17.
(c) A Guarantor shall be released from its obligations under this Indenture in accordance with an assignment of obligations to OI Inc. pursuant to Section 5.03 or in connection with the merger or consolidation of the Company or any of the Guarantors with or into any other of the Company, OI Group or any of the Guarantors or the sale, assignment, conveyance, transfer, lease or other disposition of assets between or among the Company, OI Group and any of the Guarantors, so long as such transaction complies with Article 4.
(b) Section 10.11 of the Indenture is hereby amended by deleting such Section 10.11 in its entirety and replacing it with the following Section 10.11:
Appears in 1 contract
Release of Guarantor. The Guarantee of any Restricted Subsidiary will be automatically and unconditionally released and discharged upon any of the following:
(a) Upon
(i) any sale, exchange or transfer by the sale (including Issuer or any sale pursuant Restricted Subsidiary to any exercise Xxxxx or Persons, as a result of remedies by which the Restricted Subsidiary is no longer a holder of Senior Indebtedness Subsidiary of the Company or of such Subsidiary Guarantor) or other disposition (including by way of consolidation or merger) Issuer, of a Subsidiary Guarantor,
(ii) majority of the sale Capital Stock of, or disposition of all or substantially all the assets of, such Restricted Subsidiary, which sale, exchange or transfer is made in accordance with the provisions of such Subsidiary Guarantor,this Second Supplemental Indenture;
(iiib) upon the designation of such Restricted Subsidiary Guarantor as an Unrestricted Subsidiary pursuant to in accordance with the terms provisions of this Indenture Second Supplemental Indenture; or
(ivc) in connection with the release of such Restricted Subsidiary’s Guarantee under any sale of Capital Stock of a Subsidiary Guarantor to a Person in accordance with this Indenture Credit Facility; provided that results in such Subsidiary Guarantor no longer being a Restricted Subsidiary (PROVIDED that after giving effect to such sale, such former Subsidiary Guarantor shall have no Guarantees outstanding of has not incurred any Indebtedness in reliance on its status as a Guarantor under Section 4.09 unless such Guarantor’s obligations under such Indebtedness so incurred are satisfied in full or simultaneously discharged or are otherwise permitted under one of the Company or any exceptions available to Restricted Subsidiary), Subsidiaries that are not Guarantors under the definition of “Permitted Indebtedness” at the time of such Subsidiary Guarantor shall be deemed released from all obligations under this Article 11 without any further action required on the part of the Trustee or any Holderrelease; provided, in each case other than a sale or disposition involving such case, that the Rexnord Operating Company and other than a sale or disposition to the Company or a Subsidiary of the Company. In the case of clauses (i), (ii) and (iv) above, the Company shall provide an Officers' Certificate Issuer has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for in this Second Supplemental Indenture relating to the effect such transactions have been complied with and that the Company will comply with its obligations such release is authorized and permitted under Section 4.06. At the request of the Company, the Trustee shall execute and deliver an appropriate instrument evidencing such releasethis Second Supplemental Indenture.
Appears in 1 contract
Release of Guarantor. A Guarantor shall be released from all of its obligations under its Guarantee if:
(a) Uponall of its Capital Stock is sold in a transaction in compliance with Section 4.8;
(ib) the sale (including any sale pursuant to any exercise of remedies by a holder of Senior Indebtedness of the Company or of such Subsidiary Guarantor) or other disposition (including by way of consolidation or merger) of a Subsidiary Guarantor,
(ii) the sale or disposition of all or substantially all of its assets are sold in a transaction in compliance with Section 4.8; provided that such Guarantor merges with and into or is liquidated into another Guarantor or the assets of such Subsidiary Guarantor,
(iii) upon the designation of such Subsidiary Guarantor as an Unrestricted Subsidiary pursuant to the terms of this Indenture Company; or
(ivc) in connection with any sale of Capital Stock the case of a Subsidiary Guarantor to a Person in accordance with this Indenture that results in such Subsidiary Guarantor no longer being Guarantee by a Restricted Subsidiary (PROVIDED that after giving effect to such sale, such former Subsidiary Guarantor shall have no Guarantees outstanding of any Indebtedness of the Company or any Restricted other than a Five Percent Subsidiary), the guarantee which resulted in the creation of such Subsidiary Guarantor shall be deemed Restricted Subsidiary's Guarantee is released from all obligations or discharged, except a discharge or release by, or as a result of, payment under this Article 11 without any further action required on the part of the Trustee or any Holder, in each case other than a sale or disposition involving the Rexnord Operating Company and other than a sale or disposition to the Company or a Subsidiary of the Companysuch guarantee. In the case of clauses (ia), (iib) and or (iv) abovec), such Guarantor has delivered to the Company shall provide Trustee an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to such transaction have been complied with. Each Guarantor that is designated as an Unrestricted Subsidiary in accordance with this Indenture shall be released from its Guarantee and the Trustee related obligations set forth in this Indenture so long as it remains an Unrestricted Subsidiary. Any Guarantees of Hercules and its Subsidiaries shall be unconditionally released and discharged upon the satisfaction of the conditions contained in the second proviso contained in the definition of "Non-Guarantor Restricted Subsidiary", such release to the effect that the Company will comply with its obligations under Section 4.06. At the request of be evidenced by a supplemental indenture executed by the Company, the Trustee shall execute Guarantors and deliver an appropriate instrument evidencing such releasethe Trustee.
Appears in 1 contract
Release of Guarantor. (a) Upon
No Guarantor may consolidate with or merge with or into (whether or not such Guarantor is the surviving Person), another Person whether or not affiliated with such Guarantor unless (i) subject to the sale provisions of the following paragraph (including b), the Person formed by or surviving any sale such consolidation or merger (if other than such Guarantor) assumes all the obligations of such Guarantor, pursuant to any exercise of remedies by a holder of Senior Indebtedness supplemental indenture in form and substance reasonably satisfactory to the Trustee in respect of the Company or of Notes, this Indenture and such Subsidiary Guarantor) or other disposition (including by way of consolidation or merger) of a Subsidiary Guarantor,
's Guarantee, and (ii) immediately after giving effect to such transaction, no Default or Event of Default exists.
