Release of Guarantor. Upon the sale (including any sale pursuant to any exercise of remedies by a holder of Senior Debt of the Company or of any Guarantor) or other disposition (including by way of consolidation or merger) of a Guarantor or the sale or disposition of all or substantially all the assets of such Guarantor (in each case, other than a sale or disposition to the Company or an Affiliate of the Company), or upon designation of a Guarantor as an Unrestricted Subsidiary pursuant to the terms of this Indenture, such 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. If the Guarantor becomes an Immaterial Domestic Restricted Subsidiary or ceases to be a Subsidiary or if the Company exercises its Legal Defeasance option or its Covenant Defeasance option in accordance with the provisions of Article 8 hereof, or if its obligations under this Indenture are discharged in accordance with Section 8.06 hereof, Holdings and each Guarantor shall be released from all obligations under this Article 11 without any further action required on the part of the Trustee or any Holder. At the request of the Company, the Trustee shall execute and deliver an appropriate instrument evidencing the release of a Guarantor pursuant to this Section 11.07.
Appears in 5 contracts
Samples: Indenture (TransDigm Group INC), Indenture (TransDigm Group INC), Indenture (TransDigm Group INC)
Release of Guarantor. Upon the sale (including any sale pursuant to any exercise of remedies by a holder of Senior Debt of the Company or of any Guarantor) or other disposition (including by way of consolidation or merger) of a Guarantor or the sale or disposition of all or substantially all the assets of such Guarantor (in each case, other than a sale or disposition to the Company or an Affiliate of the Company), or upon designation of a Guarantor as an Unrestricted Subsidiary pursuant to the terms of this Indenture, such 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. If the Guarantor becomes an Immaterial Domestic Restricted Subsidiary or ceases to be a Subsidiary or would otherwise not be required to be joined as a Guarantor pursuant to this Indenture if acquired as of such date or if the Company exercises its Legal Defeasance option or its Covenant Defeasance option in accordance with the provisions of Article 8 hereof, or if its obligations under this Indenture are discharged in accordance with Section 8.06 hereof, Holdings and each Guarantor shall be released from all obligations under this Article 11 without any further action required on the part of the Trustee or any Holder. At the request of the Company, and upon receipt by the Trustee of the documents required by Section 13.04 hereof, the Trustee shall execute and deliver an appropriate instrument evidencing the release of a Guarantor pursuant to this Section 11.07.
Appears in 4 contracts
Samples: Indenture (TransDigm Group INC), Indenture (TransDigm Group INC), Indenture (TransDigm Group INC)
Release of Guarantor. Upon the sale (including any sale pursuant to any exercise of remedies by a holder of Senior Debt of the Company or of any Guarantor) or other disposition (including by way of consolidation or merger) of a Guarantor or the sale or disposition of all or substantially all the assets of such Guarantor (in each case, other than a sale or disposition to the Company or an Affiliate of the CompanyCompany and, if in connection therewith, the Company provides an Officers’ Certificate to the Trustee to the effect that the Company will comply with its obligations under Section 4.10 hereof in respect of such disposition), or upon designation of a Guarantor as an Unrestricted Subsidiary pursuant to the terms of this Indenture, such 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. If the Guarantor becomes an Immaterial Domestic Restricted Subsidiary or ceases to be a Subsidiary or if the Company exercises its Legal Defeasance option or its Covenant Defeasance option in accordance with the provisions of Article 8 hereof, or if its obligations under this Indenture are discharged in accordance with Section 8.06 hereof, Holdings and each Guarantor shall be released from all obligations under this Article 11 without any further action required on the part of the Trustee or any Holder. At the request of the Company, the Trustee shall execute and deliver an appropriate instrument evidencing the release of a Guarantor pursuant to this Section 11.07.
