Release of Parent. Parent will be released from its obligations under this Article 11 (other than any obligation that may have arisen under Section 11.07):
(1) at such time as Parent is no longer Guaranteeing any Indebtedness of the Company (other than the Securities and the Obligations under this Indenture) or any of the Restricted Subsidiaries and Parent provides an Officers' Certificate to the Trustee certifying that no such Guarantees exist or are contemplated at such time; provided, however, that if Parent thereafter enters into any Guarantee of any Indebtedness of the Company of any of its Restricted Subsidiaries, Parent shall execute and deliver to the Trustee, at the same time such other Guarantee is provided, a Guaranty Agreement pursuant to which Parent will Guarantee payment of the Securities on the same terms and conditions as those set forth in this Indenture and the Obligations under this Indenture,
(2) upon defeasance of the Securities pursuant to Article 8, or
(3) upon the full satisfaction of the Company's obligations under this Indenture. At the request of the Company, the Trustee shall execute and deliver an appropriate instrument evidencing such release.
Release of Parent. From and after the Effective Date, the Parent, is released and discharged from all of its obligations, claims and demands under the Loan Documents other than claims against the Parent in connection with any proceeding under any Debtor Relief Laws of any of the Loan Parties if and to the extent any payment or other transfer made by any of the Loan Parties to the Administrative Agent, the L/C Issuer or any Lender on or prior to the date hereof is avoided or otherwise rescinded, so that the Administrative Agent, the L/C Issuer or any Lender is required pursuant to any final order of a court of competent jurisdiction to repay such payment or transfer.
Release of Parent. The Parent shall be released from all of its obligations under the Guarantee and under this Indenture if:
(a) the Company or the Parent has transferred all or substantially all of its properties and assets to any Person (whether by sale, merger or consolidation or otherwise), or has merged into or consolidated with another Person, pursuant to a transaction in compliance with this Indenture and:
(i) the corporation to whom all or substantially all of the properties and assets of the Company or the Parent are transferred, or whom the Company or the Parent has merged into or consolidated with, has expressly assumed, by an indenture supplemental hereto, executed and delivered to the Trustee, in form satisfactory to the Trustee, all the obligations of the Parent under the Guarantee and this Indenture;
(ii) immediately before and immediately after giving effect to such transaction, no Event of Default, and no event or condition which, after notice or lapse of time or both, would become an Event of Default, shall have occurred and be continuing; and
(iii) the Parent has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indenture comply with this Section 12.03 and that all conditions precedent herein provided for relating to such transaction have been complied with;
(b) the Parent liquidates (other than pursuant to any Bankruptcy Law) and complies, if applicable, with the provisions of this Indenture; provided that if a Person and its Affiliates, if any, shall acquire all or substantially all of the assets of the Parent upon such liquidation the Parent shall liquidate only if:
(i) the Person and each such Affiliate (or the common corporate parent of such Person and its Affiliates, if such Person and its Affiliates are wholly owned by such parent) which acquire or will acquire all or a portion of the assets of the Parent shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Trustee, in form satisfactory to the Trustee, all the obligations of the Parent, under the Guarantee and this Indenture and such Person or any of such Affiliates (or such parent) shall be a corporation organized and existing under the laws of the United States or any State thereof or the District of Columbia;
(ii) immediately after giving effect to such transaction, no Event of Default, and no event or condition which, after notice or lapse of time or bot...
Release of Parent. Parent is hereby released from further obligation or liability to the Banks under or on account of the Credit Agreement except to the extent of liabilities arising pursuant to the Guaranty and the Guarantor Security Agreement required under Section 7(e) below.
Release of Parent. Until the termination and full release of each Assumed Obligation, Purchaser shall use its best efforts to cause Parent and its Subsidiaries to be released from all such Assumed Obligations, including through the substitution of such Obligations with replacement guarantees or obligations by Purchaser or Purchaser’s Subsidiaries; provided, however, that (i) Purchaser and its Subsidiaries shall not be required to amend, supplement or modify the Underlying Contract or take any action with respect to any Project and (ii) Parent and its Subsidiaries shall not be required to pay or commit to pay (or incur any obligation) other than nominal filing or application fees and the expenses of Parent and its Subsidiaries, except as otherwise required by law or the Underlying Contract or such Obligation. The parties also recognize and agree that Parent and its Subsidiaries may not be released from certain Assumed Obligations until their termination or expiration thereof. The parties recognize and acknowledge that Purchaser will use commercially reasonable efforts to replace the Assumed Obligations, but nothing contained herein or in the Purchase Agreement shall require Purchaser or its Subsidiaries to replace any Obligation.