(b) In the event of a sale or other disposition of all or substantially all of the assets of such any Guarantor to a third party or an Unrestricted Subsidiary in a transaction that does not violate any of the covenants in this Indenture (including, without limitation, Section 4.23), by way of merger, consolidation or otherwise, or a sale or other disposition of all of the Equity Interest of any Guarantor,
(iii) upon , or the designation of such Subsidiary Guarantor as an Unrestricted Subsidiary pursuant to the terms of this Indenture or
(iv) in connection with any sale of Capital Stock of a Subsidiary Guarantor to a Person in accordance with this Indenture that results Indenture, then (i) in such Subsidiary Guarantor no longer being a Restricted Subsidiary (PROVIDED that after giving effect to such sale, such former Subsidiary Guarantor shall have no Guarantees outstanding the event of any Indebtedness of the Company or any Restricted Subsidiary), such Subsidiary Guarantor shall be deemed released from all obligations under this Article 11 without any further action required on the part of the Trustee or any Holder, in each case other than a sale or disposition involving other disposition, by way of such a merger, consolidation or otherwise, of all of the Rexnord Operating Company Equity Interest of such Guarantor, or in the event of such designation, such Guarantor will be released from and other than relieved of any obligations under its Guarantee, or (ii) in the event of a sale or other disposition to the Company or a Subsidiary of all of the Company. In the case assets of clauses (i), (ii) and (iv) abovesuch Guarantor, the Company shall provide an Officers' Certificate Person acquiring such assets will not be required to assume the Trustee to the effect that the Company will comply with obligations of such Guarantor under its obligations under Section 4.06. At the request of the Company, the Trustee shall execute and deliver an appropriate instrument evidencing such releaseGuarantee.
Appears in 1 contract
Samples: Indenture (Healthcor Holdings Inc)
Release of Guarantor. A Guarantor will be released from its obligations under this Article 10 (a) Uponother than any obligation that may have arisen under Section 10.07)
(i1) in the case of a Subsidiary Guarantor, upon the sale (including any sale pursuant to any exercise of remedies by a holder of Senior Indebtedness of the Company or of such Subsidiary Guarantor) or other disposition (including by way of consolidation or merger) of a Subsidiary Guarantor,;
(ii2) in the sale or disposition case of all or substantially all the assets of such a Subsidiary Guarantor,
(iii) , upon the designation of such Subsidiary Guarantor as an Unrestricted Subsidiary pursuant to in accordance with the terms of this Indenture Indenture;
(3) upon the release or discharge of any Guarantee or other Indebtedness that resulted in the creation after the Issue Date of the Note Guarantee pursuant to Section 4.13 (except a discharge or release by or as a result of payment of Credit Agreement Obligations); provided that the Company provides an Officers’ Certificate to the Trustee certifying that no such Guarantee or other Indebtedness is outstanding and that the Company elects to have such Guarantor released from this Article 10; or
(iv4) in connection with any sale upon defeasance of Capital Stock the Securities pursuant to Article 8, or
(5) upon the full satisfaction of a Subsidiary Guarantor to a Person the Notes Obligations in accordance with the terms of this Indenture Indenture; provided, however, that results in such Subsidiary Guarantor no longer being a Restricted Subsidiary (PROVIDED that after giving effect to such sale, such former Subsidiary Guarantor shall have no Guarantees outstanding of any Indebtedness of the Company or any Restricted Subsidiary), such Subsidiary Guarantor shall be deemed released from all obligations under this Article 11 without any further action required on the part of the Trustee or any Holder, in each case other than a sale or disposition involving the Rexnord Operating Company and other than a sale or disposition to the Company or a Subsidiary of the Company. In the case of clauses (1) above, (i)) such sale or other disposition is made to a Person other than Symmetry or an Affiliate of Symmetry, (ii) such sale or disposition is otherwise permitted by this Indenture and (iviii) above, the Company shall provide provides an Officers' ’ Certificate to the Trustee to the effect that the Company will comply with its obligations under Section 4.06. At Upon delivery by the request Company to the Trustee of an Officers’ Certificate and an Opinion of Counsel to the Companyeffect that such release was made by the Company in accordance with the provisions of this Indenture, the Trustee shall execute and deliver an appropriate instrument evidencing such releaseany documents prepared by the Company reasonably required in order to evidence the release of any Guarantor from its Note Guarantee.
Appears in 1 contract
Samples: Indenture (Novamerican Steel Inc.)
Release of Guarantor. (a) UponA Guarantor shall be automatically released without any action on the part of the Trustee of the Holders from its obligations under this Indenture and Guarantee if:
(i1) the sale OI Group properly designates any Restricted Subsidiary that is a Guarantor as an Unrestricted Subsidiary;
(including 2) upon any sale pursuant to any exercise of remedies by a holder of Senior Indebtedness of the Company or of such Subsidiary Guarantor) or other disposition (including by way of consolidation or merger) of a Subsidiary Guarantor,
(ii) the sale or disposition of all or substantially all of the assets of such Subsidiary Guarantor,
that Guarantor (iiiincluding by way of merger or consolidation) upon the designation of such Subsidiary Guarantor as an Unrestricted Subsidiary pursuant to the terms of this Indenture or
(iv) in connection with any sale of Capital Stock of a Subsidiary Guarantor to a Person in accordance with this Indenture that results in such Subsidiary Guarantor no longer being a Restricted Subsidiary is not (PROVIDED that either before or after giving effect to such saletransaction) a Restricted Subsidiary of OI Group, if the sale or other disposition 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 Guarantor to a Person that is not (either before or after giving effect to such former transaction) a Restricted Subsidiary of OI Group, if the sale of all such Capital Stock of that Guarantor complies with Section 4.11 and Section 10.11. The Trustee shall have no Guarantees outstanding receive written notice of the release of any Indebtedness Guarantor if such release is effected other than under Section 10.11.
