Common use of Release of Guarantor Clause in Contracts

Release of Guarantor. A Guarantor shall be released from all of its obligations under its Guarantee if: (i) all of the assets of such Guarantor have been sold or otherwise disposed of in a transaction in compliance with the terms of this Indenture (including Sections 4.09, 4.20 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 in a transaction in compliance with the terms of this Indenture (including Sections 4.20 and 5.01); (iii) the Guarantor is designated an Unrestricted Subsidiary in compliance with the terms of this Indenture (including Section 4.15); and in each such case, the 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 Issuer or a Guarantor in order to evidence the release of such Guarantor from its obligations under its Guarantee endorsed on the Notes and under this Article Ten.

Release of Guarantor. A Subsidiary Guarantor shall be released from all of its obligations under its Guarantee if: (i) all of the assets of such Subsidiary Guarantor have been sold or otherwise disposed of in a transaction in compliance with the terms of this Indenture (including Sections 4.09, 4.20 and 5.01); (ii) all of the Equity Interests held by the Issuer Parent and the Restricted Subsidiaries of such Subsidiary Guarantor have been sold or otherwise disposed of in a transaction in compliance with the terms of this Indenture (including Sections 4.20 and 5.01); (iii) the Subsidiary Guarantor is designated an Unrestricted Subsidiary in compliance with the terms of this Indenture (including Section 4.15); and in each such case, the 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 Issuer or a Subsidiary Guarantor in order to evidence the release of such Subsidiary Guarantor from its obligations under its Guarantee endorsed on the Notes and under this Article Ten.

Release of Guarantor. A Guarantor shall be released from all of its obligations under its Guarantee if: (i) all of the assets of such Guarantor have been sold or otherwise disposed of in a transaction in compliance with the terms of this Indenture (including Sections 4.09, 4.20 4.12 and 5.01);; or (ii) all of the Equity Interests held by the Issuer and the Restricted Subsidiaries of such Guarantor have been sold or otherwise disposed of in a transaction in compliance with the terms of this Indenture (including Sections 4.20 4.12 and 5.01); (iii) the Guarantor is designated an Unrestricted Subsidiary in compliance with the terms of this Indenture (including Section 4.15); and in each such case, the 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 in writing by the Issuer or a Guarantor in order to evidence the release of such Guarantor from its obligations under its Guarantee endorsed on the Notes and under this Article Ten.

Release of Guarantor. A Guarantor shall be released from all of its obligations under its Note Guarantee ifand its obligations under this Indenture: (i1) all in the event of the assets dissolution of such Guarantor have been sold or otherwise disposed of in a transaction in compliance with the terms of this Indenture (including Sections 4.09, 4.20 and 5.01)Guarantor; (ii2) all of the Equity Interests held by the Issuer and the Restricted Subsidiaries of if such Guarantor have been sold or otherwise disposed of in a transaction in compliance with the terms of this Indenture (including Sections 4.20 and 5.01); (iii) the Guarantor is designated as an Unrestricted Subsidiary or otherwise ceases to be a Restricted Subsidiary, in compliance each case in accordance with the terms provisions of this Indenture Indenture, upon effectiveness of such designation or when it first ceases to be a Restricted Subsidiary, respectively; or (including Section 4.15); 3) upon the release or discharge of the guarantee by such Guarantor of the Credit Agreement or such other Indebtedness that resulted in the creation of such Note Guarantee, except a discharge or release by or as a result of payment under such other guarantee, and in each such case, the Issuer has delivered to the Trustee an Officers’ Officer’s Certificate and or an Opinion of Counsel, each stating that 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 Issuer or a Guarantor in order to evidence the release of such Guarantor from its obligations under its Guarantee endorsed on the Notes and under this Article Ten.

