Common use of Release of Parent Guarantee Clause in Contracts

Release of Parent Guarantee. Notwithstanding anything in this Article XI to the contrary, concurrently with the payment in full of the principal of, premium, if any, and interest on Securities of a Series, the Parent Guarantor shall be released from and relieved of its obligations under this Article XI with respect to the Securities of such Series. Upon the delivery by the Issuer to the Trustee of an Officer’s Certificate and an Opinion of Counsel to the effect that the transaction giving rise to the release of this Parent Guarantee was made by the Issuer in accordance with the provisions of this Indenture and the Securities, the Trustee shall execute any documents reasonably required in order to evidence the release of the Parent Guarantor from its obligations under this Parent Guarantee. If any of the obligations to pay the principal of, premium, if any, and interest on such Securities and all other obligations of the Issuer are revived and reinstated after the termination of this Parent Guarantee, then all of the obligations of the Parent Guarantor under this Parent Guarantee shall be revived and reinstated as if this Parent Guarantee had not been terminated until such time as the principal of, premium, if any, and interest on such Securities are paid in full, and the Parent Guarantor shall enter into an amendment to this Parent Guarantee, reasonably satisfactory to the Trustee, evidencing such revival and reinstatement.

Appears in 4 contracts

Samples: Celanese Americas LLC, Indenture (Celanese Global Relocation LLC), Celanese Global Relocation LLC

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Release of Parent Guarantee. Notwithstanding anything the provisions of Section 1402, Parent Guarantee will be subject to termination and discharge under the circumstances described in this Article XI Section 1403. Holdings will automatically and unconditionally be released from all obligations under the Parent Guarantee, and the Parent Guarantee shall thereupon terminate and be discharged and of no further force or effect, (i) at any time that Holdings is released from all of its obligations under all of its Guarantees of payment by the Company of any Indebtedness of the Company under the Senior Credit Facility (it being understood that a release subject to contingent reinstatement is still a release, and that if any such Guarantee is so reinstated, the Parent Guarantee shall also be reinstated), (ii) upon the merger or consolidation of Holdings with and into the Company or a Subsidiary Guarantor that is the surviving Person in such merger or consolidation, or upon the liquidation of Holdings following the transfer of all of its assets to the contraryCompany or a Subsidiary Guarantor, concurrently with (iii) upon Defeasance or Covenant Defeasance of the Company’s obligations, or satisfaction and discharge of this Indenture, or (iv) subject to Section 1402(b), upon payment in full of the aggregate principal of, premium, if any, amount of all Notes then Outstanding and interest on Securities of a Series, the all other Parent Guarantor shall be released from Guaranteed Obligations then due and relieved of its obligations under this Article XI with respect to the Securities of such Seriesowing. Upon the delivery by the Issuer to the Trustee of an Officer’s Certificate and an Opinion of Counsel to the effect that the transaction giving rise to the release of any such occurrence specified in this Parent Guarantee was made by the Issuer in accordance with the provisions of this Indenture and the SecuritiesSection 1403, the Trustee shall at the Company’s expense execute any documents reasonably required requested by the Company in order to evidence the release such release, discharge and termination in respect of the Parent Guarantor from its obligations under this Parent Guarantee. If any of the obligations to pay the principal of, premium, if any, and interest on such Securities and all other obligations of the Issuer are revived and reinstated after the termination of this Parent Guarantee, then all of the obligations of the Parent Guarantor under this Parent Guarantee shall be revived and reinstated as if this Parent Guarantee had not been terminated until such time as the principal of, premium, if any, and interest on such Securities are paid in full, and the Parent Guarantor shall enter into an amendment to this Parent Guarantee, reasonably satisfactory to the Trustee, evidencing such revival and reinstatement.

Appears in 2 contracts

Samples: Intercreditor Agreement (Unistrut International Holdings, LLC), Indenture (Unistrut International Holdings, LLC)

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Release of Parent Guarantee. Notwithstanding anything in this Article XI to the contrary, concurrently with the payment in full provisions of the principal of, premium, if any, and interest on Securities of a SeriesSection 1402, the Parent Guarantor shall Guarantee will be subject to termination and discharge under the circumstances described in this Section 1403. Holdings will automatically and unconditionally be released from and relieved of its all obligations under this Article XI with respect to the Securities of such Series. Upon Parent Guarantee, and the delivery by the Issuer to the Trustee of an Officer’s Certificate and an Opinion of Counsel to the effect that the transaction giving rise to the release of this Parent Guarantee was made by the Issuer in accordance shall thereupon terminate and be discharged and of no further force or effect, (i) at any time that Holdings is (or, substantially concurrently with the provisions of this Indenture and the Securities, the Trustee shall execute any documents reasonably required in order to evidence the release of the Parent Guarantor Guarantee or if as a result of the release of the Parent Guarantee, will be) released from all of its obligations under this Parent Guarantee. If its Guarantee of payment by the Company of any Indebtedness of the obligations to pay Company under the principal of, premium, if any, and interest on such Securities and all Senior Cash Flow Facility (other obligations than a release in connection with a Discharge of the Issuer are revived and reinstated after the termination of this Parent Guarantee, then all of the obligations of Obligations under the Parent Guarantor under this Senior Cash Flow Facility) (it being understood that a release subject to contingent reinstatement is still a release, and that if any such Guarantee is so reinstated, the Parent Guarantee shall be revived reinstated to the extent that Holdings would then be required to provide the Parent Guarantee), (ii) upon the merger or consolidation of Holdings with and reinstated as if this Parent Guarantee had not been terminated until into the Company or a Subsidiary Guarantor that is the surviving Person in such time as merger or consolidation, or upon the principal of, premium, if any, and interest on such Securities are paid in full, liquidation of Holdings following the transfer of all of its assets to any of the Company and the Parent Guarantor shall enter into an amendment to this Parent GuaranteeSubsidiary Guarantors, reasonably satisfactory to (iii) during the Trustee, evidencing such revival and reinstatement.Suspension Period (it being understood that upon the

Appears in 1 contract

Samples: Cornerstone Building Brands, Inc.

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