(b) Upon the release of a Guarantee by a Domestic Subsidiary under the Company or any Restricted Subsidiary)Credit Agreement, the Guarantee of such Domestic Subsidiary Guarantor shall be deemed released from all obligations under this Article 11 without any further action required on Indenture will be released and discharged at such time and, at the part of the Trustee or any Holder, in each case other than a sale or disposition involving the Rexnord Operating Company and other than a sale or disposition to the Company or a Subsidiary of the Company. In the case of clauses (i), (ii) and (iv) above, the Company shall provide an Officers' Certificate to the Trustee to the effect that the Company will comply with its obligations under Section 4.06. At the request direction of the Company, the Trustee shall execute and deliver an appropriate instrument evidencing such release. If any 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 10.
Appears in 1 contract
Samples: Indenture (Owens Illinois Group Inc)
Release of Guarantor. A Subsidiary Guarantor will be released from its obligations under this Article 10 (a) Uponother than any obligation that may have arisen under Section 10.08):
(i1) the sale (including upon any sale consolidation with or merger with or into, any Person by such Subsidiary Guarantor pursuant to any exercise of remedies by a holder of Senior Indebtedness of the Company or of such Subsidiary Guarantor) or other disposition (including by way of consolidation or merger) of a Subsidiary Guarantor,Section 5.01(b);
(ii2) upon the sale or disposition of all or substantially all a portion of the assets Capital Stock of such Subsidiary Guarantor,Guarantor such that such Subsidiary Guarantor ceases to be a Subsidiary, if the sale or other disposition does not violate Section 4.06;
(iii3) upon the designation of such Subsidiary Guarantor as an Unrestricted Subsidiary pursuant to in accordance with the terms of this Indenture Indenture;
(4) at such time as such Subsidiary Guarantor does not have any guarantees outstanding that would have required such Subsidiary Guarantor to enter into a Security Guarantee pursuant to Section 4.13;
(5) upon the exercise by the Company of the legal defeasance option or covenant defeasance option pursuant to Article 8; or
(iv6) in connection with any sale upon the discharge of Capital Stock of a Subsidiary Guarantor to a Person the Company’s obligations under this Indenture in accordance with this Indenture the terms hereof. provided, however, that results in such Subsidiary Guarantor no longer being a Restricted Subsidiary (PROVIDED that after giving effect to such sale, such former Subsidiary Guarantor shall have no Guarantees outstanding the case of any Indebtedness of the Company or any Restricted SubsidiarySection 10.07(1), if such Subsidiary Guarantor shall be deemed released from all obligations under this Article 11 without any further action required on other Person is not the part of the Trustee or any HolderParent, in each case other than a sale or disposition involving the Rexnord Operating Company and other than a sale or disposition to the Company or a Subsidiary Guarantor, such Person will not be required to assume all of the Company. In the case obligations of clauses such Subsidiary Guarantor in accordance with Section 5.01(b) if (i), ) such Person is not a Subsidiary of the Parent and (ii) and (iv) above, the Company shall provide Parent provides an Officers' ’ Certificate to the Trustee to the effect that the Company Parent will comply with its obligations under Section 4.06. At the request of the Company, the Trustee shall execute and deliver an appropriate instrument evidencing such release.
Appears in 1 contract
Samples: Indenture (William Lyon Homes)
Release of Guarantor. (a) UponA Guarantor shall be released from its obligations under its Note Guarantee and its obligations under this Indenture and the Security Documents:
(i1) in the event of dissolution of such Guarantor in accordance with the provisions of this Indenture, upon the effectiveness of such dissolution;
(2) if such Guarantor is designated as an Unrestricted Subsidiary or otherwise ceases to be a Restricted Subsidiary, in each case in accordance with Section 4.07 and the definition of “Unrestricted Subsidiary,” upon effectiveness of such designation or when it first ceases to be a Restricted Subsidiary, respectively;
(3) upon the Legal Defeasance or Covenant Defeasance of the Notes or upon satisfaction and discharge of this Indenture, in each case pursuant to the provisions of Article Nine hereof; or
(4) upon (x) any sale, exchange or transfer (by merger or otherwise) of the Capital Stock of such Guarantor (including any sale, exchange or transfer after which the applicable Guarantor is no longer a Restricted Subsidiary), (y) the sale (including any sale pursuant to any exercise of remedies by a holder of Senior Indebtedness of the Company or of such Subsidiary Guarantor) or other disposition (including by way of consolidation or merger) of a Subsidiary Guarantor,
(ii) the sale or disposition of all or substantially all of the assets of such Subsidiary Guarantor,
Guarantor or (iiiz) upon the designation of such Subsidiary Guarantor as an Unrestricted Subsidiary pursuant ceasing to the terms of this Indenture or
(iv) in connection with any sale of Capital Stock of be a Subsidiary Guarantor to a Person in accordance with this Indenture that results in such Subsidiary Guarantor no longer being a wholly owned first tier Domestic Restricted Subsidiary (PROVIDED that after giving effect to such sale, such former Subsidiary Guarantor shall have no Guarantees outstanding of any Indebtedness of the Company or any Restricted Subsidiary), such Subsidiary Guarantor shall be deemed released from all obligations under this Article 11 without any further action required on the part of the Trustee or any Holder, in each case other than a sale or disposition involving the Rexnord Operating Company and other than a sale or disposition to the Company or a Subsidiary of the Company. In the case of clauses (i), (ii) in each case, in compliance with this Indenture, including Section 4.08 and (iv) aboveArticle Five; and in each such case, the Company shall provide an Officers' Certificate Issuers have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to such transactions have been complied with and that such release is authorized and permitted hereunder. The Trustee shall execute any documents reasonably requested by the effect that Issuers or a Guarantor in order to evidence the Company will comply with release of such Guarantor from its obligations under Section 4.06. At its Note Guarantee endorsed on the request of the Company, the Trustee shall execute Notes and deliver an appropriate instrument evidencing such releaseunder this Article Ten.