Release of Guarantor. A Guarantor shall be released from all of its obligations under its Guarantee if: (i) the Guarantor has sold all of its assets or the Company and its Restricted Subsidiaries have sold all of the assets Capital Stock of such the Guarantor have been sold or otherwise disposed of owned by them, in each case in a transaction in compliance with the terms of this the Indenture (including Sections 4.09, 4.20 4.10 and 5.015.01 thereof); (ii) the Guarantor merges with or into or consolidates with, or transfers all or substantially all of its assets to, the Equity Interests held by the Issuer and the Restricted Subsidiaries of such Company or another Guarantor have been sold or otherwise disposed of in a transaction in compliance with Section 5.01 of the terms of this Indenture (including Sections 4.20 and 5.01);Indenture; or (iii) the Guarantor is designated an Unrestricted Subsidiary in compliance with the terms of this Indenture (including Section 4.15)the Indenture; and in each such case, the Issuer Guarantor 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 hereunderhereunder and under the Indenture. The If all of the conditions to release contained in this Section 2.04 and the Indenture have been satisfied, the Trustee shall execute any documents reasonably requested by the Issuer Company or a any Guarantor in order to evidence the release of such Guarantor from its obligations under its Guarantee endorsed on the Notes and under this Article TenTen of the Indenture.

Release of Guarantor. A Guarantor shall be automatically and unconditionally released from all of its obligations under its Guarantee ifGuarantee: (i) all in the event of the assets a sale or other transfer of Equity Interests in such Guarantor or dissolution of such Guarantor have been sold or otherwise disposed of in a transaction in compliance with the terms of this Indenture (including Sections 4.09, 4.20 and 5.01)following which such Guarantor ceases to be a Subsidiary; (ii) all of the Equity Interests held by the Issuer and the Restricted Subsidiaries of upon such Guarantor have been sold ceasing to be a borrower or otherwise disposed of in a transaction in compliance with the terms of this Indenture (including Sections 4.20 and 5.01);guarantor under any Senior Credit Facility; or (iii) in connection with a discharge of the Guarantor is designated an Unrestricted Subsidiary in compliance with Indenture or discharge of obligations thereunder pursuant to Sections 11.01, 11.02, 11.03 and 11.04, as applicable, of the terms of this Indenture (including Section 4.15)Indenture; and in each such case, upon delivery by the Issuer has delivered Company 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 Issuer Company or a Guarantor in order to evidence the release of such Guarantor from its obligations under its Guarantee endorsed on the Notes and under this Article TenSix.

Release of Guarantor. (a) A Guarantor shall be released from all of its obligations under its Guarantee if: (i1) the Guarantor has sold all of its assets or the Company and its Restricted Subsidiaries have sold all of the assets Capital Stock of such the Guarantor have been sold or otherwise disposed of owned by them, in each case in a transaction in compliance with the terms of this Indenture (including Sections 4.09, 4.20 10.10 and 5.018.01 hereof); (ii2) the Guarantor merges or amalgamates with or into or consolidates with, or transfers all or substantially all of its assets to, the Equity Interests held by the Issuer and the Restricted Subsidiaries of such Company or another Guarantor have been sold or otherwise disposed of in a transaction in compliance with the terms of this Indenture (including Sections 4.20 and 5.01);Section 8.01 hereof; or (iii3) the Guarantor is designated an Unrestricted Subsidiary in compliance with the terms of this Indenture (including Section 4.15)Indenture; and in each such case, the Issuer Guarantor 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 . (b) If all of the conditions to release contained in this Section 13.05 have been satisfied, the Trustee shall execute any documents reasonably requested by the Issuer Company or a any Guarantor in order to evidence the release of such Guarantor from its obligations under its Guarantee endorsed on the Notes and under this Article TenThirteen.

Release of Guarantor. A Guarantor shall be released from all of its obligations under its Guarantee if: (i) the Guarantor has sold all or substantially all of its assets or the Company and its Subsidiaries have sold all of the assets Equity Interests of such the Guarantor have been sold or otherwise disposed of owned by them, in each case in a transaction in compliance with Sections 4.8 and 5.1 hereof to the terms of this Indenture (including Sections 4.09, 4.20 and 5.01)extent applicable; (ii) the Guarantor merges with or into or consolidates with, or transfers all or substantially all of its assets to, the Equity Interests held by the Issuer and the Restricted Subsidiaries of such Company or another Guarantor have been sold or otherwise disposed of in a transaction in compliance with the terms of this Indenture (including Sections 4.20 and 5.01);Section 5.1 hereof; or (iii) the Guarantor is has been designated as an Unrestricted Subsidiary pursuant to, and in compliance with the terms with, Section 4.13 of this Indenture (including Section 4.15)Indenture; and in each such case, the Issuer Company 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 with. At the written request of the Company, the Trustee will promptly execute and that such release is authorized deliver appropriate instruments in forms reasonably acceptable to the Company evidencing and permitted hereunder. The Trustee shall execute further implementing any documents reasonably requested by releases or discharges pursuant to the Issuer or a Guarantor in order to evidence the release of such Guarantor from its obligations under its Guarantee endorsed on the Notes and under this Article Tenforegoing provisions.

