Common use of Release of Guaranty Clause in Contracts

Release of Guaranty. (a) The Subsidiary Guarantee of a Subsidiary Guarantor shall be released pursuant to Section 4.10 and shall also be released immediately: (i) upon any sale or other disposition of all or substantially all of the properties or assets of such Subsidiary Guarantor (including by way of merger or consolidation) to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary, if the sale or other disposition does not violate Section 4.12; (ii) upon any sale or other disposition of the Capital Stock of such Subsidiary Guarantor to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary, if the sale or other disposition does not violate Section 4.12 and such Subsidiary Guarantor no longer qualifies as a Subsidiary of the Company as a result of such disposition; (iii) upon designation of such Subsidiary Guarantor as an Unrestricted Subsidiary, in accordance with Section 4.14; (iv) upon legal defeasance, covenant defeasance or satisfaction and discharge of this Indenture as provided pursuant to the defeasance or satisfaction and discharge provisions in Sections 8.01, 8.02 and 8.03; or (v) upon the liquidation or dissolution of such Subsidiary Guarantor, provided no Default or Event of Default occurs as a result thereof or has occurred or is continuing. (b) Upon delivery by the Company to the Trustee of an Officers’ Certificate and an Opinion of Counsel to the effect that all conditions precedent to the release of such Subsidiary Guarantee, as set forth in this Indenture, have been satisfied, the Trustee will execute any documents reasonably required in order to evidence the release of any Subsidiary Guarantor from its obligations under such Subsidiary Guarantee. (c) Any Subsidiary Guarantor not released from its obligations under its Subsidiary Guarantee as provided in this Section 10.09 will remain liable for the full amount of principal of and interest and premium, if any, on the Notes and for the other obligations of any Subsidiary Guarantor under this Indenture as provided in this Article 10.

Release of Guaranty. (a) The Subsidiary Guarantee Note Guaranty of a Subsidiary Guarantor shall will terminate and be discharged and of no further force and effect and the applicable Guarantor will be automatically and unconditionally released pursuant to Section 4.10 and shall also be released immediatelyfrom all its obligations thereunder: (i1) upon concurrently with any direct or indirect sale or other disposition (including by way of consolidation, merger or otherwise) of the Capital Stock of a Guarantor by the Company or any of its Restricted Subsidiaries to a person that is not a Restricted Subsidiary and as a result of such sale or disposition the applicable Guarantor is no longer a Restricted Subsidiary or any disposition (including by way of consolidation, merger or otherwise) of all or substantially all the assets of the properties or assets of such Subsidiary Guarantor (including by way of merger or consolidation) other than to a Person that is not (either before or after giving effect to such transaction) the Company or a Domestic Restricted Subsidiary, if the sale or other disposition does not violate Section 4.12;) otherwise permitted by this Indenture, (ii2) upon any sale or other disposition the designation in accordance with this Indenture of the Capital Stock of such Subsidiary Guarantor to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary, if the sale or other disposition does not violate Section 4.12 and such Subsidiary Guarantor no longer qualifies as a Subsidiary of the Company as a result of such disposition; (iii) upon designation of such Subsidiary Guarantor as an Unrestricted Subsidiary, in accordance with Section 4.14;, (iv3) at any time that such Guarantor is released from all of its obligations (other than contingent indemnification obligations that may survive such release) under all of its Guaranties of all Debt of the Company under the Credit Facilities except a discharge by or as a result of payment under such guarantee (it being understood that a release subject to contingent reinstatement is still a release, and that if any such Guarantee is so reinstated, such Guarantee shall also be reinstated), (4) upon legal defeasancethe merger or consolidation of any Guarantor with and into the Company or another Guarantor that is the surviving Person in such merger or consolidation, covenant or upon the liquidation of such Guarantor following or contemporaneously with the transfer of all of its assets to the Company or another Guarantor, (5) defeasance or discharge of the Notes, as provided in Article 8 or upon satisfaction and discharge of this Indenture as provided pursuant to the defeasance or satisfaction and discharge provisions in Sections 8.01Indenture, 8.02 and 8.03; or (v6) upon the liquidation or dissolution prior consent of such Subsidiary Guarantor, provided no Default or Event the Holders of Default occurs as at least a result thereof or has occurred or is continuing. (b) majority in aggregate principal amount of the Notes then outstanding. Upon delivery by the Company to the Trustee of an Officers’ Certificate and an Opinion of Counsel to the effect that all conditions precedent to the release of such Subsidiary Guarantee, as set forth in this Indenture, have been satisfiedforegoing effect, the Trustee will execute any documents reasonably required in order to evidence the release of any Subsidiary the Guarantor from its obligations under such Subsidiary Guaranteeits Note Guaranty. (c) Any Subsidiary Guarantor not released from its obligations under its Subsidiary Guarantee as provided in this Section 10.09 will remain liable for the full amount of principal of and interest and premium, if any, on the Notes and for the other obligations of any Subsidiary Guarantor under this Indenture as provided in this Article 10.

