RELEASE OF LIABILITY OF GUARANTOR. (a) This Guarantee shall, as to each Guarantor, be released (i) if such Guarantor ceases to be a Subsidiary as a result of a transaction permitted by the Credit Agreement or that has been consented to in accordance with Section 9.02 of the Credit Agreement, (ii) if such Guarantor ceases to be a Material Subsidiary in accordance with the requirements of the definition of “Material Subsidiary” set forth in the Credit Agreement (including as a result of a designation pursuant to the second proviso appearing in the first sentence of such definition) or (iii) under the circumstances described in clause (b) below; provided, except in the case of preceding clause (iii), that (x) no such release shall occur if such Guarantor continues to be a guarantor in respect of (I) the Existing Credit Agreement or (II) any Indebtedness of the Borrower or any other Subsidiary in an aggregate principal amount equal to or greater than $50,000,000, unless and until such Subsidiary is (or is being simultaneously) released from its guarantee with respect to the Existing Credit Agreement or such Indebtedness, as the case may be, and (y) no such release shall occur if a Default has then occurred and is continuing.
(b) At such time as the Term Loans and all other Guaranteed Obligations shall have been paid in full and the Term Loan Commitments have been terminated, the Guarantors shall be released from their obligations under this Guarantee, all without delivery of any instrument or performance of any act by any Person.
RELEASE OF LIABILITY OF GUARANTOR. In the event that all of the Equity Interests of one or more Guarantors (other than a Dutch Borrower) is sold or otherwise disposed of in a transaction not prohibited by the Credit Agreement or liquidated in compliance with the requirements of Section 10.02 of the Credit Agreement (or such sale, other disposition or liquidation has been approved in writing by the Required Lenders (or all the Lenders if required by Section 13.12 of the Credit Agreement)), to the extent applicable, such Guarantor shall, or upon consummation of such sale or other disposition (except to the extent that such sale or disposition is to the Company or another Subsidiary thereof), as applicable, shall be released from this Guaranty automatically and without further action and this Guaranty shall, as to each such Guarantor or Guarantors, terminate, and have no further force or effect (it being understood and agreed that the sale of one or more Persons that own, directly or indirectly, all of the Equity Interests of any Guarantor shall be deemed to be a sale of such Guarantor for the purposes of this Section 17). Subject to Section 15, on the Termination Date this Guaranty shall terminate (provided that all indemnities set forth herein shall survive such termination) and each Guarantor shall be released from its obligations under this Guaranty.
RELEASE OF LIABILITY OF GUARANTOR. In the event that (x) a Guarantor becomes an Immaterial Subsidiary or an Excluded Subsidiary, (y) ceases to be a Restricted Subsidiary as a result of a transaction permitted under the Loan Documents or (z) all of the Equity Interests of one or more Guarantors is sold or otherwise disposed of or liquidated in compliance with the requirements of Section 7.04 or 7.05 of the Credit Agreement (or such sale, other disposition or liquidation has been approved in writing by the Required Lenders (or all the Lenders if required by Section 10.01 of the Credit Agreement)) and the proceeds of such sale, disposition or liquidation will be applied in accordance with the provisions of the Credit Agreement, to the extent applicable, such Immaterial Subsidiary, such Excluded Subsidiary, or such Guarantor, as applicable, shall, upon becoming an Immaterial Subsidiary or an Excluded Subsidiary or upon consummation of such sale or other disposition (except to the extent that such sale or disposition is to the Borrower or another Restricted Subsidiary thereof), as applicable, shall be released from this Guaranty automatically and without further action and this Guaranty shall, as to each such Guarantor or Guarantors, terminate, and have no further force or effect (it being understood and agreed that the sale of one or more Persons that own, directly or indirectly, all of the Equity Interests of any Guarantor shall be deemed to be a sale of such Guarantor for the purposes of this Section 17). Subject to Section 15, on the Termination Date this Guaranty shall terminate (provided that all indemnities set forth herein shall survive such termination) and each Guarantor shall be released from its obligations under this Guaranty.
RELEASE OF LIABILITY OF GUARANTOR. In the event that all of the capital stock or other Equity Interests of one or more Guarantors is sold or otherwise disposed of (except to any of the CBII Entities) or liquidated in compliance with the requirements of the Credit Agreement and the proceeds of such sale, disposition or liquidation are applied as permitted or required by the terms of the Credit Agreement, such Guarantor shall, upon consummation of such sale or other disposition, be released from this Guarantee Agreement automatically and without further action and this Guarantee Agreement shall, as to each such Guarantor, terminate, and have no further force or effect (it being understood and agreed that the sale of one or more Persons that own, directly or indirectly, all of the Equity Interests of any Guarantor shall be deemed to be a sale of such Guarantor for purposes of this Section 19).
