Common use of Release of Guarantor Clause in Contracts

Release of Guarantor. (a) The Guarantee of a Guarantor will be automatically and unconditionally released without any action on the part of the Trustee or the Holders of the Notes: (1) in connection with any sale or other disposition of all or substantially all of the assets of that Guarantor (including, without limitation, by way of merger or consolidation), if the Company applies the Net Cash Proceeds of that sale or other disposition in accordance with the applicable provisions of this Indenture; (2) in connection with any sale of all of the Capital Stock of that Guarantor, if the Company applies the Net Cash Proceeds of that sale in accordance with the applicable provisions of this Indenture; (3) if the Company designates that Guarantor as an Unrestricted Subsidiary in accordance with the applicable provisions of this Indenture; or (4) upon the payment in full of the Notes. In addition, concurrently with any Legal Defeasance or Covenant Defeasance, the Guarantors shall be released from all of their Obligations under their respective applicable Guarantees. (b) The Trustee shall deliver an appropriate instrument evidencing such release upon receipt of a request by the Company accompanied by an Officers' Certificate and Opinion of Counsel certifying as to the compliance with this Section 10.4.

Release of Guarantor. (a) The Guarantee of a Guarantor will be automatically and unconditionally released without any action on the part of the Trustee or the Holders of the Notes: : (1) in connection with any sale or other disposition of all or substantially all of the assets of that Guarantor (including, without limitation, by way of merger or consolidation), if the Company applies the Net Cash Proceeds of that sale or other disposition in accordance with the applicable provisions of this Indenture; (2) in connection with any sale of all of the Capital Stock of that Guarantor, if the Company applies the Net Cash Proceeds of that sale in accordance with the applicable provisions of this Indenture; (3) if the Company designates that Guarantor as an Unrestricted Subsidiary in accordance with the applicable provisions of this Indenture; or (4) upon the payment in full of the Notes. In addition, concurrently with any Legal Defeasance defeasance or Covenant Defeasancecovenant defeasance pursuant to Article IV, the Guarantors shall be released from all of their Obligations obligations under their respective applicable Guarantees. (b) The Trustee shall deliver an appropriate instrument evidencing such release upon receipt of a request by the Company accompanied by an Officers' ’ Certificate and Opinion of Counsel certifying as to the compliance with this Section 10.413.4.

Release of Guarantor. (a) The Guarantee of a Guarantor will be automatically and unconditionally released without any action on Upon the part of the Trustee or the Holders of the Notes: (1) in connection with any sale or other disposition (by merger or otherwise) of a Guarantor (or all or substantially all of its Property and assets) to a Person other than the assets of Company or another Guarantor and pursuant to a transaction that Guarantor is otherwise in compliance with this Indenture (including, without limitation, by way of merger or consolidationSection 4.07 hereof), if such Guarantor (unless it otherwise remains a Subsidiary) shall be deemed released from its Guarantee and the related Obligations set forth in the Indenture; provided that any such termination shall occur only to the extent that all Obligations of such Guarantor under all of its guarantees of and under all of its pledges of assets or other security interests which secure, other Indebtedness of the Company applies the Net Cash Proceeds of that shall also terminate or be released upon such sale or other disposition in accordance with the applicable provisions of this Indenture; (2) in connection with any sale of all of the Capital Stock of disposition. Each Guarantor that Guarantor, if the Company applies the Net Cash Proceeds of that sale in accordance with the applicable provisions of this Indenture; (3) if the Company designates that Guarantor is designated as an Unrestricted Subsidiary in accordance with the applicable provisions of this Indenture; or (4) upon the payment in full of the Notes. In addition, concurrently with any Legal Defeasance or Covenant Defeasance, the Guarantors Indenture shall be released from all of their its Guarantee and the related Obligations under their respective applicable Guarantees. (b) set forth in the Indenture so long as it remains an Unrestricted Subsidiary. The Trustee shall deliver an appropriate instrument or instruments evidencing such release upon receipt of a request by of the Company accompanied by an Officers' Certificate and Opinion of Counsel certifying as to the compliance with this Section 10.411.07 and the other applicable provisions of this Indenture.