Release of Parent. Banks and Administrative Agent hereby agree that immediately upon the execution of this Agreement by all parties hereto and with no further action of any Person, (a) Parent is hereby released and removed as a "Borrower" under the Existing Loan Agreement and all of the other Loan Documents, except for the Original Borrowers Security Agreement, as amended by the Original Borrowers Security Agreement Amendment, and (b) Parent shall have no obligations whatsoever to any Banks, Administrative Agent, or any other party or Person under the Loan Documents, and shall not be subject to any covenants or agreements, under this Agreement, the Existing Loan Agreement, any of the other Loan Documents, in each case except as expressly provided in the Limited Guaranty or Original Borrowers Security Agreement, as amended by the Original Borrowers Security Agreement Amendment.
Release of Parent. Parent will be released from its obligations under this Article 11 (other than any obligation that may have arisen under Section 11.07) (1) at such time as Parent is no longer Guaranteeing any Indebtedness of the Company (other than the Securities and the Obligations under this Indenture) or any of the Restricted Subsidiaries and Parent provides an Officers' Certificate to the Trustee certifying that no such Guarantees exist or are contemplated at such time; provided, however, that if Parent thereafter enters into any Guarantee of any Indebtedness of the Company of any of its Restricted Subsidiaries, Parent shall execute and deliver to the Trustee, at the same time such other Guarantee is provided, a Guaranty Agreement pursuant to which Parent will Guarantee payment on the Securities on the same terms and conditions as those set forth in this Indenture and the Obligations under this Indenture,
Release of Parent. Except as otherwise specifically set forth herein, from and after the Effective Time, the Parent Principal Shareholders shall release and forever discharge Parent, its then officers, directors, shareholders, subsidiaries, affiliates, agents, representatives, attorneys, employees, servants, successors-in-interest and assigns, of and from any and all claims, actions, causes of action, damages, liabilities, demands, costs and expenses, including attorneys' fees, known or unknown, suspected or unsuspected, accrued or contingent, that they or either of them may have as of the Effective Time, or claim at any future time to have after the Effective Time.
Release of Parent. Except as provided in Sections 4.1(c) and (d), effective as of the Effective Time, UpstreamCo does hereby, for itself and each other member of the UpstreamCo Group, and their respective successors and assigns, and, to the extent permitted by Law, all Persons who at any time prior to the Effective Time have been shareholders, directors, officers, agents or employees of any member of the UpstreamCo Group (in each case, in their respective capacities as such), remise, release and forever discharge (i) Parent and the members of the Parent Group, and their respective successors and assigns, (ii) all Persons who at any time prior to the Effective Time have been shareholders, directors, officers, agents or employees of any member of the Parent Group (in each case, in their respective capacities as such), and their respective heirs, executors, administrators, successors and assigns, and (iii) all Persons who at any time prior to the Effective Time are or have been shareholders, directors, officers, agents or employees of a Transferred Entity and who are not, as of immediately following the Effective Time, directors, officers or employees of UpstreamCo or a member of the UpstreamCo Group, in each case from: (A) all UpstreamCo Liabilities, (B) all Liabilities arising from or in connection with the transactions and all other activities to implement the Separation and the Distribution and (C) all Liabilities arising from or in connection with actions, inactions, events, omissions, conditions, facts or circumstances occurring or existing prior to the Effective Time (whether or not such Liabilities cease being contingent, mature, become known, are asserted or foreseen, or accrue, in each case before, at or after the Effective Time), in each case to the extent relating to, arising out of or resulting from the UpstreamCo Business, the UpstreamCo Assets or the UpstreamCo Liabilities.
Release of Parent. Subject to Section 4.14, and notwithstanding Section 10.3 hereof, upon the sale or disposition (including by merger or stock purchase) of Parent (as an entirety), Parent shall be deemed released from its obligations under its Guarantee of the Notes; provided, however, that any such termination shall occur only to the extent that all obligations of Parent under all of its guarantees of any Subordinated Indebtedness or any unsecured Indebtedness that ranks pari passu with the Notes or the Parent Guarantee shall also terminate upon such release, sale or transfer. 77 Upon delivery by the Company to the Trustee of an Officer's Certificate, to the effect that such sale or other disposition or that such designation was made by the Company in accordance with the provisions of this Indenture, the Trustee shall execute any documents reasonably required in order to evidence the release of Parent from its obligations under its Guarantee. Except as provided in Section 10.3 hereof, for so long as Parent is not released from its obligations under its Guarantee, it shall remain liable for the full amount of principal of, premium, if any, and interest and Liquidated Damages, if any, on the Notes and for the other obligations of Parent under this Indenture as provided in this Article X. Notwithstanding the foregoing provisions of this Article X, if the Parent Guarantee would otherwise be released pursuant to the provisions of this Section 10.4, Parent may elect, at its sole discretion, by written notice to the Trustee, to maintain the Parent Guarantee in effect notwithstanding the event or events that otherwise would cause the release of the Parent Guarantee (which election to maintain the Parent Guarantee in effect may be conditional or for a limited period of time).