Appears in 1 contract
Release of Guarantor. Any Guarantor will be released and relieved of any obligations under its Note Guarantee:
(a) Upon
(i) the sale (including in connection with any sale pursuant to any exercise of remedies by a holder of Senior Indebtedness of the Company or of such Subsidiary Guarantor) or other disposition (including by way of consolidation or merger) of a Subsidiary Guarantor,
(ii) the sale or disposition of all or substantially all of the assets of that Guarantor (including by way of merger or consolidation) to a Person that is not (either before or after giving effect to such transaction) a Restricted Subsidiary Guarantor,of the Issuer, if the sale or other disposition of all or substantially all of the assets of that Guarantor complies with Section 4.13, including the application of the Net Proceeds therefrom;
(iiib) upon in connection with any sale of all of the designation Capital Stock of a Guarantor to a Person that is not (either before or after giving effect to such transaction) a Restricted Subsidiary of the Issuer, if the sale of all such Capital Stock of that Guarantor complies with Section 4.13, including the application of the Net Proceeds therefrom;
(c) if the Issuer properly designates any Restricted Subsidiary that is a Guarantor as an Unrestricted Subsidiary pursuant to the terms of this Indenture orSubsidiary;
(ivd) in connection with any sale of Capital Stock of a Subsidiary Guarantor to a Person in accordance with this Indenture that results in such Subsidiary the Guarantor no longer being a Restricted Subsidiary of the Issuer, if the sale of such Capital Stock of that Guarantor complies with Section 4.13, including the application of the Net Proceeds therefrom;
(PROVIDED that after giving effect to e) if the Issuer exercises its Legal Defeasance option or its Covenant Defeasance option as described in Section 8.02 or if its obligations under this Indenture are discharged in accordance with the terms of this Indenture; or
(f) if the Guarantee by such saleGuarantor, if any, of, and all pledges and security interests, if any, granted by such former Subsidiary Guarantor shall have no Guarantees outstanding of any in connection with all Indebtedness of the Company Issuer or any Restricted SubsidiarySubsidiary the Guarantee of which by such Guarantor (or 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), such Subsidiary Guarantor shall be deemed released from all obligations under this Article 11 without any further action required on the part of the Trustee or any Holder, in each case other than a sale or disposition involving the Rexnord Operating Company and other than a sale or disposition to the Company or a Subsidiary of the Company. In the case of clauses (i), (ii) and (iv) above, the Company shall provide an Officers' Certificate to the Trustee to the effect that the Company will comply with its obligations under Section 4.06. At the request of the Company, the Trustee shall execute and deliver an appropriate instrument evidencing such releasehave been released.
Appears in 1 contract
Samples: Indenture (Nortek Inc)
Release of Guarantor. (a) Upon
(i) the sale (including any sale pursuant to any exercise of remedies by a holder of Senior Indebtedness of the Company or of such Subsidiary Guarantor) or other disposition (including by way of consolidation or merger) of a Subsidiary Guarantor,
(ii) the sale or disposition of all or substantially all the assets of such Subsidiary Guarantor,
(iii) upon the designation of such Subsidiary Guarantor as an Unrestricted Subsidiary pursuant to the terms of this Indenture or
(iv) in connection with any sale of Capital Stock of a Subsidiary Guarantor to a Person in accordance with this Indenture that results in such Subsidiary Guarantor no longer being a Restricted Subsidiary (PROVIDED that after giving effect to such sale, such former Subsidiary Guarantor shall have no Guarantees outstanding of any Indebtedness of the Company or any Restricted Subsidiary), such Subsidiary A Guarantor shall be deemed automatically released from all obligations under this Article 11 without any further action required on the part of the Trustee or any Holder, in each case other than a sale or disposition involving the Rexnord Operating Company and other than a sale or disposition to the Company or a Subsidiary of the Company. In the case of clauses (i), (ii) and (iv) above, the Company shall provide an Officers' Certificate to the Trustee to the effect that the Company will comply with Holders from its obligations under this Indenture and Guarantee 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 all or substantially all of the assets of that Guarantor (including by way of merger or consolidation) to a Person that is not (either before or after giving effect to such transaction) a Restricted Subsidiary of OI Group, if the sale or other disposition of all or substantially all of the assets of that Guarantor complies with Section 4.064.11 and Section 10.11; or
(3) upon any sale of all of the Capital Stock of a Guarantor to a Person that is not (either before or after giving effect to such transaction) a Restricted Subsidiary of OI Group, if the sale of all such Capital Stock of that Guarantor complies with Section 4.11 and Section 10.11. At The Trustee shall receive written notice of the request release of any Guarantor if such release is effected other than under Section 10.11.
(b) Upon the release of a Guarantee by a Domestic Subsidiary under the Credit Agreement, the Guarantee of such Domestic Subsidiary under this Indenture will be released and discharged at such time and, at the direction of the Company, the Trustee shall execute and deliver an appropriate instrument evidencing such release. If any 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 10.
