Common use of Release of Guaranty Clause in Contracts

Release of Guaranty. The Note Guaranty of each Guarantor will terminate upon: (i) a sale or other disposition (including by way of consolidation or merger) of the applicable Guarantor or the sale or disposition of all or substantially all the assets of such Guarantor (in each case other than to the Issuer or a Subsidiary) otherwise permitted by this Indenture; or (ii) defeasance or discharge of the Notes, as provided in Article 8, subject to those obligations of the applicable Guarantor that shall survive defeasance or discharge. Upon delivery by the Issuer to the Trustee of an Officer’s Certificate and an Opinion of Counsel to the foregoing effect, the Trustee will execute any documents reasonably requested by the Issuer in writing in order to evidence the release of the applicable Guarantor from its obligations under its Note Guaranty.

Appears in 3 contracts

Samples: Indenture (Azul Sa), Indenture (Azul Sa), Indenture (Azul Sa)

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Release of Guaranty. The Note Guaranty of each a Guarantor will terminate upon: (ia) a sale or other disposition (including by way of consolidation or merger) of the applicable Guarantor or the sale or disposition of all or substantially all the assets of such the Guarantor (in each case other than to the Issuer Company or a Restricted Subsidiary) otherwise permitted by this the Indenture; , (b) the designation in accordance with the Indenture of the Guarantor as an Unrestricted Subsidiary, or (iic) defeasance or discharge of the Notes, as provided in Article 8, subject to those obligations of the applicable Guarantor that shall survive defeasance or discharge. Upon delivery by the Issuer Company to the Trustee of an Officer’s Officers’ Certificate and an Opinion of Counsel to the foregoing effect, the Trustee will execute any documents reasonably requested by the Issuer in writing required in order to evidence the release of the applicable Guarantor from its obligations under its Note Guaranty.

Appears in 2 contracts

Samples: Note (Neenah Foundry Co), Indenture (Neenah Foundry Co)

Release of Guaranty. The Note Guaranty of each a Guarantor will terminate upon: (ia) a sale or other disposition (including by way of consolidation or merger) of the applicable Guarantor or the sale or disposition of all or substantially all the assets of such the Guarantor (in each case other than to the Issuer Company or a Restricted Subsidiary) otherwise permitted by this Indenture; , (b) the designation in accordance with this Indenture of the Guarantor as an Unrestricted Subsidiary, or (iic) defeasance or discharge of the Notes, as provided in Article 8, subject to those obligations of the applicable Guarantor that shall survive defeasance or discharge. Upon delivery by the Issuer Company to the Trustee of an Officer’s Officers’ Certificate and an Opinion of Counsel to the foregoing effect, the Trustee will execute any documents reasonably requested by the Issuer in writing required in order to evidence the release of the applicable Guarantor from its obligations under its Note Guaranty.

Appears in 2 contracts

Samples: Indenture (Century California, LLC), Indenture (Century Aluminum Co)

Release of Guaranty. The Note Guaranty of each the Guarantor will terminate upon: (i) a sale or other disposition (including by way of consolidation or merger) of the applicable Guarantor or the sale or disposition of all or substantially all the assets of such the Guarantor (in each case other than to the Issuer Company or a Subsidiary) otherwise permitted by this Indenture; or (ii) defeasance or discharge of the Notes, as provided in Article 8, subject to those obligations of the applicable Guarantor that shall survive defeasance or discharge. Upon delivery by the Issuer Company to the Trustee of an Officer’s Officers’ Certificate and an Opinion of Counsel to the foregoing effect, the Trustee will execute any documents reasonably requested by the Issuer Company in writing in order to evidence the release of the applicable Guarantor from its obligations under its Note Guaranty.

Appears in 2 contracts

Samples: Indenture (Latam Airlines Group S.A.), Indenture (Latam Airlines Group S.A.)