Release of Guarantor. (a) The Guarantee of a Guarantor will be automatically and unconditionally released without any action on the part of the Trustee or the Holders of the Notes: : (1) in connection with any sale or other disposition of all or substantially all of the assets of that Guarantor (including, without limitation, by way of merger or consolidation), if the Company applies Issuers apply the Net Cash Proceeds of that sale or other disposition in accordance with the applicable provisions of this Indenture; (2) in connection with any sale of all of the Capital Stock of that Guarantor, if the Company applies Issuers apply the Net Cash Proceeds of that sale in accordance with the applicable provisions of this Indenture; (3) if the Company Xxxxxx Publishing designates that Guarantor as an Unrestricted Subsidiary in accordance with the applicable provisions of this Indenture; or (4) upon the payment in full of the Notes. In addition, concurrently with any Legal Defeasance or Covenant Defeasance, the Guarantors shall be released from all of their Obligations under their respective applicable Guarantees. (b) The Trustee shall deliver an appropriate instrument evidencing such release upon receipt of a request by the Company Issuers accompanied by an Officers' ’ Certificate and Opinion of Counsel certifying as to the compliance with this Section 10.411.4.

Release of Guarantor. (a) The Guarantee of a Guarantor will be automatically and unconditionally released without any action on the part of the Trustee or the Holders of the Notes: (1) in connection with any sale or other disposition of all or substantially all of the assets of that Guarantor (including, without limitation, by way of merger or consolidation), if the Company applies the Net Cash Proceeds of that sale or other disposition in accordance with the applicable provisions of this Indenture; (2) in connection with any sale of the event all of the Capital Stock of that Guarantora Guarantor is sold by the Company in compliance with clauses (1) and (2) of Section 1015(A) hereof, if the Company applies the Net Cash Proceeds of that sale in accordance with the applicable provisions of this Indenture; (3) if the Company designates a Restricted Subsidiary that is a Guarantor as an Unrestricted Subsidiary in accordance with the applicable provisions of this Indenture; or (4) upon the payment in full of the Notes. In addition, concurrently with any Legal Defeasance or Covenant Defeasance, the Guarantors shall be released from all of their Obligations under their respective applicable Guarantees. (b) The Trustee shall deliver an appropriate instrument evidencing such release re-lease 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 10.41604.

Release of Guarantor. Upon the occurrence of a sale or other disposition (aincluding by way of consolidation or merger) The Guarantee of a Guarantor will or the sale or disposition of all or substantially all the assets of such Guarantor (in each case other than to the Company or an Affiliate of the Company) pursuant to and in accordance with the terms and provisions of this Indenture, such Guarantor shall be automatically and unconditionally deemed released from all obligations under this Article Fourteen without any further action required on the part of the Trustee or any Holder; provided, however, that any such release will occur only to the Holders extent that all obligations of such Guarantor under the Senior Credit Facility and all of its Guarantees of, and under all of its pledges of assets or other security interests which secure, any other Indebtedness of the Notes: (1) in connection Company will also terminate concurrently with any such release and, provided further that that the Net Available Cash of such sale or other disposition of all or substantially all of the assets of that Guarantor (including, without limitation, by way of merger or consolidation), if the Company applies the Net Cash Proceeds of that sale or other disposition is applied in accordance with the applicable provisions of this Indenture; (2) in connection with any sale of all , including without limitation Section 1017 hereof. At the request of the Capital Stock Company and upon receipt of an Officer's Certificate and an Opinion of Counsel to the effect that Guarantor, if such sale or other disposition was made by the Company applies the Net Cash Proceeds of that sale in accordance with the applicable provisions of this Indenture; (3) if the Company designates that Guarantor as an Unrestricted Subsidiary in accordance with the applicable provisions of this Indenture; or (4) upon the payment in full of the Notes. In addition, concurrently with any Legal Defeasance or Covenant Defeasanceincluding without limitation Section 1017 hereof, the Guarantors shall be released from all of their Obligations under their respective applicable Guarantees. (b) The Trustee shall execute and deliver an appropriate instrument provided to it evidencing such release upon receipt of a request by the Company accompanied by an Officers' Certificate and Opinion of Counsel certifying as to the compliance with this Section 10.4release.

Release of Guarantor. (a) The Guarantee of a Guarantor will be automatically and unconditionally released without any action on the part of the Trustee or the Holders of the Notes: : (1) in connection with any sale or other disposition of all or substantially all of the assets of that Guarantor (including, without limitation, by way of merger or consolidation), if the Company applies the Net Cash Proceeds of that sale or other disposition in accordance with the applicable provisions of this Indenture; (2) in connection with any sale of the event all of the Capital Stock of that Guarantora Guarantor is sold by the Company in compliance with clauses (1) and (2) of Section 4.10(A) hereof, if the Company applies the Net Cash Proceeds of that sale in accordance with the applicable provisions of this Indenture; (3) if the Company designates a Restricted Subsidiary that is a Guarantor as an Unrestricted Subsidiary in accordance with the applicable provisions of this Indenture; or (4) upon the payment in full of the Notes. In addition, concurrently with any Legal Defeasance or Covenant Defeasance, the Guarantors shall be released from all of their Obligations under their respective applicable Guarantees. (b) The Trustee shall deliver an appropriate instrument evidencing such release upon receipt of a request by the Company accompanied by an Officers' ’ Certificate and Opinion of Counsel certifying as to the compliance with this Section 10.411.4.

