Common use of Release of Guaranty Clause in Contracts

Release of Guaranty. The Note Guaranty of a Guarantor will terminate upon (1) a sale or other disposition (including by way of consolidation or merger) of the Guarantor or the sale or disposition of all or substantially all the assets of the Guarantor (in each case other than to the Company or a Restricted Subsidiary) otherwise permitted by the Indenture, (2) if the Note Guaranty was required pursuant to the terms of the Indenture, the cessation of the circumstances requiring the Note Guaranty, (3) the designation in accordance with the Indenture of the Guarantor as an Unrestricted Subsidiary, or (4) defeasance or discharge of the Notes, as provided in Article 8 . Upon delivery by the Company to the Trustee of an Officers' Certificate and an Opinion of Counsel to the foregoing effect, the Trustee will execute any documents reasonably required in order to evidence the release of the Guarantor from its obligations under its Note Guaranty.

Appears in 2 contracts

Samples: Indenture (Vitro Sa De Cv), Indenture (Vitro Sa De Cv)

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Release of Guaranty. The Note Guaranty of a Guarantor will terminate upon: (1a) a sale or other disposition (including by way of consolidation consolidation, amalgamation or merger) of the Guarantor or the sale or disposition of all or substantially all the assets of the Guarantor (in each case other than to the Company or a Restricted Subsidiary) otherwise permitted by the Indenture,; (2b) if the Note Guaranty was required pursuant to the terms of the Indenture, including pursuant to Section 4.11 the cessation of the circumstances requiring the Note Guaranty,; (3c) the designation in accordance with the Indenture of the Guarantor as an Unrestricted Subsidiary, Subsidiary in accordance with the Indenture; or (4d) defeasance or discharge of the Notes, as provided in Article 8 8. Upon delivery by the Company to the Trustee of an Officers' Certificate and an Opinion of Counsel to the foregoing effect, the Trustee will execute any documents reasonably required in order to evidence the release of the Guarantor from its obligations under its Note Guaranty.

Appears in 2 contracts

Samples: Indenture (GeoPark LTD), Indenture (GeoPark Holdings LTD)

Release of Guaranty. The Note Guaranty of a Guarantor will terminate upon (1) a sale or other disposition (including by way of consolidation or merger) of Capital Stock of the Guarantor if, as a result of such disposition, such Guarantor ceases to be a Subsidiary or the sale or disposition of all or substantially all the assets of the Guarantor (in each case other than to the Company or a Restricted Subsidiary) otherwise permitted by the Indenture, (2) if the Note Guaranty was required pursuant to the terms release of the IndentureGuarantee by such Guarantor of Debt under the Credit Agreement, the cessation of the circumstances requiring the Note Guarantyother than a discharge through payment thereon, (3) the designation in accordance with the Indenture of the Guarantor as an Unrestricted Subsidiary, or (4) defeasance or discharge of the Notes, as provided in Article 8 8. Upon delivery by the Company to the Trustee of an Officers' Certificate and an Opinion of Counsel to the foregoing effect, the Trustee will execute any documents reasonably required in order to evidence the release of the Guarantor from its obligations under its Note Guaranty.

Appears in 1 contract

Samples: Indenture (Huntington Ingalls Industries, Inc.)

Release of Guaranty. The Note Notes Guaranty of a Guarantor will terminate upon: (1i) a sale or other disposition (including by way of consolidation or merger) of the Guarantor or the sale or disposition of all or substantially all the assets of the Guarantor (in each case other than to the Company or a Restricted Subsidiary) otherwise permitted by the this Indenture,; (2ii) if the Note Notes Guaranty was required pursuant to the terms of the this Indenture, the cessation of the circumstances requiring the Note Notes Guaranty, (3) the designation in accordance with the Indenture of the Guarantor as an Unrestricted Subsidiary, ; or (4iii) defeasance or discharge of the Notes, as provided in Article 8 8. Upon delivery by the Company to the Trustee of an Officers' Certificate and an Opinion of Counsel stating that all conditions precedent to the foregoing effectrelease of the Guarantor from its obligations under its Notes Guaranty have been satisfied, the Trustee will execute any documents reasonably required requested by the Company in writing in order to evidence the release of the Guarantor from its obligations under its Note Notes Guaranty.