Appears in 2 contracts
Samples: Indenture (TransDigm Group INC), Indenture (TransDigm Group INC)
Release of Guarantor. Upon A Guarantor’s Notes Guarantee shall terminate and be of no further force and effect and such Guarantor shall be deemed to be released from all obligations under this Article X:
(a) upon the sale (including any sale pursuant to any exercise of remedies by a holder of Senior Debt Indebtedness of the Company or of any such Guarantor) or other disposition of such Guarantor (including by way of merger, consolidation or mergersale of its Capital Stock),
(b) of a Guarantor or upon the sale or disposition of all or substantially all of the assets of such Guarantor (in each case, other than a sale or disposition to by lease),
(c) upon the Company or an Affiliate of the Company), or upon designation of a such Guarantor as an Unrestricted Subsidiary pursuant to in accordance with the terms of this Indenture, ,
(d) upon exercise by the Company of its option to elect Covenant Defeasance or Legal Defeasance pursuant to Article VIII,
(e) upon a liquidation or dissolution of such Guarantor shall be deemed released from all in compliance with this Indenture,
(f) upon the release or discharge of the Guarantee that resulted in the creation of such Notes Guarantee pursuant to Section 4.11, except a release or discharge by or as a result of payment under such Guarantee, or
(g) upon the discharge of the Company’s obligations under this Article 11 without any further action required on the part of the Trustee Indenture in accordance with Section 8.01 or any Holder. If the Guarantor becomes an Immaterial Domestic Restricted Subsidiary or ceases to be a Subsidiary or if the Company exercises its Legal Defeasance option or its Covenant Defeasance option otherwise in accordance with the provisions terms of Article 8 hereofthis Indenture; provided, however, that in the case of clauses (a) and (b) of this Section 10.06, (i) such sale or if its obligations under this Indenture are discharged in accordance with Section 8.06 hereofother disposition is made to a Person other than the Company, Holdings and each Guarantor shall be released from all obligations under this Article 11 without any further action required on the part of the Trustee a Restricted Subsidiary or any Holderof their Affiliates and (ii) such sale or disposition is otherwise permitted by this Indenture. At the request of the Company, the Trustee shall execute and deliver an appropriate instrument evidencing the release of a Guarantor pursuant to this Section 11.07such release.
Appears in 2 contracts
Samples: Indenture (Credit Acceptance Corp), Indenture (Credit Acceptance Corp)
Release of Guarantor. Upon In the event of a sale (including any sale pursuant to any exercise of remedies by a holder of Senior Debt of the Company or of any Guarantor) or other disposition (including by way of consolidation or merger) of a Guarantor or the sale or disposition of all or substantially all of the assets of such Guarantor (in each caseany Guarantor, other than by way of merger, consolidation or otherwise, or a sale or other disposition of all of the Equity Interests of any Guarantor then held by the Company and the Restricted Subsidiaries, except in any case to the Company or an Affiliate any Restricted Subsidiary, then that Guarantor will be released and relieved of the Company), any obligations under its Note Guarantee; provided that such sale or upon designation other disposition complies with Section 4.15 or Section 5.01 of a this Indenture. Any Guarantor that is designated as an Unrestricted Subsidiary pursuant to the terms of this Indenture, such 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. If the Guarantor becomes an Immaterial Domestic Restricted Subsidiary or that otherwise ceases to be a Subsidiary or if the Company exercises its Legal Defeasance option or its Covenant Defeasance option Guarantor, in each case in accordance with the provisions of Article 8 hereofthis Indenture, or if its obligations under this Indenture are discharged in accordance with Section 8.06 hereof, Holdings and each Guarantor shall will be released from all obligations under this Article 11 without any further action required on its Note Guarantee upon effectiveness of such Designation or when it first ceases to be a Restricted Subsidiary, as the part of the Trustee or any Holdercase may be. At the request of the Company, the The Trustee shall execute and deliver an appropriate instrument provided to it evidencing the release of a Guarantor pursuant upon receipt of a request of the Company accompanied by an Officers’ Certificate certifying as to the compliance with this Section 11.0710.04. Any Guarantor not so released or the entity surviving such Guarantor, as applicable, will remain or be liable under its Note Guarantee as provided in this Article 10. The Trustee shall execute any documents reasonably requested by the Company 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 10.
