Release of Note Guarantees. The Note Guarantee of a Guarantor will be released and discharged upon: (1) the designation of any Guarantor as a Non-Guarantor Restricted Subsidiary in accordance with Section 7.9; (2) any sale, assignment, transfer, conveyance, exchange or other disposition (by merger, consolidation or otherwise) of the Capital Stock of a Guarantor after which the applicable Guarantor is no longer a Restricted Subsidiary, which sale, assignment, transfer, conveyance, exchange or other disposition is made in compliance with the applicable provisions of this Indenture; (3) the designation of any Guarantor as an Unrestricted Subsidiary; (4) upon repayment in full of the Notes; or (5) the Issuer’s exercise of its Legal Defeasance option or Covenant Defeasance option in accordance with ARTICLE VI or the discharge of the Issuer’s obligations under this Indenture in accordance with the terms of this Indenture; and (b) such Guarantor delivering to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for in the Indenture relating to such transaction and release have been complied with.
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Samples: Indenture (Auna S.A.), Indenture (Auna S.A.A.)
Release of Note Guarantees. The (a) A Note Guarantee of by a Guarantor will shall be automatically and unconditionally released and discharged upondischarged, and no further action by such Guarantor, the Issuer or the Trustee is required for the release of such Guarantor’s Note Guarantee:
(1) in connection with any sale or other disposition of all or substantially all of the designation assets of that Guarantor (including by way of merger or consolidation) to a Person that is not (either before or after giving effect to such transaction) the Issuer or a Restricted Subsidiary of the Issuer, if the sale or other disposition does not violate Section 4.10;
(2) in connection with any sale or other disposition of all of the Capital Stock of that Guarantor to a Person that is not (either before or after giving effect to such transaction) the Issuer or a Restricted Subsidiary of the Issuer, if the sale or other disposition does not violate Section 5.01;
(3) if the Issuer designates such Guarantor as a Non-Guarantor Restricted an Unrestricted Subsidiary in accordance with Section 7.9;
(2) any sale, assignment, transfer, conveyance, exchange or other disposition (by merger, consolidation or otherwise) of the Capital Stock of a Guarantor after which the applicable Guarantor is no longer a Restricted Subsidiary, which sale, assignment, transfer, conveyance, exchange or other disposition is made in compliance with the applicable provisions of this Indenture;
(3) the designation of any Guarantor as an Unrestricted Subsidiary4.18;
(4) upon repayment in full of if the NotesIssuer exercises its legal defeasance or satisfaction and discharge option pursuant to Section 8.01 and Section 11.01, as applicable; or
(5) the Issuer’s exercise if such Guarantor is released and discharged from all of its Legal Defeasance option or Covenant Defeasance option in accordance with ARTICLE VI or Indebtedness under the discharge of the Issuer’s obligations under this Indenture in accordance with the terms of this IndentureCredit Agreement; and
(b) such Guarantor delivering to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for in the this Indenture relating to such transaction and release have been complied withwith in all material respects.
(b) At the request and at the expense of the Issuer, the Trustee shall execute and deliver any instrument evidencing such release.
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Release of Note Guarantees. The (a) A Note Guarantee of by a Guarantor will shall be automatically and unconditionally released and discharged upondischarged, and no further action by such Guarantor, the Issuer or the Trustee is required for the release of such Guarantor’s Note Guarantee:
(1) in connection with any sale or other disposition of all or substantially all of the designation assets of that Guarantor (including by way of merger or consolidation) to a Person that is not (either before or after giving effect to such transaction) the Issuer or a Restricted Subsidiary of the Issuer, if the sale or other disposition does not violate Section 4.10;
(2) in connection with any sale or other disposition of all of the Capital Stock of that Guarantor to a Person that is not (either before or after giving effect to such transaction) the Issuer or a Restricted Subsidiary of the Issuer, if the sale or other disposition does not violate Section 5.01;
(3) if the Issuer designates such Guarantor as a Non-Guarantor Restricted an Unrestricted Subsidiary in accordance with Section 7.9;
(2) any sale, assignment, transfer, conveyance, exchange or other disposition (by merger, consolidation or otherwise) of the Capital Stock of a Guarantor after which the applicable Guarantor is no longer a Restricted Subsidiary, which sale, assignment, transfer, conveyance, exchange or other disposition is made in compliance with the applicable provisions of this Indenture;
(3) the designation of any Guarantor as an Unrestricted Subsidiary4.18;
(4) upon repayment in full of if the NotesIssuer exercises its legal defeasance or satisfaction and discharge option pursuant to Section 8.01 and Section 11.01, as applicable; or
(5) the Issuer’s exercise if such Guarantor is released and discharged from all of its Legal Defeasance option or Covenant Defeasance option in accordance with ARTICLE VI or Indebtedness under the discharge Credit Agreement and all of its guarantees of any Indebtedness outstanding under the Issuer’s obligations under this Indenture in accordance with the terms of this IndentureCredit Agreement; and
(b) such Guarantor delivering to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for in the this Indenture relating to such transaction and release have been complied withwith in all material respects.
(b) At the request and at the expense of the Issuer, the Trustee shall execute and deliver any instrument evidencing such release.
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Release of Note Guarantees. The Note Guarantee of a Guarantor will be released and discharged upon:
(1) the designation of any Guarantor as a Non-Guarantor Restricted Subsidiary in accordance with Section Section 7.9;
(2) any sale, assignment, transfer, conveyance, exchange or other disposition (by merger, consolidation or otherwise) of the Capital Stock of a Guarantor after which the applicable Guarantor is no longer a Restricted Subsidiary, which sale, assignment, transfer, conveyance, exchange or other disposition is made in compliance with the applicable provisions of this Indenture;
(3) the designation of any Guarantor as an Unrestricted Subsidiary;
(4) upon repayment in full of the Notes; or
(5) the Issuer’s exercise of its Legal Defeasance option or Covenant Defeasance option in accordance with ARTICLE VI VI or the discharge of the Issuer’s obligations under this Indenture in accordance with the terms of this Indenture; and
(b) such Guarantor delivering to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for in the Indenture relating to such transaction and release have been complied with.
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Samples: Indenture (Auna S.A.)
Release of Note Guarantees. The Note Guarantee of a Guarantor will be released and discharged upon:
(1i) the designation of any Guarantor as a Non-Guarantor Restricted Subsidiary in accordance with Section 7.9;
(2ii) any sale, assignment, transfer, conveyance, exchange or other disposition (by merger, consolidation or otherwise) of the Capital Stock of a Guarantor after which the applicable Guarantor is no longer a Restricted Subsidiary, which sale, assignment, transfer, conveyance, exchange or other disposition is made in compliance with the applicable provisions of this Indenture;
(3iii) the designation of any Guarantor as an Unrestricted Subsidiary;
(4iv) upon repayment in full of the Notes; or
(5v) the Issuer’s exercise of its Legal Defeasance option or Covenant Defeasance option in accordance with ARTICLE Article VI or the discharge of the Issuer’s obligations under this Indenture in accordance with the terms of this Indenture; and
(b) such Guarantor delivering to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for in the Indenture relating to such transaction and release have been complied with.
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Samples: Indenture (Auna S.A.)