Release of Guaranty. The Note Guaranty of each a Guarantor will terminate upon: (ia) a sale or other disposition (including by way of consolidation or merger) of the applicable Guarantor or the sale or disposition of all or substantially all the assets of such the Guarantor (in each case other than to the Issuer Company or a Restricted Subsidiary) otherwise permitted by this the Indenture; , (b) the designation in accordance with the Indenture of the Guarantor as an Unrestricted Subsidiary, or (iic) defeasance or discharge of the Notes, as provided in Article 8, subject to those obligations of the applicable Guarantor that shall survive defeasance or discharge. Upon delivery by the Issuer Company to the Trustee of an Officer’s Officers' Certificate and an Opinion of Counsel to the foregoing effect, the Trustee will execute any documents reasonably requested by the Issuer in writing required in order to evidence the release of the applicable Guarantor from its obligations under its Note Guaranty.

Appears in 1 contract

Samples: Indenture (Century Aluminum Co)

Release of Guaranty. The Note Guaranty of each a Guarantor will terminate upon: (i1) a sale or other disposition (including by way of consolidation or merger) of the applicable Guarantor or the sale or disposition of all or substantially all the assets of such the Guarantor (in each case other than to the Issuer Company or a Restricted Subsidiary) otherwise permitted by this the Indenture; , (2) the designation in accordance with the Indenture of the Guarantor as an Unrestricted Subsidiary, or (ii3) defeasance or discharge of the Notes, as provided in Article 8, subject to those obligations of the applicable Guarantor that shall survive defeasance or discharge. Upon delivery by the Issuer Company to the Trustee of an Officer’s Officers’ Certificate and an Opinion of Counsel to the foregoing effect, the Trustee will execute any documents reasonably requested prepared by the Issuer in writing Company at its cost and expense reasonably required in order to evidence the release of the applicable Guarantor from its obligations under its Note Guaranty.

Appears in 1 contract

Samples: Indenture (J2 Global, Inc.)

Release of Guaranty. The Note Guaranty of each a Guarantor will terminate upon: (i1) a sale or other disposition (including by way of consolidation or merger) of the applicable Guarantor or the sale or disposition of all or substantially all the assets of such the Guarantor (in each case other than to the Issuer Company or a Restricted Subsidiary) otherwise permitted by this the Indenture; (2) the designation in accordance with the Indenture of the Guarantor as an Unrestricted Subsidiary; or (ii3) defeasance or discharge of the Notes, as provided in Article 8pursuant to Sections 8.01, subject to those obligations of the applicable Guarantor that shall survive defeasance 8.02 or discharge8.03. Upon delivery by the Issuer Company to the Trustee of an Officer’s Officers’ Certificate and an Opinion of Counsel to the foregoing effect, the Trustee will execute any documents reasonably requested by the Issuer Company in writing in order to evidence the release of the applicable Guarantor from its obligations under its Note Guaranty.

Appears in 1 contract

Samples: Indenture (UWM Holdings Corp)

Release of Guaranty. The Note Guaranty of each a Guarantor will terminate upon: (i1) a sale or other disposition (including by way of consolidation or merger) of the applicable Guarantor or the sale or disposition of all or substantially all the assets of such the Guarantor (in each case other than to the Issuer Company or a Restricted Subsidiary) otherwise permitted by this Indenture; , (2) the designation in accordance with this Indenture of the Guarantor as an Unrestricted Subsidiary, or (ii3) defeasance or discharge of the Notes, as provided in Article 8, subject to those obligations of the applicable Guarantor that shall survive defeasance or discharge. Upon delivery by the Issuer Issuers to the Trustee of an Officer’s Certificate and an Opinion of Counsel to the foregoing effect, the Trustee will execute any documents reasonably requested prepared by the Issuer in writing Issuers at its cost and expense reasonably required in order to evidence the release of the applicable Guarantor from its obligations under its Note Guaranty.

Appears in 1 contract

Samples: Indenture (J2 Global, Inc.)

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Release of Guaranty. The Note Guaranty of each a Guarantor will terminate upon: (i1) a sale or other disposition (including by way of consolidation or merger) of the applicable Guarantor or the sale or disposition of all or substantially all the assets of such the Guarantor (in each case other than to the Issuer Company or a Restricted Subsidiary) otherwise permitted by this Indenture; (2) the designation in accordance with this Indenture of the Guarantor as an Unrestricted Subsidiary; or (ii3) defeasance or discharge of the Notes, as provided in Article 8pursuant to Sections 8.01, subject to those obligations of the applicable Guarantor that shall survive defeasance 8.02 or discharge8.03. Upon delivery by the Issuer Company to the Trustee of an Officer’s Officers’ Certificate and an Opinion of Counsel to the foregoing effect, the Trustee will execute any documents reasonably requested by the Issuer Company in writing in order to evidence the release of the applicable Guarantor from its obligations under its Note Guaranty.