Appears in 1 contract
Samples: Indenture (Owens-Illinois Group Inc)
Release of Guarantor. Any Guarantee by a Subsidiary Guarantor of the Notes shall be automatically and unconditionally released and discharged: (a1)
(A) Upon
upon any sale, exchange or transfer (by merger or otherwise) of (i) the sale Capital Stock of such Subsidiary Guarantor (including any sale pursuant to any exercise of remedies by sale, exchange or transfer) after which the applicable Subsidiary Guarantor is no longer a holder of Senior Indebtedness of the Company Restricted Subsidiary or of such Subsidiary Guarantor) or other disposition (including by way of consolidation or merger) of a Subsidiary Guarantor,
(ii) the sale or disposition of all or substantially all of the assets of such Subsidiary 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);
(iiiB) if such Guarantor no longer guarantees or is otherwise obligated under the Senior Secured Term Loan or the Convertible Notes, other than any release or discharge resulting from the payment or redemption in full of the Senior Secured Term Loan or the Convertible Notes;
(C) upon the designation of any such Subsidiary Guarantor as an Unrestricted Subsidiary pursuant to in compliance with the terms applicable provisions of this Indenture orIndenture;
(ivD) in connection with any sale upon the exercise of Capital Stock the Legal Defeasance of a Subsidiary Guarantor to a Person 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 Indenture;
(E) upon the merger or consolidation of such Guarantor with and into the Issuer or a Guarantor that results is the surviving Person in such Subsidiary merger or consolidation, or upon the liquidation of such Guarantor no longer being a Restricted Subsidiary (PROVIDED that after giving effect to such sale, such former Subsidiary Guarantor shall have no Guarantees outstanding following the transfer of any Indebtedness all of the Company or any Restricted Subsidiary), such Subsidiary Guarantor shall be deemed released from all obligations under this Article 11 without any further action required on the part of the Trustee or any Holder, in each case other than a sale or disposition involving the Rexnord Operating Company and other than a sale or disposition its assets to the Company Issuer or a Subsidiary of the Company. In the case of clauses Guarantor;
(i), (iiF) and (iv) above, the Company shall provide an Officers' Certificate to the Trustee to the effect that the Company will comply with its obligations as described under Section 4.06. At the request of the Company, the Trustee shall execute and deliver an appropriate instrument evidencing such release.9.01 or 9.02; and
Appears in 1 contract
Samples: Indenture (Gannett Co., Inc.)
Release of Guarantor. (a) UponA Guarantor shall be released from all of its obligations under its Note Guarantee and its obligations under this Indenture and the Security Documents:
(i1) in the event of a sale (including any sale pursuant to any exercise of remedies by a holder of Senior Indebtedness of the Company or of such Subsidiary Guarantor) or other disposition (including by way of consolidation or merger) of a Subsidiary Guarantor,
(ii) the sale or disposition of all or substantially all of the assets of such Subsidiary Guarantor,, by way of merger, consolidation or otherwise, or a sale or other disposition of all of the Equity Interests of such Guarantor then held by the Issuer and the Restricted Subsidiaries;
(iii2) upon the designation of if such Subsidiary Guarantor is designated as an Unrestricted Subsidiary pursuant or otherwise ceases to the terms of this Indenture or
(iv) in connection with any sale of Capital Stock of a Subsidiary Guarantor to a Person in accordance with this Indenture that results in such Subsidiary Guarantor no longer being be a Restricted Subsidiary (PROVIDED that after giving effect to such sale, such former Subsidiary Guarantor shall have no Guarantees outstanding of any Indebtedness of the Company or any Restricted Subsidiary), such Subsidiary Guarantor shall be deemed released from all obligations under this Article 11 without any further action required on the part of the Trustee or any Holder, in each case other than in accordance with the provisions of this Indenture, upon effectiveness of such designation or when it first ceases to be a sale Restricted Subsidiary;
(3) if such Guarantor is released from or disposition involving the Rexnord Operating Company and other than a sale or disposition otherwise ceases to the Company or a Subsidiary guarantee any Credit Facility of the CompanyIssuer or any other Guarantor;
(4) in the event of the defeasance or discharge of this Indenture as described under Sections 9.01, 9.02 and 9.03; or
(5) dissolution of such Guarantor, provided no Default or Event of Default has occurred that is continuing. In Upon delivery by the case of clauses (i), (ii) and (iv) above, the Company shall provide an Officers' Certificate Issuer to the Trustee of an Officers’ Certificate and an Opinion of Counsel to the effect that the Company will comply with its obligations under Section 4.06. At the request one of the Companyforegoing 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 and deliver an appropriate instrument evidencing any documents reasonably required in order to evidence the release of such releaseGuarantor from its obligations under its Note Guarantee.
Appears in 1 contract
Samples: Indenture (Hercules Offshore, Inc.)
Release of Guarantor. A Guarantor shall be automatically and unconditionally released and discharged from its obligations under this Article 10 (a) Uponother than any obligation that may have arisen under Section 10.07):
(i1) in the sale (including any sale pursuant to any exercise of remedies by a holder of Senior Indebtedness event all of the Company or of such Subsidiary Guarantor) or other disposition (including by way of consolidation or merger) Capital Stock of a Subsidiary Guarantor,
(ii) Guarantor is sold, disposed of, spun-off or otherwise transferred by the sale Company, or disposition of all or substantially all of the assets of a Guarantor are sold, disposed of or otherwise transferred; provided that such Subsidiary Guarantor,sale or spin-off complies with Section 4.06 and in connection therewith the Company delivers to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions provided for in this Indenture relating to such transaction have been complied with;
(iii2) upon the designation by the Company of such Restricted Subsidiary that is a Guarantor as an Unrestricted Subsidiary in accordance with the provisions of this Indenture;
(3) upon the release or discharge of any Guarantee or Indebtedness that resulted in the creation after the Issue Date of the Guarantee pursuant to Section 4.10; or
(4) the Company’s exercise of Legal Defeasance or Covenant Defeasance as described under Article 8 or if the Company’s obligations under this Indenture are discharged in accordance with the terms of this Indenture or
(iv) in connection with any sale of Capital Stock of a Subsidiary Guarantor to a Person in accordance with this Indenture that results in such Subsidiary Guarantor no longer being a Restricted Subsidiary (PROVIDED that after giving effect to such sale, such former Subsidiary Guarantor shall have no Guarantees outstanding of any Indebtedness of the Company or any Restricted Subsidiary), such Subsidiary Guarantor shall be deemed released from all obligations under this Article 11 without any further action required on the part of the Trustee or any Holder, in each case other than a sale or disposition involving the Rexnord Operating Company and other than a sale or disposition to the Company or a Subsidiary of the Company. In the case of clauses (i), (ii) and (iv) above, the Company shall provide an Officers' Certificate to the Trustee to the effect that the Company will comply with its obligations under Section 4.06Indenture. At the request of the Company, together with an Officers’ Certificate and Opinion of Counsel, the Trustee shall execute and deliver an appropriate instrument evidencing such release. Upon the release of a Guarantor from its Guarantee, such Guarantor will also be automatically and unconditionally released from its obligations under the Security Documents.
