Release of Note Guarantee. The Note Guarantee of a Guarantor will terminate, and the Note Guarantee will be automatically and unconditionally released and discharged, upon: (a) a sale or other disposition (including by way of consolidation or merger) of Capital Stock of the Guarantor following which such Guarantor ceases to be a Subsidiary of the Issuer or the sale or disposition of all or substantially all the Property of the Guarantor (in each case other than to the Issuer or a Restricted Subsidiary) otherwise permitted by this Indenture, (b) the release or discharge of such Guarantor’s obligations under the Credit Agreement other than a release or discharge through payment thereon, (c) the designation in accordance with this Indenture of the Guarantor as an Unrestricted Subsidiary, (d) such Guarantor ceases to be a Restricted Subsidiary and such Guarantor is not otherwise required to provide a Guarantee of the Notes pursuant to the provisions set forth in Section 4.14 or (e) defeasance or discharge of the Indenture, as provided in Article 8. Upon delivery by the 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 Guarantee.
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Release of Note Guarantee. The Note Guarantee of a Guarantor will terminate, and the Note Guarantee will be automatically and unconditionally released and discharged, upon:
(a) a sale or other disposition (including by way of consolidation or merger) of Capital Stock of the Guarantor following which such Guarantor ceases to be a Subsidiary of the Issuer or the sale or disposition of all or substantially all the Property of the Guarantor (in each case other than to the Issuer or a Domestic Restricted Subsidiary) otherwise permitted by this Indenture,
(b) the release or discharge of such Guarantor’s Guarantee of the obligations under the Credit Agreement other than a release or discharge through payment thereon,
(c) the designation in accordance with this Indenture of the Guarantor as an Unrestricted Subsidiary,
(d) such Guarantor ceases to be a Restricted Subsidiary and such Guarantor is not otherwise required to provide a Guarantee of the Notes pursuant to the provisions set forth in Section 4.14 or
(e) defeasance or discharge of the Indenture, as provided in Article 8. Upon delivery by the 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 Guarantee.
Appears in 2 contracts
Samples: Indenture (Energizer Holdings, Inc.), Indenture (Energizer Holdings, Inc.)
Release of Note Guarantee. The Note Guarantee of a Guarantor will terminate, and the Note Guarantee will be automatically and unconditionally released and discharged, upon:
(a) a sale or other disposition (including by way of consolidation or merger) of Capital Stock of the Guarantor following which such Guarantor ceases to be a Subsidiary of the Issuer or the sale or disposition of all or substantially all the Property of the Guarantor (in each case other than to the Issuer or a Domestic Restricted Subsidiary) otherwise permitted by this Indenture,
(b) the release or discharge of such Guarantor’s Guarantee of the obligations under the Credit Agreement other than a release or discharge through payment thereon,
(c) the designation in accordance with this Indenture of the Guarantor as an Unrestricted Subsidiary,
(d) such Guarantor ceases to be a Restricted Subsidiary and such Guarantor is not otherwise required to provide a Guarantee of the Notes pursuant to the provisions set forth in Section 4.14 or
(e) defeasance or discharge of the IndentureNotes, as provided in Article 8. Upon delivery by the 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 Guarantee.
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Samples: Indenture (Energizer Holdings, Inc.)