Release of Guarantor. (a) The Guarantee of a Guarantor will be automatically and unconditionally released without any action on the part of the Trustee or the Holders of the Notes: : (1) in connection with any sale or other disposition of all or substantially all of the assets of that Guarantor (including, without limitation, by way of merger or consolidation), if the Company applies the Net Cash Proceeds of that sale or other disposition in accordance with the applicable provisions of this Indenture; (2) in connection with any sale of all of the Capital Stock of that Guarantor, if the Company applies the Net Cash Proceeds of that sale in accordance with the applicable provisions of this Indenture; (3) if the Company designates that Guarantor as an Unrestricted Subsidiary in accordance with the applicable provisions of this Indenture; or (4) upon the payment in full of the Notes. In addition, concurrently with any Legal Defeasance or Covenant Defeasance, the Guarantors shall be released from all of their Obligations under their respective applicable Guarantees. (b) The Trustee shall deliver an appropriate instrument evidencing such release upon receipt of a request by the Company accompanied by an Officers' Certificate and Opinion of Counsel certifying as to the compliance with this Section 10.4.

Release of Guarantor. (a) The Guarantee of a Guarantor will be automatically and unconditionally released without any action on the part of the Trustee or the Holders of the Notes: : (1) in connection with any sale or other disposition of all or substantially all of the assets of that Guarantor (including, without limitation, by way of merger or consolidation), if the Company applies the Net Cash Proceeds of that sale or other disposition in accordance with the applicable provisions of this Indenture; (2) in connection with any sale of all of the Capital Stock of that Guarantor, if the Company applies the Net Cash Proceeds of that sale in accordance with the applicable provisions of this Indenture; (3) if the Company designates that Guarantor as an Unrestricted Subsidiary in accordance with the applicable provisions of this Indenture; or (4) upon the payment in full of the Notes. In addition, concurrently with any Legal Defeasance defeasance or Covenant Defeasancecovenant defeasance pursuant to Article IV, the Guarantors shall be released from all of their Obligations obligations under their respective applicable Guarantees.. - 110 - (b) The Trustee shall deliver an appropriate instrument evidencing such release upon receipt of a request by the Company accompanied by an Officers' ’ Certificate and Opinion of Counsel certifying as to the compliance with this Section 10.413.4.

Release of Guarantor. (a) The Guarantee and any obligations of a Guarantor under any Security Document to which it is a party and any Lien created by such Guarantor under any such Security Documents will be automatically and unconditionally released without any action on the part of the Trustee or the Holders of the Notes: (1) in connection with any sale or other disposition of all or substantially all of the assets of that Guarantor (including, without limitation, by way of merger or consolidation), if the Company applies the Net Cash Proceeds of that sale or other disposition in accordance with the applicable provisions of this Indenture; (2) in connection with any sale of all of the Capital Stock of that Guarantor, if the Company applies the Net Cash Proceeds of that sale in accordance with the applicable provisions of this Indenture; (3) if the Company designates that Guarantor as an Unrestricted Subsidiary in accordance with the applicable provisions of this Indenture; or (4) upon the payment in full of the Notes. In addition, concurrently with any Legal Defeasance or Covenant Defeasance, the Guarantors shall be released from all of their Obligations under their respective applicable Guarantees. (b) The Trustee shall deliver an appropriate instrument evidencing such release upon receipt of a request by the Company accompanied by an Officers' Certificate and Opinion of Counsel certifying as to the compliance with this Section 10.411.4.

Release of Guarantor. (a) The Guarantee of a Guarantor will be automatically and unconditionally released without any action on the part of the Trustee or the Holders of the Notes: : (1) in connection with any sale or other disposition of all or substantially all of the assets of that Guarantor (including, without limitation, by way of merger or consolidation)) to a Person that is not (either before or after giving effect to such transaction) a Restricted Subsidiary of the Company, if the Company applies the Net Cash Proceeds such transaction complies with clauses (1) and (2) of that sale or other disposition in accordance with the applicable provisions of this IndentureSection 4.10(A) hereof; (2) in connection with any sale of the event all of the Capital Stock of that Guarantor, if a Guarantor is sold by the Company applies the Net Cash Proceeds in compliance with clauses (1) and (2) of that sale in accordance with the applicable provisions of this IndentureSection 4.10(A) hereof; (3) if the Company designates Issuers designate a Restricted Subsidiary that is a Guarantor as an Unrestricted Subsidiary in accordance with the applicable provisions of this Indenture; or (4) upon the payment in full of the Notes. In addition, concurrently with any Legal Defeasance or Covenant Defeasance, the Guarantors shall be released from all of their Obligations under their respective applicable Guarantees. (b) The Trustee shall deliver an appropriate instrument evidencing such release upon receipt of a request by the Company Issuers accompanied by an Officers' ’ Certificate and Opinion of Counsel certifying as to the compliance with this Section 10.4.

