Common use of Release of Note Guarantee Clause in Contracts

Release of Note Guarantee. The Note Guarantee of a Guarantor will terminate upon: (1) a sale or other disposition of all or substantially all of the assets of that Guarantor (including by way of consolidation or merger) 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 is permitted by this Indenture; (2) a sale or other disposition of Capital Stock of that 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 is permitted by this Indenture and as a result of such transaction the Guarantor no longer qualifies as a Subsidiary of the Company; (3) if the Note Guarantee was required pursuant to the terms of this Indenture, the cessation of the circumstances requiring the Note Guarantee; (4) the designation in accordance with this Indenture of the Guarantor as an Unrestricted Subsidiary; (5) the liquidation or dissolution of such Guarantor provided no Default or Event of Default has occurred or is continuing; or (6) 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 Guarantee.

Appears in 2 contracts

Samples: Indenture (Sandridge Energy Inc), Indenture (Sandridge Energy Inc)

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Release of Note Guarantee. The Note Guarantee of a Guarantor will terminate upon: (1) a sale or other disposition of all or substantially all of the assets of that Guarantor (including by way of consolidation or merger) 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 is permitted by this Indenture;, (2) a sale or other disposition of all or substantially all of the Capital Stock of that 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 is permitted by this Indenture and as a result of such transaction the Guarantor no longer qualifies as a Subsidiary of the Company;Indenture, (3) if the Note Guarantee was required pursuant to the terms of this Indenture, the cessation of the circumstances requiring the Note Guarantee;, (4) the designation in accordance with this Indenture of the Guarantor as an Unrestricted Subsidiary;, or (5) the liquidation or dissolution of such Guarantor provided no Default or Event of Default has occurred or is continuing; or (6) 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 Guarantee.

Appears in 2 contracts

Samples: Indenture (Sandridge Energy Inc), Indenture (Sandridge Energy Inc)

Release of Note Guarantee. The Note Guarantee of a Guarantor will terminate upon: (1) a sale or other disposition of all or substantially all of the assets of that Guarantor (including by way of consolidation or merger) 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 is permitted by this Indenture;, (2) a sale or other disposition of Capital Stock of that 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 is permitted by this Indenture and as a result of such transaction the Guarantor no longer qualifies as a Subsidiary of the Company;, (3) if the Note Guarantee was required pursuant to the terms of this Indenture, the cessation of the circumstances requiring the Note Guarantee;, (4) the designation in accordance with this Indenture of the Guarantor as an Unrestricted Subsidiary;, (5) the liquidation or dissolution of such Guarantor provided no Default or Event of Default has occurred or is continuing; , or (6) 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 Guarantee.

Appears in 2 contracts

Samples: Indenture (Sandridge Energy Inc), Indenture (Sandridge Energy Inc)

Release of Note Guarantee. The Note Guarantee of a Guarantor will terminate upon: (1) a sale or other disposition of all or substantially all of the assets of that Guarantor (including by way of consolidation or merger) 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 is permitted by this Indenture;, (2) a sale or other disposition of Capital Stock of that 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 is permitted by this Indenture and as a result of such transaction the Guarantor no longer qualifies as a Subsidiary of the Company;, (3) if the Note Guarantee was required pursuant to the terms of this Indenture, the cessation of the circumstances requiring the Note Guarantee;, (4) the designation in accordance with this Indenture of the Guarantor as an Unrestricted Subsidiary;, (5) the liquidation or dissolution of such Guarantor provided no Default or Event of Default has occurred or is continuing; , or (6) 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 Guarantee.

Appears in 1 contract

Samples: Indenture (Sandridge Energy Inc)

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Release of Note Guarantee. The Note Guarantee of a Guarantor will terminate upon: (1) a sale or other disposition of all or substantially all of the assets of that Guarantor (including by way of consolidation or merger) 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 is permitted by this Indenture; (2) a sale or other disposition of Capital Stock of that 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 is permitted by this Indenture and as a result of such transaction the Guarantor no longer qualifies as a Restricted Subsidiary of the Company; (3) if the Note Guarantee was required pursuant to the terms of this Indenture, the cessation of the circumstances requiring the Note Guarantee; (4) the designation in accordance with this Indenture of the Guarantor as an Unrestricted Subsidiary; (5) the liquidation or dissolution of such Guarantor provided no Default or Event of Default has occurred or is continuing; or (6) 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 Guarantee.

Appears in 1 contract

Samples: Indenture (Sandridge Energy Inc)

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