Appears in 2 contracts
Samples: Indenture (Phi Inc), Indenture (Phi Inc)
Release of Guarantor. Upon the sale (including any sale pursuant to any exercise of remedies by a holder of Senior Debt of the Company or of any Guarantor) or other disposition (including by way of consolidation or merger) of a Guarantor or the sale or disposition of all or substantially all the assets of such Guarantor (in each case, other than a sale or disposition to the Company or an Affiliate of the Company), or upon designation of a Guarantor as an Unrestricted Subsidiary pursuant to the terms of this Indenture, such Guarantor shall be deemed released from all obligations under this Article 11 10 without any further action required on the part of the Trustee or any Holder. If the Guarantor becomes an Immaterial Domestic Restricted Subsidiary or ceases to be a Subsidiary or would otherwise not be required to be joined as a Guarantor pursuant to this Indenture if acquired as of such date or if the Company exercises its Legal Defeasance option or its Covenant Defeasance option in accordance with the provisions of Article 8 hereof, or if its obligations under this Indenture are discharged in accordance with Section 8.06 hereof, Holdings and each Guarantor shall be released from all obligations under this Article 11 10 without any further action required on the part of the Trustee or any Holder. At the request of the CompanyCompany and upon receipt by the Trustee of the documents required by Section 11.02 hereof, the Trustee shall execute and deliver an appropriate instrument evidencing the release of a Guarantor pursuant to this Section 11.0710.07.
Appears in 2 contracts
Samples: Indenture (TransDigm Group INC), Indenture (TransDigm Group INC)
Release of Guarantor. Upon the sale (including any sale pursuant to any exercise of remedies by a holder of Senior Debt of the Company or of any Guarantor) or other disposition (including by way of consolidation or merger) of a Guarantor or the sale or disposition of all or substantially all the assets of such Guarantor (in each case, case other than a sale or disposition to the Company or an Affiliate of the CompanyCompany and if in connection therewith the Company provides an Officers’ Certificate to the Trustee to the effect that the Company will comply with its obligations under Section 4.10 hereof in respect of such disposition), or upon designation of a Guarantor as an Unrestricted Subsidiary pursuant to the terms of this Indenture, such 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. If the Guarantor becomes an Immaterial Domestic Restricted Subsidiary or ceases to be a Subsidiary or if the Company exercises its Legal Defeasance option or its Covenant Defeasance option in accordance with the provisions of Article 8 hereof, hereof or if its obligations under this Indenture are discharged in accordance with Section 8.06 hereof, Holdings and each Guarantor shall be released from all obligations under this Article 11 without any further action required on the part of the Trustee or any Holder. At the request of the Company, the Trustee shall execute and deliver an appropriate instrument evidencing the release of a Guarantor pursuant to this Section 11.07.
Appears in 1 contract
Samples: Indenture (Transdigm Inc)
Release of Guarantor. (a) Upon the sale (including any sale pursuant to any exercise of remedies by a holder of Senior Debt of the Company or of any Guarantor) or other disposition (including by way of consolidation or merger) of a Guarantor or (b) the sale or disposition of all or substantially all the assets of such Guarantor (in each casecase of clauses (a) and (b), other than a sale or disposition to the Company or an Affiliate of the CompanyCompany and if in connection therewith the Company provides an Officers’ Certificate to the Trustee to the effect that the Company will comply with its obligations under Section 4.10 hereof in respect of such disposition), (c) upon the release of such Guarantor from its guarantee, if any, of all pledges and security, if any, granted by such Guarantor in connection with the Credit Facility or (d) upon designation of a Guarantor as an Unrestricted Subsidiary pursuant to the terms of this Indenture, such 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. If the Guarantor becomes an Immaterial Domestic Restricted Subsidiary or ceases to be a Subsidiary or if the Company exercises its Legal Defeasance option or its Covenant Defeasance option in accordance with the provisions of Article 8 hereof, hereof or if its obligations under this Indenture are discharged in accordance with Section 8.06 hereof, Holdings and each Guarantor shall be released from all obligations under this Article 11 without any further action required on the part of the Trustee or any Holder. At the request of the Company, the Trustee shall execute and deliver an appropriate instrument evidencing the release of a Guarantor pursuant to this Section 11.0711.06.