Release of Guarantor. (a) A Subsidiary Guarantor shall be released from all of its obligations under its Guarantee if: (i) all of the assets of such Subsidiary Guarantor have been sold or otherwise disposed of in a transaction in compliance with the terms of this Indenture (including Sections 4.09, 4.20 4.08 and 5.01); (ii) all of the Equity Interests held by the Issuer Parent and the Restricted Subsidiaries of such Subsidiary Guarantor have been sold or otherwise disposed of in a transaction in compliance with the terms of this Indenture (including Sections 4.20 and Section 5.01); (iii) the Subsidiary Guarantor is designated an Unrestricted Subsidiary in compliance with the terms of this Indenture (including Section 4.154.14); and in each such case, the Issuer has delivered to the Note 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. . (b) The Note Trustee shall execute any documents reasonably requested by the Issuer or a Subsidiary Guarantor in order to evidence the release of such Subsidiary Guarantor from its obligations under its Guarantee endorsed on the Notes and under this Article Ten.

Release of Guarantor. A Guarantor shall be automatically and unconditionally released from all of its obligations under its Guarantee ifGuarantee: (i) all in the event of the assets a sale or other transfer of Equity Interests in such Guarantor or dissolution of such Guarantor have been sold or otherwise disposed of in a transaction in compliance with the terms of this Indenture (including Sections 4.09, 4.20 and 5.01)following which such Guarantor ceases to be a Subsidiary; (ii) all of the Equity Interests held by the Issuer and the Restricted Subsidiaries of upon such Guarantor have been sold ceasing to be a borrower or otherwise disposed of in a transaction in compliance with the terms of this Indenture (including Sections 4.20 and 5.01);guarantor under any Credit Agreement; or (iii) the Guarantor is designated an Unrestricted Subsidiary in compliance connection with the terms a discharge of this Indenture (including pursuant to Section 4.15); 9.01 or Covenant Defeasance or Legal Defeasance. and in each such case, the Issuer has delivered to the Trustee an Officers’ Officer’s 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 Upon being provided the Officer’s Certificate and Opinion of Counsel mentioned above, the Trustee shall execute any documents reasonably requested by the Issuer or a Guarantor in order to evidence the release of such Guarantor from its obligations under its Guarantee endorsed on the Notes and under this Article Ten.

Release of Guarantor. A Guarantor shall be released from all of its obligations under its Note Guarantee if: (i) all of the assets of such Guarantor have been sold or otherwise disposed of in a transaction in compliance with the terms of this Indenture (including Sections 4.09, 4.20 4.12 and 5.01);; or (ii) all of the Equity Interests held by the Issuer and the Restricted Subsidiaries of such Guarantor have been sold or otherwise disposed of in a transaction in compliance with the terms of this Indenture (including Sections 4.20 4.12 and 5.01); (iii) the Guarantor is designated an Unrestricted Subsidiary in compliance with the terms of this Indenture (including Section 4.15); and in each such case, the 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 in writing by the Issuer or a Guarantor in order to evidence the release of such Guarantor from its obligations under its Note Guarantee endorsed on the Notes and under this Article Ten.