Release of Guarantor. A Guarantor shall be released from its obligations under this Article 10 (a) The Guarantee of a Guarantor will be automatically and unconditionally released without other than any action on the part of the Trustee or the Holders of the Notes:obligation that may have arisen under Section 10.07): (1) in connection with any sale or other disposition of all or substantially all of the assets of that Guarantor (including, without limitation, by way of merger or consolidation), if the Company applies the Net Cash Proceeds of that sale or other disposition in accordance with the applicable provisions of this Indenture; (2) in connection with any sale of event all of the Capital Stock of a Guarantor is sold or spun-off by the Company; provided that Guarantor, if such sale or spin-off complies with Section 4.06 and in connection therewith the Company applies delivers to the Net Cash Proceeds Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that sale all conditions provided for in accordance with this Indenture relating to such transaction have been complied with; (2) upon the applicable provisions of this Indenture; (3) if designation by the Company designates of such Restricted Subsidiary that is a Guarantor as an Unrestricted Subsidiary in accordance with the applicable 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 4.12; or or (4) upon the payment in full Company’s exercise of the Notes. In addition, concurrently with any Legal Defeasance or Covenant DefeasanceDefeasance as described under Article 8 or if the Company’s obligations under this Indenture are discharged in accordance with the terms of this Indenture. At the request of the Company, the Guarantors shall be released from all of their Obligations under their respective applicable Guarantees. (b) The Trustee shall execute and deliver an appropriate instrument evidencing such release. Upon the release upon receipt of a request by Guarantor from its Guarantee, such Guarantor will also be automatically and unconditionally released from its obligations under the Company accompanied by an Officers' Certificate and Opinion of Counsel certifying as to the compliance with this Section 10.4Security Documents.

Release of Guarantor. (a) The Guarantee of a Guarantor will be automatically and unconditionally released without any action on the part of the Trustee or the Holders of the Notes: : (1) in connection con- nection with any sale or other disposition of all or substantially all of the assets of that Guarantor (including, without limitation, by way of merger or consolidation), if the Company applies the Net Cash Proceeds of that sale or other disposition in accordance with the applicable provisions of this Indenture; (2) in connection with any sale of the event all of the Capital Stock of that Guarantora Guarantor is sold by the Company in compliance with clauses (1) and (2) of Section 4.10(A) hereof, if the Company applies the Net Cash Proceeds of that sale in accordance with the applicable provisions of this Indenture; (3) if the Company designates a Restricted Subsidiary that is a Guarantor as an Unrestricted Subsidiary in accordance with the applicable provisions of this Indenture; or (4) upon the payment in full of the Notes. In addition, concurrently with any Legal Defeasance or Covenant Defeasance, the Guarantors shall be released from all of their Obligations under their respective applicable Guarantees. (b) The Trustee shall deliver an appropriate instrument evidencing such release upon receipt of a request by the Company accompanied by an Officers' ’ Certificate and Opinion of Counsel certifying as to the compliance with this Section 10.411.4.

Release of Guarantor. (a) The In addition to the provisions of Section 4.16 hereof, the Guarantee and any obligations of each Guarantor, if any, under any Security Document to which it is a party and any Lien created by such Guarantor under any such Security Documents will be automatically and unconditionally released without any action on the part of the Trustee or the Holders of the Notes: (1) in connection with any sale or other disposition of all or substantially all of the assets of that Guarantor (including, without limitation, by way of merger or consolidation), if the Company applies the Net Cash Proceeds of that sale or other disposition in accordance with the applicable provisions of this Indenture; (2) in connection with any sale of all of the Capital Stock of that Guarantor, if the Company applies the Net Cash Proceeds of that sale in accordance with the applicable provisions of this Indenture; (3) if the Company designates that Guarantor as an Unrestricted Subsidiary in accordance with the applicable provisions of this Indenture; or (4) upon the payment in full of the Notes. In addition, concurrently with any Legal Defeasance or Covenant Defeasance, the Guarantors shall be released from all of their Obligations obligations under their respective applicable Guarantees. (b) The Trustee shall deliver an appropriate instrument evidencing such release upon receipt of a request by the Company accompanied by an Officers' Certificate and Opinion of Counsel certifying as to the compliance with Section 4.16 hereof or this Section 10.411.4, as applicable.