Appears in 1 contract
Release of Guarantor. (a) Upon the sale (including any sale pursuant to any exercise of remedies by a holder of Senior Debt of the Company or of any Guarantor) or other disposition (including by way of consolidation or merger) of a Guarantor or (b) the sale or disposition of all or substantially all the assets of such Guarantor (in each casecase of clauses (a) and (b), other than a sale or disposition to the Company or an Affiliate of the CompanyCompany and if in connection therewith the Company provides an Officers’ Certificate to the Trustee to the effect that the Company will comply with its obligations under Section 4.10 hereof in respect of such disposition), (c) upon the release of such Guarantor from its guarantee, if any, of all pledges and security, if any, granted by such Guarantor in connection with the Credit Facility or (d) upon designation of a Guarantor as an Unrestricted Subsidiary pursuant to the terms of this Indenture, such 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. If the Guarantor becomes an Immaterial Domestic Restricted Subsidiary or ceases to be a Subsidiary or if the Company exercises its Legal Defeasance option or its Covenant Defeasance option in accordance with the provisions of Article 8 hereof, hereof or if its obligations under this Indenture are discharged in accordance with Section 8.06 hereof, Holdings and each Guarantor shall be released from all obligations under this Article 11 without any further action required on the part of the Trustee or any Holder. At the request of the Company, the Trustee shall execute and deliver an appropriate instrument evidencing the release of a Guarantor pursuant to this Section 11.0711.06.
Appears in 1 contract
Release of Guarantor. (a) Upon the sale (including any sale pursuant to any exercise of remedies by a holder of Senior Debt of the Company or of any such Guarantor) or other disposition (including by way of consolidation or merger) of a Guarantor that is a Restricted Subsidiary of the Company or the sale or disposition of all or substantially all the assets of such Guarantor (in each case, case other than a sale or disposition to the Company or an Affiliate of the CompanyCompany and if in connection therewith the Company provides an Officers’ Certificate to the Trustee to the effect that the Company will comply with its obligations under Section 4.10 hereof in respect of such disposition), or ,
(b) upon designation of a Guarantor as an Unrestricted Subsidiary pursuant to the terms of this Indenture, or
(c) at such time, and for so long as, (i) the Company’s Credit Facilities do not require any guarantees of the Domestic Subsidiaries and (ii) all of the Domestic Subsidiaries have less than $75.0 million of Indebtedness then outstanding owed to Persons other than the Company or any Restricted Subsidiary, such 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. If the Guarantor becomes an Immaterial Domestic Restricted Subsidiary or ceases to be a Subsidiary or if the Company exercises its Legal Defeasance option or its Covenant Defeasance option in accordance with the provisions of Article 8 hereof, hereof or if its obligations under this Indenture are discharged in accordance with Section 8.06 hereof, Holdings and each Guarantor shall be released from all obligations under this Article 11 without any further action required on the part of the Trustee or any Holder. At the request of the Company, the Trustee shall execute and deliver an appropriate instrument evidencing the release of a Guarantor pursuant to this Section 11.07.