Release of Guaranty. (a) The Subsidiary Guarantee Note Guaranty of a Subsidiary Guarantor shall will terminate, and the Note Guaranty will be automatically and unconditionally released pursuant to Section 4.10 and shall also be released immediatelydischarged, upon: (i) upon any a sale or other disposition (including by way of consolidation or merger) of Capital Stock of the Subsidiary Guarantor following which such Subsidiary Guarantor ceases to be a Subsidiary of the Company or the sale or disposition of all or substantially all the Property of the properties or assets of such Subsidiary Guarantor (including by way of merger or consolidation) in each case other than to a Person that is not (either before or after giving effect to such transaction) the Issuer, the Company or a Restricted Subsidiary, if the sale or other disposition does not violate Section 4.12;Subsidiary Guarantor) otherwise permitted by this Indenture, (ii) upon any sale the release or other disposition of the Capital Stock discharge of such Subsidiary Guarantor to a Person that is not (either before Guarantor’s guarantee of the obligations under the Credit Agreement or after giving effect to such transaction) the Company or a Restricted Subsidiary, if the sale or other disposition does not violate Section 4.12 and such Subsidiary Guarantor no longer qualifies as a Subsidiary of borrower under the Company as a result of such disposition;Credit Agreement, (iii) upon the designation in accordance with this Indenture of such the Subsidiary Guarantor as an Unrestricted Subsidiary, in accordance with Section 4.14;, (iv) upon legal defeasance, covenant defeasance or satisfaction such Subsidiary Guarantor ceases to be a Restricted Subsidiary and discharge such Subsidiary Guarantor is not otherwise required to provide a Guarantee of this Indenture as provided the Notes pursuant to the defeasance or satisfaction and discharge provisions set forth in Sections 8.01, 8.02 and 8.03; Section 4.13 or (v) upon defeasance or discharge of the liquidation or dissolution of such Subsidiary GuarantorNotes, as provided no Default or Event of Default occurs as a result thereof or has occurred or is continuingin Article 8. (b) The Note Guaranty of the Company will terminate upon defeasance or discharge of the Notes, as provided in Article 8. Upon delivery by the Company Issuer to the Trustee of an Officers’ Officer’s Certificate and an Opinion of Counsel to the effect that all conditions precedent to the release of such Subsidiary Guarantee, as set forth in this Indenture, have been satisfiedforegoing effect, the Trustee will execute any documents reasonably required in order to evidence the release of any Subsidiary the Guarantor from its obligations under such Subsidiary Guaranteeits Note Guaranty. (c) Any Subsidiary Guarantor not released from its obligations under its Subsidiary Guarantee as provided in this Section 10.09 will remain liable for the full amount of principal of and interest and premium, if any, on the Notes and for the other obligations of any Subsidiary Guarantor under this Indenture as provided in this Article 10.

Release of Guaranty. (a) The Subsidiary Guarantee Note Guaranty of a Subsidiary Guarantor shall will terminate and be discharged and of no further force and effect and the applicable Guarantor will be automatically and unconditionally released pursuant to Section 4.10 and shall also be released immediatelyfrom all its obligations thereunder: (i1) upon concurrently with any direct or indirect sale or other disposition (including by way of consolidation, merger or otherwise) of the Guarantor or the sale or disposition (including by way of consolidation, merger or otherwise) of all or substantially all the assets of the properties or assets of such Subsidiary Guarantor (including by way of merger or consolidation) other than to a Person that is not (either before or after giving effect to such transaction) the Company or a Domestic Restricted Subsidiary, if ) otherwise permitted by the sale or other disposition does not violate Section 4.12;Indenture, (ii2) upon any sale or other disposition the designation in accordance with the Indenture of the Capital Stock of such Subsidiary Guarantor to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary, if the sale or other disposition does not violate Section 4.12 and such Subsidiary Guarantor no longer qualifies as a Subsidiary of the Company as a result of such disposition; (iii) upon designation of such Subsidiary Guarantor as an Unrestricted Subsidiary, in accordance with Section 4.14;, (iv3) at any time that such Guarantor is released from all of its obligations (other than contingent indemnification obligations that may survive such release) under all of its Guaranties of all Debt of the Company under the Credit Facilities except a discharge by or as a result of payment under such guarantee (it being understood that a release subject to contingent reinstatement is still a release, and that if any such Guarantee is so reinstated, such Guarantee shall also be reinstated), (4) upon legal defeasancethe merger or consolidation of any Guarantor with and into the Company or another Guarantor that is the surviving Person in such merger or consolidation, covenant or upon the liquidation of such Guarantor following or contemporaneously with the transfer of all of its assets to the Company or another Guarantor, (5) defeasance or discharge of the Notes, as provided in Article 8 or upon satisfaction and discharge of this Indenture as provided pursuant to the defeasance or satisfaction and discharge provisions in Sections 8.01Indenture, 8.02 and 8.03; or (v6) upon the liquidation or dissolution prior consent of such Subsidiary Guarantor, provided no Default or Event the Holders of Default occurs as at least a result thereof or has occurred or is continuing. (b) majority in aggregate principal amount of the Notes then outstanding. Upon delivery by the Company to the Trustee of an Officers’ Certificate and an Opinion of Counsel to the effect that all conditions precedent to the release of such Subsidiary Guarantee, as set forth in this Indenture, have been satisfiedforegoing effect, the Trustee will execute any documents reasonably required in order to evidence the release of any Subsidiary the Guarantor from its obligations under such Subsidiary Guaranteeits Note Guaranty. (c) Any Subsidiary Guarantor not released from its obligations under its Subsidiary Guarantee as provided in this Section 10.09 will remain liable for the full amount of principal of and interest and premium, if any, on the Notes and for the other obligations of any Subsidiary Guarantor under this Indenture as provided in this Article 10.