Appears in 1 contract
Samples: Indenture (LSB Industries Inc)
Release of Guarantor. (a) Upon
(i) the sale (including any sale pursuant to any exercise of remedies by a holder of Senior Indebtedness of the Company or of such Subsidiary Guarantor) or other disposition (including by way of consolidation or merger) of a Subsidiary Guarantor,
(ii) the sale or disposition of all or substantially all the assets of such Subsidiary Guarantor,
(iii) upon the designation of such Subsidiary Guarantor as an Unrestricted Subsidiary pursuant to the terms of this Indenture or
(iv) in connection with any sale of Capital Stock of a Subsidiary Guarantor to a Person in accordance with this Indenture that results in such Subsidiary Guarantor no longer being a Restricted Subsidiary (PROVIDED that after giving effect to such sale, such former Subsidiary Guarantor shall have no Guarantees outstanding of any Indebtedness of the Company or any Restricted Subsidiary), such Subsidiary A Guarantor shall be deemed automatically released from all obligations under this Article 11 without any further action required on the part of the Trustee or any Holder, in each case other than a sale or disposition involving the Rexnord Operating Company and other than a sale or disposition to the Company or a Subsidiary of the Company. In the case of clauses (i), (ii) and (iv) above, the Company shall provide an Officers' Certificate to the Trustee to the effect that the Company will comply with Holders from its obligations under Section 4.06this Indenture and Guarantee:
(1) upon any sale, transfer or other disposition of all or substantially all of the assets of that Guarantor (including by way of merger or consolidation) to a Person that is not (either before or after giving effect to such transaction) OI Group or a Restricted Subsidiary of OI Group; or
(2) in connection with any sale, transfer or other disposition of all of the Capital Stock of a Guarantor to a Person that is not (either before or after giving effect to such transaction) OI Group or a Restricted Subsidiary of OI Group. At The Trustee shall receive written notice of the request release of any Guarantor if such release is effected.
(b) Upon the release of a guarantee by a Domestic Subsidiary under the Credit Agreement, the Guarantee of such Domestic Subsidiary under this Indenture will be released and discharged at such time and, at the direction of the Company, the Trustee shall execute and deliver an appropriate instrument evidencing such release.
(c) Upon the release and 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 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 Company, the Trustee shall execute an 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 this Article 10.
Appears in 1 contract
Samples: Indenture (Owens-Illinois Group Inc)
Release of Guarantor. A Subsidiary Guarantor shall be released automatically from its obligations under this Article 10 (aother than any obligation that may have arisen under Section 10.07 hereof) Uponupon:
(i1) the sale (including any sale pursuant to any exercise of remedies by a holder of Senior Indebtedness of the Company or of such Subsidiary Guarantor) or other disposition (including by way of consolidation or merger) of a Subsidiary Guarantor,, including the sale or disposition of Capital Stock of a Subsidiary Guarantor, following which such Subsidiary Guarantor is no longer a Subsidiary of the Issuer; or
(ii2) the sale or disposition of all or substantially all the assets of such a Subsidiary Guarantor,; provided, however, that in the case of clauses (1) and (2) above, (i) such sale or other disposition is made to a Person other than the Issuer or a Subsidiary of the Issuer, (ii) such sale or disposition is otherwise permitted by this Indenture and (iii) the Issuer provides an Officer’s Certificate to the Trustee to the effect that the Issuer shall comply with its obligations under Section 4.06 hereof in respect of such disposition. The Guarantee of a Subsidiary Guarantor also shall be automatically released:
(iii1) upon the designation of such Subsidiary Guarantor as an Unrestricted Subsidiary;
(2) at such time as such Subsidiary Guarantor does not have any Indebtedness outstanding that would have required such Subsidiary Guarantor to enter into a Guarantee Agreement pursuant to Section 4.12 hereof (other than the Notes and Guarantees thereof); or
(3) if the Issuer’s obligations under this Indenture are discharged in accordance with the terms of this Indenture or
(iv) in connection with any sale of Capital Stock of a Subsidiary Guarantor to a Person or the Issuer exercises its covenant defeasance option or legal defeasance option in accordance with this Indenture that results in such Subsidiary Guarantor no longer being a Restricted Subsidiary (PROVIDED that after giving effect to such sale, such former Subsidiary Guarantor shall have no Guarantees outstanding of any Indebtedness of the Company or any Restricted Subsidiary), such Subsidiary Guarantor shall be deemed released from all obligations under this Article 11 without any further action required on the part of the Trustee or any Holder, in each case other than a sale or disposition involving the Rexnord Operating Company and other than a sale or disposition to the Company or a Subsidiary of the Company. In the case of clauses (i), (ii) and (iv) above, the Company shall provide an Officers' Certificate to the Trustee to the effect that the Company will comply with its obligations under Section 4.06Indenture. At the request of the CompanyIssuer, the Trustee shall execute and deliver an appropriate instrument evidencing such release.
