Common use of Release of Note Guarantees Clause in Contracts

Release of Note Guarantees. In the event of: (a) the satisfaction and discharge of this Agreement in accordance with Article 3; (b) the liquidation or dissolution of any Guarantor; or (c) a consolidation, merger, sale or conveyance covered by the first paragraph of Section 16.03 where the Guarantor is not the resulting, surviving or transferee Person, such Guarantor shall be automatically and unconditionally released and relieved of any obligations under its Note Guarantee and the Agreement Documents. Upon delivery by the Company to the Representative of an Officer’s Certificate and an Opinion of Counsel to the effect that such satisfaction and discharge or liquidation or dissolution (in each case, to the extent applicable) permitted by this Agreement has occurred, the Representative shall execute any documents reasonably requested by the Company in order to evidence the release of any Guarantor from its obligations under its Note Guarantee and the Agreement Documents. Any Guarantor not released from its obligations under its Note Guarantee shall remain liable for the full amount of principal of, premium, if any, and interest, if any, on the Notes and for the other obligations of any Guarantor under the Agreement Documents as provided in this Article 16.

Appears in 2 contracts

Samples: Note Issuance Agreement (Appgate, Inc.), Note Issuance Agreement (Northern Star Investment Corp. II)

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Release of Note Guarantees. In the event of: (a) the satisfaction and discharge of this Agreement Indenture in accordance with Article 3; (b) the liquidation or dissolution of any Guarantor; or (c) a consolidation, merger, sale or conveyance covered by the first paragraph of Section 16.03 where the Guarantor is not the resulting, surviving or transferee Person, such Guarantor shall be automatically and unconditionally released and relieved of any obligations under its Note Guarantee and the Agreement Indenture Documents. Upon delivery by the Company to the Representative Trustee and the Collateral Agent of an Officer’s Certificate and an Opinion of Counsel to the effect that such satisfaction and discharge or liquidation or dissolution (in each case, to the extent applicable) permitted by this Agreement Indenture has occurred, the Representative Trustee or the Collateral Agent, as applicable, shall execute any documents reasonably requested by the Company in order to evidence the release of any Guarantor from its obligations under its Note Guarantee and the Agreement Indenture Documents. Any Guarantor not released from its obligations under its Note Guarantee shall remain liable for the full amount of principal of, premium, if any, and interest, if any, on the Notes and for the other obligations of any Guarantor under the Agreement Indenture Documents as provided in this Article 16.

Appears in 2 contracts

Samples: Indenture (Northern Star Acquisition Corp.), Indenture (Roth CH Acquisition I Co. Parent Corp.)

Release of Note Guarantees. In the event of: : (a) the satisfaction and discharge of this Agreement in accordance with Article 3; ; (b) the liquidation or dissolution of any GuarantorGuarantor permitted by this Agreement; or or (c) a consolidation, merger, sale or conveyance covered by the first paragraph of Section 16.03 where the Guarantor is not the resulting, surviving or transferee Person, such Guarantor shall be automatically and unconditionally released and relieved of any obligations under its Note Guarantee and the Agreement Documents. Upon delivery by the Company to the Representative and the Collateral Agent of an Officer’s Certificate and an Opinion of Counsel to the effect that such satisfaction and discharge or liquidation or dissolution (in each case, to the extent applicable) permitted by this Agreement has occurred, the Representative or the Collateral Agent shall execute any documents reasonably requested by the Company (at the Company’s expense) in order to evidence the release of any Guarantor from its obligations under its Note Guarantee and the Agreement Documents. Any Guarantor not released from its obligations under its Note Guarantee shall remain liable for the full amount of principal of, premium, if any, and interest, if any, on the Notes and for the other obligations of any Guarantor under the Agreement Documents as provided in this Article 16.

Appears in 1 contract

Samples: Note Issuance Agreement (Appgate, Inc.)

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Release of Note Guarantees. In the event of: : (a) the satisfaction and discharge of this Agreement in accordance with Article 3; ; (b) the liquidation or dissolution of any GuarantorGuarantor permitted by this Agreement; or or (c) a consolidation, merger, sale or conveyance covered by the first paragraph of Section 16.03 where the Guarantor is not the resulting, surviving or transferee Person, such Guarantor shall be automatically and unconditionally released and relieved of any obligations under its Note Guarantee and the Agreement Documents. Upon delivery by the Company to the Representative and the Collateral Agent of an Officer’s Certificate and an Opinion of Counsel (to the extent requested by Representative or Collateral Agent) to the effect that such satisfaction and discharge or liquidation or dissolution (in each case, to the extent applicable) permitted by this Agreement has occurred, the Representative or the Collateral Agent shall execute any documents reasonably requested by the Company (at the Company’s expense) in order to evidence the release of any Guarantor from its obligations under its Note Guarantee and the Agreement Documents. Any Guarantor not released from its obligations under its Note Guarantee shall remain liable for the full amount of principal of, premium, if any, and interest, if any, on the Notes and for the other obligations of any Guarantor under the Agreement Documents as provided in this Article 16.

Appears in 1 contract

Samples: Note Issuance Agreement (Appgate, Inc.)

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