Appears in 1 contract

Samples: Indenture (UWM Holdings Corp)

Release of Guaranty. The Note Guaranty of each a Guarantor will terminate upon: (i1) a sale or other disposition (including by way of consolidation or merger) of the applicable Guarantor or the sale or disposition of all or substantially all the assets of such the Guarantor (in each case other than to the Issuer Company or a Subsidiary) otherwise permitted not prohibited by this the Indenture; , (2) a Guarantor ceases to guarantee any Debt of the Company, or (ii3) defeasance or discharge of the Notes, as provided in Article 8, subject to those obligations of the applicable Guarantor that shall survive defeasance or discharge“Defeasance and Discharge”. Upon delivery by the Issuer Company to the Trustee of an Officer’s Officers’ Certificate and an Opinion of Counsel to the foregoing effect, the Trustee will execute any documents reasonably requested by the Issuer in writing required in order to evidence the release of the applicable Guarantor from its obligations under its Note Guaranty.

Appears in 1 contract

Samples: Indenture (Harbinger Group Inc.)

Release of Guaranty. The Note Guaranty of each a Guarantor will terminate automatically upon: (i1) a sale sale, transfer or other disposition (including by way of consolidation or merger) of the applicable Guarantor or the sale or disposition of all or substantially all the assets of such the Guarantor (in each case other than to the Issuer Company or a Subsidiary) otherwise permitted not prohibited by this Indenture; (2) a Guarantor ceases to guarantee any Debt of the Company (other than the Notes); or (ii3) defeasance or discharge of the Notes, as provided in Article 8, subject to those obligations of the applicable Guarantor that shall survive defeasance or discharge. Upon delivery by the Issuer Company to the Trustee of an Officer’s Certificate and an Opinion of Counsel to the foregoing effect, the Trustee will execute any documents reasonably requested by the Issuer in writing required in order to evidence the release of the applicable Guarantor from its obligations under its Note Guaranty.

Appears in 1 contract

Samples: Indenture (Harbinger Group Inc.)

Release of Guaranty. The Note Guaranty of each a Guarantor will terminate upon: (i1) a sale or other disposition (including by way of consolidation or merger) of the applicable Guarantor or the sale or disposition of all or substantially all the assets of such the Guarantor (in each case other than to the Issuer Company or a Subsidiary) otherwise permitted by this the Indenture; , (2) a Guarantor ceases to guarantee any Debt of the Company, or (ii3) defeasance or discharge of the Notes, as provided in Article 8, subject to those obligations of the applicable Guarantor that shall survive defeasance or discharge“Defeasance and Discharge”. Upon delivery by the Issuer Company to the Trustee of an Officer’s Officers’ Certificate and an Opinion of Counsel to the foregoing effect, the Trustee will execute any documents reasonably requested by the Issuer in writing required in order to evidence the release of the applicable Guarantor from its obligations under its Note Guaranty.

Appears in 1 contract

Samples: Indenture (Harbinger Group Inc.)

Release of Guaranty. The Note Guaranty of each a Guarantor will terminate upon: (ia) a sale or other disposition (including by way of consolidation or merger) of the applicable Guarantor or the sale or disposition of all or substantially all the assets of such the Guarantor (in each case other than to the Issuer Company or a Restricted Subsidiary) otherwise permitted by this Indenture; or, (iib) the designation in accordance with this Indenture of the Guarantor as an Unrestricted Subsidiary, or (c) defeasance or discharge of the Notes, as provided in Article 8, subject to those obligations of the applicable Guarantor that shall survive defeasance or discharge. Upon delivery by the Issuer Company to the Trustee of an Officer’s Officers’ Certificate and an Opinion of Counsel to the foregoing effect, the Trustee will shall execute any documents reasonably requested by the Issuer in writing required in order to evidence the release of the applicable Guarantor from its obligations under its Note Guaranty.

Appears in 1 contract

Samples: Indenture (NFC Castings Inc)

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