Appears in 1 contract
Samples: Indenture (BOISE CASCADE Co)
Release of Guarantor. Any Guarantee by a Subsidiary Guarantor of the Notes shall be automatically and unconditionally released and discharged upon:
(aA) Upon
any sale, exchange or transfer (by merger or otherwise) of (i) the sale Capital Stock of such Subsidiary Guarantor (including any sale pursuant to any exercise of remedies by sale, exchange or transfer) after which the applicable Subsidiary Guarantor is no longer a holder of Senior Indebtedness of the Company Restricted Subsidiary or of such Subsidiary Guarantor) or other disposition (including by way of consolidation or merger) of a Subsidiary Guarantor,
(ii) the sale or disposition of all or substantially all of the assets of such Subsidiary Guarantor,, which sale, exchange or transfer is made in compliance with the applicable provisions of this Indenture;
(iiiB) upon the release or discharge of the guarantee by, or direct obligation of, such Subsidiary Guarantor with respect to the Senior Credit Facilities;
(C) the designation of such any Restricted Subsidiary that is a Subsidiary Guarantor as an Unrestricted Subsidiary pursuant to in compliance with the terms applicable provisions of this Indenture orIndenture;
(ivD) in connection with any sale the exercise of Capital Stock the Legal Defeasance of a Subsidiary Guarantor to a Person 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 Indenture;
(E) the merger or consolidation of any Subsidiary Guarantor with and into the Issuer or another Guarantor that results 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 Issuer or another Guarantor;
(F) as described under Section 9.01 or 9.02; and
(2) The Issuer and such Subsidiary Guarantor no longer being a Restricted Subsidiary (PROVIDED that after giving effect to such sale, such former Subsidiary Guarantor shall have no Guarantees outstanding of any Indebtedness of the Company or any Restricted Subsidiary), such Subsidiary Guarantor shall be deemed released from all obligations under this Article 11 without any further action required on the part of the Trustee or any Holder, in each case other than a sale or disposition involving the Rexnord Operating Company and other than a sale or disposition to the Company or a Subsidiary of the Company. In the case of clauses (i), (ii) and (iv) above, the Company shall provide an Officers' Certificate delivering to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to the effect that the Company will comply with its obligations under Section 4.06. At the request of the Company, the Trustee shall execute and deliver an appropriate instrument evidencing such releaserelease have been complied with.
Appears in 1 contract
Release of Guarantor. (a) Upon
(i) the sale (including any sale pursuant to any exercise of remedies by a holder of Senior Indebtedness of the Company or of such Subsidiary Guarantor) or other disposition (including by way of consolidation or merger) of a Subsidiary Guarantor,
(ii) the sale or disposition of all or substantially all the assets of such Subsidiary Guarantor,
(iii) upon the designation of such Subsidiary Guarantor as an Unrestricted Subsidiary pursuant to the terms of this Indenture or
(iv) in connection with any sale of Capital Stock of a Subsidiary Guarantor to a Person in accordance with this Indenture that results in such Subsidiary Guarantor no longer being a Restricted Subsidiary (PROVIDED that after giving effect to such sale, such former Subsidiary Guarantor shall have no Guarantees outstanding of any Indebtedness of the Company or any Restricted Subsidiary), such Subsidiary Guarantor Any Guarantee shall be deemed automatically and unconditionally released from all obligations under this Article 11 and discharged, without any further action required on the part of the Trustee or any Holder, Holder of the Notes:
(1) in each case other than a connection with any sale or other disposition involving of all or substantially all of the Rexnord Operating Company and other than assets of such Guarantor (including by way of merger or consolidation) to a sale Person that is not (either before or disposition after giving effect to such transaction) the Company or a Restricted Subsidiary of the Company. In , if the case sale or other disposition does not violate Section 4.10 of clauses this Indenture;
(i), 2) in connection with any sale or other disposition of all of the Capital Stock of the Guarantor to a Person that is not (iieither before or after giving effect to such transaction) and (iv) above, the Company shall provide an Officers' Certificate to the Trustee to the effect that the Company will comply with its obligations under Section 4.06. At the request or a Restricted Subsidiary of the Company, if the sale or other disposition does not violate Section 4.10 of this Indenture;
(3) if Company designates any Restricted Subsidiary that is a Guarantor to be an Unrestricted Subsidiary in accordance with the provisions of this Indenture; or
(4) upon legal defeasance or satisfaction and discharge of this Indenture as described under Article VIII and Article XI.
(b) The Trustee shall execute and deliver an appropriate instrument evidencing such releaserelease 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 X.
(c) All Guarantees shall be of no further force and effect upon the occurrence of a Legal Defeasance or a Covenant Defeasance pursuant to Section 8.2 or 8.3, subject to reinstatement pursuant to Section 8.7 under the circumstances described therein.
Appears in 1 contract
Samples: Indenture (MxEnergy Holdings Inc)
Release of Guarantor. Pursuant to this Section 10.5, (aA) Upona Guarantor may consolidate with, merge with or into, or transfer all or substantially all its assets to any other Person pursuant to Section 5.3 and (B) the Capital Stock of a Guarantor may be sold or otherwise disposed of to another Person pursuant to Section 4.12; provided, however, that in the case of the consolidation, merger or transfer of all or substantially all the assets of such Guarantor, if such other Person is not the Company or a Guarantor, such Guarantor’s obligations under its Subsidiary Guaranty must be expressly assumed by such other Person, except that such assumption will not be required in the case of:
(i1) the sale (including any sale pursuant to any exercise of remedies by a holder of Senior Indebtedness of the Company or of such Subsidiary Guarantor) or other disposition (including by way of consolidation or merger) of such Guarantor, including the sale or disposition of Capital Stock of such Guarantor following which such Guarantor is no longer a Subsidiary Guarantor,Subsidiary; or
(ii2) the sale or disposition of all or substantially all the assets of such Subsidiary Guarantor,
(iii) upon the designation of such Subsidiary Guarantor as an Unrestricted Subsidiary pursuant to the terms of this Indenture or
(iv) in connection with any sale of Capital Stock of a Subsidiary Guarantor to a Person in accordance with this Indenture that results in such Subsidiary Guarantor no longer being a Restricted Subsidiary (PROVIDED that after giving effect to such sale, such former Subsidiary Guarantor shall have no Guarantees outstanding of any Indebtedness of the Company or any Restricted Subsidiary), such Subsidiary Guarantor shall be deemed released from all obligations under this Article 11 without any further action required on the part of the Trustee or any Holder, ; in each case other than a sale or disposition involving the Rexnord Operating Company and other than a sale or disposition to the Company or a Subsidiary an Affiliate of the Company. In Company and as permitted by the case of clauses (i), (ii) Indenture and (iv) above, if in connection therewith the Company shall provide provides an Officers' ’ Certificate to the Trustee to the effect that the Company will comply with its obligations under pursuant to Section 4.064.12 in respect of such disposition. At the request of the CompanyUpon any sale or disposition described in clause (1) or (2) above, the Trustee shall execute and deliver obligor on the related Guarantee will be released from its obligations thereunder. The Guarantee of a Guarantor also will be released:
(1) upon the designation of such Guarantor as an appropriate instrument evidencing such releaseUnrestricted Subsidiary; or
(2) if we exercise our legal defeasance option or our covenant defeasance option under Article 9 or if our obligations under the Indenture are discharged in accordance with the terms of Article 9.