Release of Guarantor. A Guarantor shall be released from all of its obligations under its Guarantee if: (i) the Guarantor has sold all or substantially all of its assets or the Company and its Subsidiaries have sold all of the assets Equity Interests of such the Guarantor have been sold or otherwise disposed of owned by them, in each case in a transaction in compliance with Sections 4.8 and 5.1 hereof to the terms of this Indenture (including Sections 4.09, 4.20 and 5.01)extent applicable; (ii) the Guarantor merges with or into or consolidates with, or transfers all or substantially all of its assets to, the Equity Interests held by the Issuer and the Restricted Subsidiaries of such Company or another Guarantor have been sold or otherwise disposed of in a transaction in compliance with the terms of this Indenture (including Sections 4.20 and 5.01);Section 5.1 hereof; or (iii) the Guarantor is has been designated as an Unrestricted Subsidiary pursuant to, and in compliance with the terms with, Section 4.13 of this Indenture (including Section 4.15)Indenture; and in each such case, the Issuer Company 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 with. At the written request of the Company, the Trustee will promptly execute and that such release is authorized deliver appropriate instruments in forms reasonably acceptable to the Company evidencing and permitted hereunderfurther implementing any releases or discharges pursuant to the foregoing provisions. The Trustee shall execute any documents reasonably requested by the Issuer or a Guarantor in order to evidence the release of such Guarantor from its obligations under its Guarantee endorsed on the Notes and under this Article Ten.77

Release of Guarantor. A Guarantor shall be released from all of its obligations under its Guarantee if: (i) all of the assets of such Guarantor have been sold or otherwise disposed of in a transaction in compliance with the terms of this Indenture (including Sections 4.09, 4.20 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 in a transaction in compliance with the terms of this Indenture (including Sections 4.09, 4.20 and 5.01); (iii) the Guarantor is designated an Unrestricted Subsidiary in compliance with the terms of this Indenture (including Section 4.15); and in each such case, the 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 Issuer or a Guarantor in order to evidence the release of such Guarantor from its obligations under its Guarantee endorsed on the Notes and under this Article Ten.

Release of Guarantor. A Guarantor shall be released from all of its obligations under its Note Guarantee ifand its obligations under this Indenture and the Security Documents: (i1) [reserved]; (2) [reserved]; (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 any sale, exchange or transfer (by merger or otherwise) of all of the assets Capital Stock of such Guarantor have been sold or otherwise disposed of in a transaction in compliance Guarantor, to the extent that such sale complies with the terms of this Indenture (including Sections 4.09, 4.20 Section 5.01 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 in a transaction in compliance with the terms of this Indenture (including Sections 4.20 and 5.01); (iii) the Guarantor is designated an Unrestricted Subsidiary in compliance with the terms of this Indenture (including Section 4.15)4.08; and in each such case, the Issuer has 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 Issuer Issuers or a Guarantor in order to evidence the release of such Guarantor from its obligations under its Note Guarantee endorsed on the Notes and under this Article Ten.

Release of Guarantor. A Guarantor shall be released from all of its obligations under its Guarantee if: (ia) all of the assets of such Guarantor have been sold or otherwise disposed of in a transaction in compliance with the terms of this Indenture (including Sections SECTIONS 4.09, 4.20 and 5.01); (iib) all of the Equity Interests held by the Issuer and the Restricted Subsidiaries of such Guarantor have been sold or otherwise disposed of in a transaction in compliance with the terms of this Indenture (including Sections SECTIONS 4.09, 4.20 and 5.01); (iiic) the Guarantor is designated an Unrestricted Subsidiary in compliance with the terms of this Indenture (including Section SECTION 4.15); and in each such case, the 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 Issuer or a Guarantor in order to evidence the release of such Guarantor from its obligations under its Guarantee endorsed on the Notes and under this Article Ten.

Release of Guarantor. A Guarantor shall be released from all of its obligations under its Guarantee if: (i) all of the assets or Equity Interests of such Guarantor have been sold or otherwise disposed of in a transaction in compliance with the terms of this Indenture (including Sections 4.09, 4.20 and 5.01); (ii) the Guarantor merges with or into or consolidates with, or transfers all or substantially all of its assets to, the Equity Interests held by the Issuer and the Restricted Subsidiaries of such Company or another Guarantor have been sold or otherwise disposed of in a transaction in compliance with the terms of this Indenture (including Sections 4.20 and Section 5.01);; or (iii) the Guarantor is designated an Unrestricted Subsidiary in compliance with the terms of this Indenture (including Section 4.154.08); and in each such case, the Issuer Company 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 Issuer Company or a Guarantor in order to evidence the release of such Guarantor from its obligations under its Guarantee endorsed on the Notes and under this Article Ten.