Appears in 1 contract
Samples: Indenture (Daramic, LLC)
Release of Guarantor. Upon the sale (including any sale pursuant to any exercise of remedies by a holder of Senior Debt of the Company or of any Guarantor) or other disposition (including by way of consolidation or merger) of a such Guarantor or (b) the sale or disposition of all or substantially all of the assets of such Guarantor (in each casecase of clauses (a) and (b), other than a sale or disposition to the Company or an Affiliate of the CompanyCompany and if in connection therewith the Company provides an Officers’ Certificate to the Trustee to the effect that the Company will comply with its obligations under Section 4.10 hereof in respect of such disposition), (c) upon the release of such Guarantor from its guarantee, if any, of all pledges and security, if any, granted by such Guarantor in connection with the Credit Facility or (d) upon designation of a Guarantor as an Unrestricted Subsidiary pursuant to the terms of this Indenture, such 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. If the Guarantor becomes an Immaterial Domestic Restricted Subsidiary or ceases to be a Subsidiary or if the Company exercises its Legal Defeasance option or its Covenant Defeasance option in accordance with the provisions of Article 8 hereof, hereof or if its obligations under this Indenture are discharged in accordance with Section 8.06 hereof, Holdings and each Guarantor shall be released from all obligations under this Article 11 without any further action required on the part of the Trustee or any Holder. At the request of the Company, the Trustee shall execute and deliver an appropriate instrument evidencing the release of a Guarantor pursuant to this Section 11.0711.06.
Appears in 1 contract
Release of Guarantor. Upon the sale (including any sale pursuant to any exercise of remedies by a holder of Senior Debt of the Company or of any Guarantor) or other disposition (including by way of consolidation or merger) of a such Guarantor or (b) the sale or disposition of all or substantially all of the assets of such Guarantor (in each casecase of clauses (a) and (b), other than a sale or disposition to the Company or an Affiliate of the CompanyCompany and if in connection therewith the Company provides an Officers’ Certificate to the Trustee to the effect that the Company will comply with its obligations under Section 4.08 hereof in respect of such disposition), (c) upon the release of such Guarantor from its guarantee, if any, of all pledges and security, if any, granted by such Guarantor in connection with the Credit Facility or (d) upon designation of a Guarantor as an Unrestricted Subsidiary pursuant to the terms of this Indenture, such 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. If the Guarantor becomes an Immaterial Domestic Restricted Subsidiary or ceases to be a Subsidiary or if the Company exercises its Legal Defeasance option or its Covenant Defeasance option in accordance with the provisions of Article 8 hereof, hereof or if its obligations under this Indenture are discharged in accordance with Section 8.06 hereof, Holdings and each Guarantor shall be released from all obligations under this Article 11 without any further action required on the part of the Trustee or any Holder. At the request of the Company, the Trustee shall execute and deliver an appropriate instrument evidencing the release of a Guarantor pursuant to this Section 11.0711.02.
Appears in 1 contract
Samples: First Supplemental Indenture (Central Garden & Pet Co)
Release of Guarantor. Upon the dissolution of a Guarantor, or upon the sale (including any sale pursuant to any exercise or other transfer of remedies by a holder of Senior Debt all of the Company or of any Guarantor) or other disposition (including by way of consolidation or merger) Capital Stock of a Guarantor or the sale or disposition of all or substantially all the assets of such Guarantor (in each case, other than a sale or disposition to the Company or any Person that is not an Affiliate of the Company), or upon designation of a Guarantor as an Unrestricted Subsidiary pursuant to Company in compliance with the terms of this IndentureIndenture (including, without limitation, Section 11.04 hereof) and in a transaction that does not result in a Default or an Event of Default being in existence or continuing immediately thereafter, such Guarantor shall be deemed automatically and unconditionally released and discharged from all obligations under this Article 11 Indenture without any further action required on the part of the Trustee or any Holder. If ; provided that any such release or discharge shall occur only to the Guarantor becomes an Immaterial Domestic Restricted Subsidiary or ceases to be a Subsidiary or if the Company exercises its Legal Defeasance option or its Covenant Defeasance option in accordance with the provisions of Article 8 hereof, or if its obligations under this Indenture are discharged in accordance with Section 8.06 hereof, Holdings and each Guarantor shall be released from extent that all obligations of such Guarantor under this Article 11 without any further action required on the part all of the Trustee its guarantees of, and under all of its pledges of assets or any Holder. At the request other security interests which secure, other Obligations of the Company, or any other Subsidiary of the Company, shall also be released or discharged upon such sale or other transfer. The Trustee shall execute and deliver at the expense of the Company an appropriate instrument or instruments evidencing the such release upon receipt of a Guarantor pursuant request of the Company accompanied by an Officers' Certificate and Opinion of Counsel certifying as to the compliance with this Section 11.0711.07 and the other applicable provisions of this Indenture.
