Release of Subsidiary Guarantee. The Subsidiary Guarantee of a Subsidiary Guarantor will terminate: (1) upon any sale or other disposition of all or substantially all of the properties or assets of such Subsidiary Guarantor (including by way of merger or consolidation) to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary, if the sale or other disposition does not violate Section 4.12; (2) upon any sale or other disposition of the Capital Stock of such Subsidiary Guarantor to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary, if the sale or other disposition does not violate Section 4.12 and such Subsidiary Guarantor no longer qualifies as a Subsidiary of the Company as a result of such disposition; (3) upon designation of such Subsidiary Guarantor as an Unrestricted Subsidiary, in accordance with Section 4.14; (4) upon Legal Defeasance, Covenant Defeasance or satisfaction and discharge of the Indenture as provided pursuant to Sections 8.01, 8.02, 8.03 and 8.04; or (5) upon the liquidation or dissolution of such Subsidiary Guarantor, provided no Default or Event of Default occurs as a result thereof or has occurred or is continuing. Upon delivery by the Company 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 Subsidiary Guarantor from its obligations under its Subsidiary Guarantee.
Appears in 4 contracts
Samples: Indenture (PDC Energy, Inc.), Indenture (PDC Energy, Inc.), Indenture (SYNERGY RESOURCES Corp)