Release of Guarantor. A Guarantor shall be released from all of its obligations under its Guarantee and its obligations under this Indenture if: (i) all of the assets of such Guarantor have been sold or otherwise disposed of in a transaction in compliance with the terms of this Indenture (including Sections 4.09, 4.20 4.19 and 5.01); (ii) all of the Equity Interests held by the Issuer, the Co-Issuer and the Restricted Subsidiaries of such Guarantor have been sold or otherwise disposed of in a transaction in compliance with the terms of this Indenture (including Sections 4.20 4.19 and 5.01);; or (iii) the if such Guarantor is designated as an Unrestricted Subsidiary or otherwise ceases to be a Restricted Subsidiary, in each case in compliance with the terms of this Indenture (including Section 4.154.14), upon effectiveness of such designation or when it first ceases to be a Restricted Subsidiary, respectively; and in each such case, the Issuer has 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 Issuer Issuers or a Guarantor in order to evidence the release of such Guarantor from its obligations under its Guarantee endorsed on the Notes and under this Article Ten.

Release of Guarantor. A Guarantor shall be released from all of its obligations under its Guarantee if: (i) all of the assets of such Guarantor have been sold or otherwise disposed of in a transaction in compliance with the terms of this Indenture (including Sections 4.09, 4.20 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 in a transaction in compliance with the terms of this Indenture (including Sections 4.20 and 5.01); (iii) the Guarantor is designated an Unrestricted Subsidiary in compliance with the terms of this Indenture (including Section 4.15); and in each such case, the 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 Issuer or a Guarantor in order to evidence the release of such Guarantor from its obligations under its Guarantee endorsed on the Notes and under this Article Ten.

Release of Guarantor. A Guarantor shall be released from all of its obligations under its Note Guarantee if: (i) 1. all of the assets of such Guarantor have been sold or otherwise disposed of in a transaction in compliance with the terms of this Indenture (including Sections 4.09, 4.20 4.12 and 5.01);; or (ii) 2. all of the Equity Interests held by the Issuer and the Restricted Subsidiaries of such Guarantor have been sold or otherwise disposed of in a transaction in compliance with the terms of this Indenture (including Sections 4.20 4.12 and 5.01); (iii) the Guarantor is designated an Unrestricted Subsidiary in compliance with the terms of this Indenture (including Section 4.15); and in each such case, the 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 in writing by the Issuer or a Guarantor in order to evidence the release of such Guarantor from its obligations under its Note Guarantee endorsed on the Notes and under this Article Ten.

Release of Guarantor. A Any Guarantor shall be released from all and relieved of its any obligations under its Guarantee if:Note Guarantee; (ia) in connection with any sale or other disposition of all of the assets Capital Stock of that Guarantor to a Person that is not (either before or after giving effect to such transaction) an Affiliate of the Company, if the sale of all such Capital Stock of that Guarantor have been sold or otherwise disposed of in a transaction in compliance complies with the terms of this Indenture (including Sections 4.09, 4.20 and 5.01)Section 4.10; (iib) all of if the Equity Interests held by the Issuer and the Restricted Subsidiaries of Company properly designates such Guarantor have been sold or otherwise disposed of in a transaction in compliance with the terms of this Indenture (including Sections 4.20 and 5.01); (iii) the Guarantor is designated as an Unrestricted Subsidiary under this Indenture; or (c) upon the release or discharge of the Guarantee which resulted in compliance with the terms creation of this Indenture (including such Note Guarantee pursuant to Section 4.15); and in each 4.18, except a discharge or release by or as a result of payment under such case, Guarantee. Upon delivery by the Issuer has delivered Company to the Trustee of an Officers’ ' Certificate and an Opinion of Counsel, each stating Counsel to the effect that all one of the foregoing requirements has been satisfied and the conditions precedent herein provided for relating to such transactions the release of a Guarantor under this Section 10.02 have been complied with and that such release is authorized and permitted hereunder. The met, the Trustee shall execute any documents reasonably requested by the Issuer or a Guarantor required in order to evidence the release of such Guarantor from its obligations under its Guarantee endorsed on the Notes and under this Article TenNote Guarantee.