Appears in 1 contract
Samples: Indenture (Grey Wolf Inc)
Release of Guarantor. Upon the sale (including any sale pursuant to any exercise a) If no Default or Event of remedies by a holder of Senior Debt of the Company Default exists or of any Guarantor) or other disposition (including by way of consolidation or merger) of a Guarantor or would exist under this Indenture, upon the sale or disposition of all or substantially all of the assets Capital Stock of such the Guarantor by the Company in a transaction constituting an Asset Sale the Net Cash Proceeds of which are applied in accordance with Section 4.16 (in each case, other than a sale or disposition to the Company or an Affiliate of the CompanyCompany or a Restricted Subsidiary), or upon designation of a Guarantor as an Unrestricted Subsidiary pursuant to the terms of this Indenture, such Guarantor shall be deemed automatically and unconditionally released and discharged from all obligations under this Article 11 without any further action required on the part of the Trustee or any Holder. If ; provided, however, that the Guarantor becomes an Immaterial Domestic Restricted Subsidiary is sold or ceases to be a Subsidiary or if the Company exercises its Legal Defeasance option or its Covenant Defeasance option disposed of in accordance with the provisions of Article 8 hereof, or if its obligations under this Indenture are discharged in accordance with Section 8.06 hereof, Holdings and each Guarantor shall be released from all obligations under this Article 11 without any further action required on the part of the Trustee or any Holder. At the request of the Company, the Indenture.
(b) The Trustee shall execute and deliver an appropriate instrument evidencing the release of the Guarantor upon receipt of a request of the Company or the Guarantor pursuant accompanied by an Officer's Certificate and an Opinion of Counsel certifying as to the compliance with this Section 11.0711.3. The Trustee shall execute any documents reasonably requested by the Company or the Guarantor in order to evidence the release of the Guarantor from its obligations under the Guarantee and under this Article 11. Except as set forth in Articles 4 and this Section 11.3, nothing contained in this Indenture or in any of the Notes shall prevent any consolidation or merger of the Guarantor with or into the Company or to an Affiliate of the Company or to a Restricted Subsidiary or shall prevent any sale or conveyance of the property of the Guarantor as an entirety or substantially as an entirety to the Company or to an Affiliate of the Company or to a Restricted Subsidiary.
Appears in 1 contract
Release of Guarantor. (a) Upon the sale (including any sale pursuant to any exercise of remedies by a holder of Senior Debt of the Company or of any such Guarantor) or other disposition (including by way of consolidation or merger) of a Guarantor that is a Restricted Subsidiary of the Company or the sale or disposition of all or substantially all the assets of such Guarantor (in each case, case other than a sale or disposition to the Company or an Affiliate of the CompanyCompany and if in connection therewith the Company provides an Officers' Certificate to the Trustee to the effect that the Company will comply with its obligations under Section 4.10 hereof in respect of such disposition), or upon ,
(b) Upon designation of a Guarantor as an Unrestricted Subsidiary pursuant to the terms of this Indenture, such 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. or
(c) If the Guarantor becomes an Immaterial Domestic Restricted Subsidiary or ceases to be a Subsidiary or if the Company exercises its Legal Defeasance option or its Covenant Defeasance option in accordance with the provisions of Article 8 hereof, hereof or if its obligations under this Indenture are discharged in accordance with Section 8.06 hereof, Holdings and then each Guarantor shall be released from all obligations under this Article 11 without any further action required on the part of the Trustee or any Holder. At the request of the Company, the Trustee shall execute and deliver an appropriate instrument evidencing the release of a Guarantor pursuant to this Section 11.07.