Appears in 1 contract

Samples: Indenture (Cosan Ltd.)

Release of Guaranty. The Note Guaranty of a Guarantor will terminate upon (1a) in the case of a Domestic Restricted Subsidiary of the Issuer, a sale or other disposition (including by way of consolidation or merger) of the Guarantor or the sale or disposition of all or substantially all the assets of the Guarantor (in each case other than to the Company or a Restricted Subsidiary) otherwise permitted by the Indenture, (2b) if in the Note Guaranty was required pursuant to the terms case of a Domestic Restricted Subsidiary of the IndentureIssuer, the cessation of the circumstances requiring the Note Guaranty, (3) the designation in accordance with the Indenture of the Guarantor as an Unrestricted Subsidiary, or (4c) defeasance or discharge of the Notes, as provided in Article 8 Nine hereto. Upon delivery by the Company Issuer to the Trustee of an Officers' Officer’s Certificate and an Opinion of Counsel to the foregoing effect, the Trustee will execute any documents reasonably required in order to evidence the release of the Guarantor from its obligations under its Note Guaranty.

Appears in 1 contract

Samples: Indenture (Spansion Inc.)

Release of Guaranty. The Note Guaranty of a Guarantor will terminate upon: (1a) a sale or other disposition (including by way of consolidation consolidation, amalgamation or merger) of the Guarantor or the sale or disposition of all or substantially all the assets of the Guarantor (in each case other than to the Company Issuer or a Restricted Subsidiary) otherwise permitted by the this Indenture,; (2b) if the Note Guaranty was required pursuant to the terms of the this Indenture, including pursuant to Section 4.11 the cessation of the circumstances requiring the Note Guaranty,; (3c) the designation in accordance with the Indenture of the Guarantor as an Unrestricted Subsidiary, Subsidiary in accordance with this Indenture; or (4d) defeasance or discharge of the Notes, as provided in Article 8 8. Upon delivery by the Company Issuer to the Trustee of an Officers' Certificate and an Opinion of Counsel to the foregoing effect, the Trustee will execute any documents reasonably required in order to evidence the release of the Guarantor from its obligations under its Note Guaranty.

Appears in 1 contract

Samples: Indenture (GeoPark LTD)

Release of Guaranty. The Note Guaranty of a Guarantor will terminate upon (1) a sale or other disposition (including by way of consolidation or merger) of the Guarantor or the sale or disposition of all or substantially all the assets of the Guarantor (in each case other than to the Company or a Restricted Subsidiary) otherwise permitted by the Indenture, (2) if the Note Guaranty was required pursuant to the terms release or discharge of the Indenture, the cessation Guarantee by such Restricted Subsidiary of all Debt of the circumstances requiring Company under the Note GuarantyCredit Agreement, except a discharge or release by or as a result of payment under such Guarantee, (3) the designation in accordance with the Indenture of the Guarantor as an Unrestricted Subsidiary, or (4) defeasance or discharge of the Notes, as provided in Article 8 8. Upon delivery by the Company to the Trustee of an Officers' Certificate and an Opinion of Counsel to the foregoing effect, the Trustee will execute any documents reasonably required in order to evidence the release of the Guarantor from its obligations under its Note Guaranty.