RELEASE OF LIABILITY OF GUARANTOR. (a) Notwithstanding anything contained to the contrary herein, any Person (other than the REIT) that ceases to be a Guarantor pursuant to Section 9.7(b) of the Note Purchase Agreement shall cease to be a party hereto and shall automatically be released from this Guaranty without further action by any Person.
(b) On and after the consummation of any such release, the Holders shall, upon the request and at the sole expense of the Company, provide the Company with written confirmation of such release and shall take such further actions as reasonably requested by the Company to evidence such release all in accordance with Section 9.7(b) of the Note Purchase Agreement.
RELEASE OF LIABILITY OF GUARANTOR. In the event that any of the Guarantors (other than Holdings) ceases to be a Subsidiary or becomes an Excluded Subsidiary (or a release of a Guarantor has been approved in writing by the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 9.08 of the Credit Agreement)), such Guarantor shall, upon ceasing to be a Subsidiary or becoming an Excluded Subsidiary or the effectiveness of such approval, be released from this Guaranty and all obligations hereunder immediately and automatically and without further action and this Guaranty and all obligations hereunder shall, as to each such Guarantor or Guarantors, terminate, and have no further force or effect.
RELEASE OF LIABILITY OF GUARANTOR. (a) In the event that all of the capital stock or other equity interests of one or more Guarantors is sold or otherwise disposed of or liquidated in compliance with the requirements of Section 9.02 of the Credit Agreement (or such sale, other disposition or liquidation has been approved in writing by the Required Lenders (or all the Lenders if required by Section 13.12 of the Credit Agreement)) and the proceeds of such sale, disposition or liquidation are applied in accordance with the provisions of the Credit Agreement, to the extent applicable, such Guarantor shall, upon consummation of such sale or other disposition (except to the extent that such sale or disposition is to the Borrower or another Subsidiary thereof), be released from this Guaranty automatically and without further action and this Guaranty shall, as to each such Guarantor or Guarantors, terminate, and have no further force or effect (it being understood and agreed that the sale of one or more Persons that own, directly or indirectly, all of the capital stock or other equity interests of any Guarantor shall be deemed to be a sale of such Guarantor for the purposes of this Section 17).
(a) If the Borrower designates any Guarantor as an Unrestricted Subsidiary in accordance with Section 8.17 of the Credit Agreement, then such Guarantor shall be released from this Guaranty automatically and without further action, and this Guaranty shall, as to such Guarantor and as to any Subsidiary of such Guarantor, terminate, and have no further force or effect.
RELEASE OF LIABILITY OF GUARANTOR. Each Guarantor shall be released from and relieved of its obligations under this Guaranty (a) concurrently with the payment in full of all of the Guaranteed Obligations (other than contingent indemnification obligations to the extent no claim giving rise thereto shall have been asserted) or (b) in connection with a discharge of Company’s obligations under the Indenture in accordance with Article 8 thereof (other than with respect to any payment obligations of Company under Article 10 of the Indenture to the extent the same survive such discharge under Article 8 of the Indenture, which shall remain Guaranteed Obligations hereunder and for which this Guaranty shall remain in full force and effect until the Notes are paid in full and no such Guaranteed Obligations remain outstanding).
RELEASE OF LIABILITY OF GUARANTOR. Notwithstanding anything contained to the contrary herein, any Person (other than the REIT) that ceases to be a Guarantor pursuant to Section 9.7(b) of the Note Purchase Agreement shall cease to be a party hereto and shall automatically be released from this Guaranty without further action by any Person.
RELEASE OF LIABILITY OF GUARANTOR. This Guarantee shall, as to each Guarantor, be released (i) if such Guarantor ceases to be a Subsidiary as a result of a transaction permitted by the Credit Agreement or that has been consented to in accordance with Section 9.02 of the Credit Agreement, (ii) if such Guarantor ceases to be a Material Subsidiary in accordance with the requirements of the definition of “Material Subsidiary” set forth in the Credit Agreement (including as a result of a designation pursuant to the second proviso appearing in the first sentence of such definition) or (iii) under the circumstances described in clause (b) below; provided, except in the case of preceding clause (iii), that (x) no such release shall occur if such Guarantor continues to be a guarantor in respect of any Indebtedness of the Borrower or any other Subsidiary in an aggregate principal amount equal to or greater than $50,000,000, unless and until such Subsidiary is (or is being simultaneously) released from its guarantee with respect to such Indebtedness and (y) no such release shall occur if a Default has then occurred and is continuing.