Appears in 1 contract
Samples: Indenture (Spheris Leasing LLC)
Release of Guarantor. Upon In the event of a sale (including any sale pursuant to any exercise of remedies by a holder of Senior Debt of the Company or of any Guarantor) or other disposition (including of all of the assets of any Subsidiary Guarantor, by way of merger, consolidation or merger) of otherwise, or a Guarantor or the sale or other disposition of all or substantially all of the assets Equity Interests of any Subsidiary Guarantor then held by the Company and the Restricted Subsidiaries, then that Subsidiary Guarantor will be released and relieved of any obligations under its Note Guarantee; provided that the Net Available Proceeds of such Guarantor (in each case, other than a sale or other disposition to the Company or an Affiliate are applied in accordance with Section 4.15 of the Company), or upon designation of a this Indenture. Any Subsidiary Guarantor that is designated as an Unrestricted Subsidiary pursuant to the terms of this Indenture, such 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. If the Guarantor becomes an Immaterial Domestic Restricted Subsidiary or that otherwise ceases to be a Subsidiary or if the Company exercises its Legal Defeasance option or its Covenant Defeasance option Guarantor, in each case in accordance with the provisions of Article 8 hereofthis Indenture, or if its obligations under this Indenture are discharged in accordance with Section 8.06 hereof, Holdings and each Guarantor shall will be released from all obligations under this Article 11 without any further action required on its Note Guarantee upon effectiveness of such Designation or when it first ceases to be a Restricted Subsidiary, as the part of the Trustee or any Holdercase may be. At the request of the Company, the The Trustee shall execute and deliver an appropriate instrument evidencing the release of a Guarantor pursuant upon receipt of a request of the Company accompanied by an Officers Certificate certifying as to the compliance with this Section 11.0710.04. Any Guarantor not so released or the entity surviving such Guarantor, as applicable, will remain or be liable under its Note Guarantee as provided in this Article 10. The Trustee shall execute any documents reasonably requested by the Company 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 10.
Appears in 1 contract
Release of Guarantor. Upon the sale (including any sale pursuant to any exercise of remedies by a holder of Senior Debt of the Company or of any Guarantor) or other disposition (including by way of consolidation or merger) of a Guarantor or the sale or disposition of all or substantially all the assets of such Guarantor (in each case, other than a sale or disposition to the Company or an Affiliate of the CompanyCompany and, if in connection therewith, the Company provides an Officers’ Certificate to the Trustee to the effect that the Company will comply with its obligations under Section 4.10 hereof in respect of such disposition), or upon designation of a Guarantor as an Unrestricted Subsidiary pursuant to the terms of this Indenture, such 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. If the Guarantor becomes an Immaterial Domestic Restricted Subsidiary or ceases to be a Subsidiary or if the Company exercises its Legal Defeasance option or its Covenant Defeasance option in accordance with the provisions of Article 8 hereof, or if its obligations under this Indenture are discharged in accordance with Section 8.06 hereof, Holdings and each Guarantor shall be released from all obligations under this Article 11 without any further action required on the part of the Trustee or any Holder. At the request of the Company, the Trustee shall execute and deliver an appropriate instrument evidencing the release of a Guarantor pursuant to this Section 11.07.