Appears in 1 contract

Samples: Indenture (Chesapeake Corp /Va/)

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Release of Guaranty. The Note Guaranty of a Guarantor will terminate upon (1) a sale or other disposition (including by way of consolidation or merger) of the Guarantor or the sale or disposition of all or substantially all the assets Property of the Guarantor (in each case other than to the Company or a Restricted Subsidiary) otherwise permitted by in a transaction that at the date thereof does not violate this Indenture,; (2) if the Note Guaranty was required pursuant to the terms release of such Guarantor’s borrowings or guarantee of the Indenture, obligations under the cessation of the circumstances requiring the Note Guaranty,Credit Agreement other than a discharge through payment thereon; (3) the designation in accordance with the Indenture of the Guarantor as an Unrestricted Subsidiary, or; (4) defeasance or discharge of the Notes, as provided in Article 8 8; or (5) the liquidation or dissolution of that Guarantor in accordance with this Indenture. Upon delivery by the Company to the Trustee of an Officers' Certificate and an Opinion of Counsel to the foregoing effect, the Trustee will execute any documents reasonably required in order to evidence the release of the Guarantor from its obligations under its Note Guaranty.

Appears in 1 contract

Samples: Indenture (Tempur Sealy International, Inc.)

Release of Guaranty. The Note Guaranty of a Guarantor will terminate upon (1) a sale or other disposition (including by way of consolidation or merger) of the Guarantor or the sale or disposition of all or substantially all the assets of the Guarantor (in each case other than to the Company Issuer or a Restricted Subsidiary) otherwise permitted by the Indenture, (2) if the Note Guaranty was required pursuant to the terms of the Indenture, the cessation of the circumstances requiring the Note Guaranty, (3) the designation in accordance with the Indenture of the Guarantor as an Unrestricted Subsidiary, or (4) defeasance or discharge of the NotesSecurities, as provided in Article 8 IX. Upon delivery by the Company Issuer to the Trustee of an Officers' Certificate and an Opinion of Counsel to the foregoing effect, the Trustee will execute any documents reasonably required in order to evidence the release of the Guarantor from its obligations under its Note Guaranty.

Appears in 1 contract

Samples: Supplemental Indenture (Vitro Sa De Cv)

Release of Guaranty. The Note Guaranty of a Guarantor will terminate upon (1) a sale or other disposition (including by way of consolidation or merger) of the Guarantor or the sale or disposition of all or substantially all the assets of the Guarantor (in each case other than to the Company or a Restricted Subsidiary) otherwise permitted by the this Indenture, (2) if the Note Guaranty was required pursuant to the terms of the this Indenture, the cessation of the circumstances requiring the Note Guaranty, (3) the designation in accordance with the this Indenture of the Guarantor as an Unrestricted Subsidiary, or (4) defeasance or discharge of the Notes, as provided in Article 8 “Defeasance and Discharge”. Upon delivery by the Company to the Trustee of an Officers' Officer’s Certificate and an Opinion of Counsel to the foregoing effect, the Trustee will execute any documents reasonably required in order to evidence the release of the Guarantor from its obligations under its Note Guaranty.

Appears in 1 contract

Samples: Indenture (Kennedy-Wilson Holdings, Inc.)

Release of Guaranty. The Note Guaranty of a Guarantor will terminate upon (1) a sale or other disposition (including by way of consolidation or merger) of the Guarantor or the sale or disposition of all or substantially all the assets Property of the Guarantor (in each case other than to the Company or a Restricted Subsidiary) otherwise permitted by the Indenture, (2) if the Note Guaranty was required pursuant to the terms release of such Guarantor’s borrowings or guarantee of the Indenture, obligations under the cessation of the circumstances requiring the Note GuarantyCredit Agreement other than a discharge through payment thereon, (3) the designation in accordance with the Indenture of the Guarantor as an Unrestricted Subsidiary, or (4) defeasance or discharge of the Notes, as provided in Article 8 8. Upon delivery by the Company to the Trustee of an Officers' Certificate and an Opinion of Counsel to the foregoing effect, the Trustee will execute any documents reasonably required in order to evidence the release of the Guarantor from its obligations under its Note Guaranty.

Appears in 1 contract

Samples: Indenture (Tempur Pedic International Inc)

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