Appears in 1 contract
Samples: Indenture (McClatchy Co)
Release of Guarantor. (a) UponA Subsidiary Guarantor shall be released from all of its obligations under its Note Guarantee and its obligations under this Indenture and the Registration Rights Agreement:
(i1) in the event of a sale (including any sale pursuant to any exercise of remedies by a holder of Senior Indebtedness of the Company or of such Subsidiary Guarantor) or other disposition (including by way of consolidation or merger) of a Subsidiary Guarantor,
(ii) the sale or disposition of all or substantially all of the assets of such Subsidiary Guarantor,
(iii) upon , by way of merger, consolidation or otherwise, or a sale or other disposition of all of the designation Equity Interests of such Subsidiary Guarantor then held by the Partnership and the Restricted Subsidiaries;
(2) if such Subsidiary Guarantor is designated as an Unrestricted Subsidiary pursuant or otherwise ceases to the terms of this Indenture or
(iv) be a Restricted Subsidiary, in connection with any sale of Capital Stock of a Subsidiary Guarantor to a Person each case in accordance with the provisions of this Indenture that results in Indenture, upon effectiveness of such Subsidiary Guarantor no longer being designation or when it first ceases to be a Restricted Subsidiary Subsidiary, respectively;
(PROVIDED that after giving effect to such sale, such former Subsidiary Guarantor shall have no Guarantees outstanding of any Indebtedness of the Company or any Restricted Subsidiary), 3) if such Subsidiary Guarantor shall cease to be deemed released from all obligations a Guarantor or co-borrower under the Credit Facility; or
(4) upon Legal Defeasance or Covenant Defeasance as described below under Section 9.02 and Section 9.03 or upon satisfaction and discharge of this Article 11 without any further action required on Indenture as described below under Section 9.01. Upon delivery by the part of the Trustee or any Holder, in each case other than a sale or disposition involving the Rexnord Operating Company and other than a sale or disposition to the Company or a Subsidiary of the Company. In the case of clauses (i), (ii) and (iv) above, the Company shall provide an Officers' Certificate Issuers to the Trustee of an Officers’ Certificate and an Opinion of Counsel to the effect that the Company will comply with its obligations under Section 4.06. At the request one of the Companyforegoing 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 and deliver an appropriate instrument evidencing any documents reasonably requested in order to evidence the release of such releaseGuarantor from its obligations under its Note Guarantee.
Appears in 1 contract
Samples: Indenture (Stonemor Partners Lp)
Release of Guarantor. (a) UponA Guarantor shall be released from all of its obligations under its Guarantee if:
(i) all of the sale assets of such Guarantor have been sold or otherwise disposed of in a transaction in compliance with the terms of this Indenture (including any sale pursuant Sections 4.14 and 5.01);
(ii) all of the Equity Interests held by the Issuer and the Restricted Subsidiaries of such Guarantor have been sold or otherwise disposed of to any exercise Person other than the Issuer or a Restricted Subsidiary in a transaction in compliance with the terms of remedies by this Indenture (including Sections 4.14 and 5.01);
(iii) the Guarantor is designated an Unrestricted Subsidiary (or otherwise ceases to be a holder of Senior Indebtedness of the Company or of such Restricted Subsidiary Guarantor) or other disposition (including by way of consolidation liquidation or merger)) of a Subsidiary Guarantor,
(ii) the sale or disposition of all or substantially all the assets of such Subsidiary Guarantor,
(iii) upon the designation of such Subsidiary Guarantor as an Unrestricted Subsidiary pursuant to in compliance with the terms of this Indenture or(including Section 4.11);
(iv) in connection with any sale of Capital Stock of a Subsidiary Guarantor to a Person in accordance with this Indenture that results in such Subsidiary Guarantor no longer being a Restricted Subsidiary the Issuer exercises its Legal Defeasance option or Covenant Defeasance option as described under Section 9.02 or Section 9.03; or
(PROVIDED that after giving effect to such sale, such former Subsidiary Guarantor shall have no Guarantees outstanding of any Indebtedness of the Company or any Restricted Subsidiary), such Subsidiary Guarantor shall be deemed released from v) all obligations under this Article 11 without any further action required on Indenture are discharged in accordance with the part terms of the Trustee or any Holder, this Indenture as described under Section 9.01 and in each case other than a sale or disposition involving the Rexnord Operating Company and other than a sale or disposition to the Company or a Subsidiary of the Company. In the case of clauses (i), (ii) and (iv) abovesuch case, the Company shall provide an Officers' Certificate Issuer has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to such transactions have been complied with and that such release is authorized and permitted hereunder. The Trustee shall execute any documents reasonably requested by the effect that Issuer or a Guarantor in order to evidence the Company will comply with release of such Guarantor from its obligations under Section 4.06. At its Guarantee endorsed on the request of the Company, the Trustee shall execute Notes and deliver an appropriate instrument evidencing such releaseunder this Article Ten.
Appears in 1 contract
Samples: Indenture (M/I Homes, Inc.)