Appears in 1 contract
Samples: Indenture (TransDigm Group INC)
Release of Guarantor. Upon the sale (including any sale pursuant to any exercise of remedies by a holder of Senior Debt of the Company Company, the Issuer or of any Guarantor) or other disposition (including by way of consolidation or merger) of a Guarantor or the sale or disposition of all or substantially all the assets of such Guarantor (in each case, other than a sale or disposition to the Company or an Affiliate of the Company), or upon designation of a Guarantor as an Unrestricted Subsidiary pursuant to the terms of this Indenture, such 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. If the Guarantor becomes an Immaterial Domestic Restricted Subsidiary or ceases to be a Subsidiary of the Company or if the Company Issuer exercises its Legal Defeasance option or its Covenant Defeasance option in accordance with the provisions of Article 8 hereof, or if its obligations under this Indenture are discharged in accordance with Section 8.06 hereof, Holdings Holdings, the Company and each Guarantor shall be released from all obligations under this Article 11 without any further action required on the part of the Trustee or any Holder. At the request of the CompanyIssuer, the Trustee shall execute and deliver an appropriate instrument evidencing the release of a Guarantor pursuant to this Section 11.07.
Appears in 1 contract
Samples: Indenture (TransDigm Group INC)
Release of Guarantor. (a) Upon the sale (including any sale pursuant to any exercise of remedies by a holder of Senior Debt of the Company or of any Guarantor) or other disposition (including by way of consolidation or merger) of a Guarantor or (b) the sale or disposition of all or substantially all the assets of such Guarantor (in each casecase of clauses (a) and (b), other than a sale or disposition to the Company or an Affiliate of the CompanyCompany and if in connection therewith the Company provides an Officers’ Certificate to the Trustee to the effect that the Company will comply with its obligations under Section 4.10 hereof in respect of such disposition), (c) upon the release of such Guarantor from its guarantee, if any, of all pledges and security, if any, granted by such Guarantor in connection with the Credit Facility or (d) upon designation of a Guarantor as an Unrestricted Subsidiary pursuant to the terms of this Indenture, such 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. If the Guarantor becomes an Immaterial Domestic Restricted Subsidiary or ceases to be a Subsidiary or if the Company exercises its Legal Defeasance option or its Covenant Defeasance option in accordance with the provisions of Article 8 hereof, hereof or if its obligations under this Indenture are discharged in accordance with Section 8.06 hereof, Holdings and each Guarantor shall be released from all obligations under this Article 11 without any further action required on the part of the Trustee or any Holder. At the request of the Company, the Trustee shall execute and deliver an appropriate instrument evidencing the release of a Guarantor pursuant to this Section 11.0711.06.
Appears in 1 contract
Release of Guarantor. Upon the sale (including any sale pursuant to any exercise of remedies by a holder of Senior Debt of the Company or of any Guarantor) or other disposition (including by way of consolidation or merger) of a Guarantor or the sale or disposition of all or substantially all the assets of such Guarantor (in each case, other than a sale or disposition to the Company or an Affiliate of the Company), or upon designation of a Guarantor as an Unrestricted Subsidiary pursuant to the terms of this Indenture, such Guarantor shall be deemed released from all obligations under this Article 11 10 without any further action required on the part of the Trustee or any Holder. If the Guarantor becomes an Immaterial Domestic Restricted Subsidiary or ceases to be a Subsidiary or would otherwise not be required to be joined as a Guarantor pursuant to this Indenture if acquired as of such date or if the Company exercises its Legal Defeasance option or its Covenant Defeasance option in accordance with the provisions of Article 8 hereof, or if its obligations under this Indenture are discharged in accordance with Section 8.06 hereof, Holdings and each Guarantor shall be released from all obligations under this Article 11 10 without any further action required on the part of the Trustee or any Holder. At the request of the CompanyCompany and upon receipt by the Trustee of the documents required by Section 11.02 hereof, the Trustee shall execute and deliver an appropriate instrument evidencing the release of a Guarantor pursuant to this Section 11.07.10.07. 91
Appears in 1 contract
Samples: Indenture (TransDigm Group INC)