Release of Guaranty. (a) The Subsidiary Guarantee Note Guaranty of a Subsidiary Guarantor shall will terminate and be discharged and of no further force and effect and the applicable Guarantor will be automatically and unconditionally released pursuant to Section 4.10 and shall also be released immediatelyfrom all its obligations thereunder: (i1) upon concurrently with any direct or indirect sale or other disposition (including by way of consolidation, merger or otherwise) of the Capital Stock of a Guarantor by the Company or any of its Restricted Subsidiaries to a person that is not a Restricted Subsidiary and as a result of such sale or disposition the applicable Guarantor is no longer a Restricted Subsidiary or any disposition (including by way of consolidation, merger or otherwise) of all or substantially all the assets of the properties or assets of such Subsidiary Guarantor (including by way of merger or consolidation) other than to a Person that is not (either before or after giving effect to such transaction) the Company or a Domestic Restricted Subsidiary, if ) otherwise permitted by the sale or other disposition does not violate Section 4.12;Indenture, (ii2) upon any sale or other disposition the designation in accordance with the Indenture of the Capital Stock of such Subsidiary Guarantor to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary, if the sale or other disposition does not violate Section 4.12 and such Subsidiary Guarantor no longer qualifies as a Subsidiary of the Company as a result of such disposition; (iii) upon designation of such Subsidiary Guarantor as an Unrestricted Subsidiary, in accordance with Section 4.14;, (iv3) at any time that such Guarantor is released from all of its obligations (other than contingent indemnification obligations that may survive such release) under all of its Guaranties of all Debt of the Company under the Credit Facilities except a discharge by or as a result of payment under such guarantee (it being understood that a release subject to contingent reinstatement is still a release, and that if any such Guarantee is so reinstated, such Guarantee shall also be reinstated), (4) upon legal defeasancethe merger or consolidation of any Guarantor with and into the Company or another Guarantor that is the surviving Person in such merger or consolidation, covenant or upon the liquidation of such Guarantor following or contemporaneously with the transfer of all of its assets to the Company or another Guarantor, (5) defeasance or discharge of the Notes, as provided in Article 8 or upon satisfaction and discharge of this Indenture as provided pursuant to the defeasance or satisfaction and discharge provisions in Sections 8.01Indenture, 8.02 and 8.03; or (v6) upon the liquidation or dissolution prior consent of such Subsidiary Guarantor, provided no Default or Event the Holders of Default occurs as at least a result thereof or has occurred or is continuing. (b) majority in aggregate principal amount of the Notes then outstanding. Upon delivery by the Company to the Trustee of an Officers’ Certificate and an Opinion of Counsel to the effect that all conditions precedent to the release of such Subsidiary Guarantee, as set forth in this Indenture, have been satisfiedforegoing effect, the Trustee will execute any documents reasonably required in order to evidence the release of any Subsidiary the Guarantor from its obligations under such Subsidiary Guaranteeits Note Guaranty. (c) Any Subsidiary Guarantor not released from its obligations under its Subsidiary Guarantee as provided in this Section 10.09 will remain liable for the full amount of principal of and interest and premium, if any, on the Notes and for the other obligations of any Subsidiary Guarantor under this Indenture as provided in this Article 10.