Release of Subsidiary Guarantors from Guarantee. (a) Notwithstanding any other provisions of this Indenture, the Guarantee of any Subsidiary Guarantor may be released upon the terms and subject to the conditions set forth in Section 11.02(b) and in this Section 14.04. Provided that no Default shall have occurred and shall be continuing under this Indenture, the Guarantee incurred by a Subsidiary Guarantor pursuant to this Article XIV shall be unconditionally released and discharged (i) automatically upon (A) any sale, exchange or transfer, whether by way of merger or otherwise, to any Person that is not an Affiliate of the Partnership, of all of the Partnership’s direct or indirect limited partnership or other equity interests in such Subsidiary Guarantor (provided such sale, exchange or transfer is not prohibited by this Indenture) or (B) the merger of such Subsidiary Guarantor into either of the Issuers or any other Subsidiary Guarantor or the liquidation and dissolution of such Subsidiary Guarantor (in each case to the extent not prohibited by this Indenture) or (ii) upon the Issuers’ delivery of a written notice to the Trustee of the release or discharge of all guarantees by such Subsidiary Guarantor of any Debt of the Issuers other than obligations arising under this Indenture and any Debt Securities issued hereunder, except a discharge or release by or as a result of payment under such guarantees.
Appears in 18 contracts
Samples: Indenture (CNX Coal Finance Corp.), Indenture (CNX Coal Finance Corp.), Indenture (Global Operating LLC)
Release of Subsidiary Guarantors from Guarantee. (a) Notwithstanding any other provisions of this Indenture, the Guarantee of any Subsidiary Guarantor may be released upon the terms and subject to the conditions set forth in Section 11.02(b) and in this Section 14.04. Provided that no Default shall have occurred and shall be continuing under this Indenture, the Guarantee incurred by a Subsidiary Guarantor pursuant to this Article XIV shall be unconditionally released and discharged (i) automatically upon (A) any sale, exchange or transfer, whether by way of merger or otherwise, to any Person that is not an Affiliate of the PartnershipCompany, of all of the PartnershipCompany’s direct or indirect limited partnership or other equity interests in such Subsidiary Guarantor (provided such sale, exchange or transfer is not prohibited by this Indenture) or (B) the merger of such Subsidiary Guarantor into either of the Issuers Company or any other Subsidiary Guarantor or the liquidation and dissolution of such Subsidiary Guarantor (in each case to the extent not prohibited by this Indenture) or (ii) upon the Issuers’ following delivery of a written notice of such release or discharge by the Company to the Trustee of Trustee, upon the release or discharge of all guarantees by such Subsidiary Guarantor of any Debt of the Issuers Company other than obligations arising under this Indenture and any Debt Securities issued hereunder, except a discharge or release by or as a result of payment under such guarantees.
Appears in 12 contracts
Samples: Indenture (ACRES Commercial Realty Corp.), Indenture (RAIT Financial Trust), Indenture (RAIT Financial Trust)
Release of Subsidiary Guarantors from Guarantee. (a) Notwithstanding any other provisions of this Indenture, the Guarantee of any Subsidiary Guarantor may be released upon the terms and subject to the conditions set forth in Section 11.02(b) and in this Section 14.04. Provided that no Default shall have occurred and shall be continuing under this Indenture, the any Guarantee incurred by a Subsidiary Guarantor pursuant to this Article XIV shall be unconditionally released and discharged (i) automatically upon (A) any sale, exchange or transfer, whether by way of merger or otherwise, to any Person that is not an Affiliate of the Partnership, of all of the Partnership’s direct or indirect limited partnership liability company or other equity interests in such Subsidiary Guarantor (provided such sale, exchange or transfer is not prohibited by this Indenture) or (B) the merger of such Subsidiary Guarantor into either of the Issuers Partnership or any other Subsidiary Guarantor or the liquidation and dissolution of such Subsidiary Guarantor (in each case to the extent not prohibited by this Indenture) or (ii) upon the Issuers’ following delivery of a written notice of such release or discharge by the Partnership to the Trustee of Trustee, upon the release or discharge of all guarantees by such Subsidiary Guarantor of any Debt of the Issuers Partnership other than obligations arising under this Indenture and any Debt Securities issued hereunder, except a discharge or release by or as a result of payment under such guarantees.
Appears in 10 contracts
Samples: Indenture (EnLink Midstream Partners, LP), Indenture (Oiltanking Partners, L.P.), Indenture (Oiltanking Partners, L.P.)
Release of Subsidiary Guarantors from Guarantee. (a) Notwithstanding any other provisions of this Indenture, the Guarantee of any Subsidiary Guarantor may be released upon the terms and subject to the conditions set forth in Section 11.02(b) and in this Section 14.041604. Provided that no Default shall have occurred and shall be continuing under this Indenture, the any Guarantee incurred by a Subsidiary Guarantor pursuant to this Article XIV shall be unconditionally released and discharged (i) automatically upon (A) any sale, exchange or transfer, whether by way of merger or otherwise, to any Person that is not an Affiliate of the PartnershipCompany, of all of the PartnershipCompany’s direct or indirect limited partnership or other equity interests in such Subsidiary Guarantor (provided such sale, exchange or transfer is not prohibited by this Indenture) or (B) the merger of such Subsidiary Guarantor into either of the Issuers Company or any other Subsidiary Guarantor or the liquidation and dissolution of such Subsidiary Guarantor (in each case to the extent not prohibited by this Indenture) or (ii) upon the Issuers’ following delivery of a written notice of such release or discharge by the Company to the Trustee of Trustee, upon the release or discharge of all guarantees by such Subsidiary Guarantor of any Debt debt of the Issuers Company other than obligations arising under this Indenture and any Debt Securities issued hereunder, except a discharge or release by or as a result of payment under such guarantees.
Appears in 9 contracts
Samples: Indenture (Penn Virginia Oil & Gas, L.P.), Indenture (Penn Virginia Oil & Gas, L.P.), Indenture (Penn Virginia Oil & Gas, L.P.)
Release of Subsidiary Guarantors from Guarantee. (a) Notwithstanding any other provisions of this Indenture, the Guarantee of any Subsidiary Guarantor may be released upon the terms and subject to the conditions set forth in Section 11.02(b) and in this Section 14.04. Provided that no Default shall have occurred and shall be continuing under this Indenture, the any Guarantee incurred by a Subsidiary Guarantor pursuant to this Article XIV shall be unconditionally released and discharged (i) automatically upon (A) any sale, exchange or transfer, whether by way of merger or otherwise, to any Person that is not an Affiliate of the PartnershipIssuers, of all of the Partnership’s Issuers’ direct or indirect limited partnership or other equity interests in such Subsidiary Guarantor (provided such sale, exchange or transfer is not prohibited by this Indenture) or (B) the merger of such Subsidiary Guarantor into either of the Issuers or any other Subsidiary Guarantor or the liquidation and dissolution of such Subsidiary Guarantor (in each case to the extent not prohibited by this Indenture) or (ii) upon the Issuers’ following delivery of a written notice of such release or discharge by the Issuers to the Trustee of Trustee, upon the release or discharge of all guarantees by such Subsidiary Guarantor of any Debt of the Issuers other than obligations arising under this Indenture and any Debt Securities issued hereundera Credit Facility, except a discharge or release by or as a result of payment under such guarantees. If at any time following any release and discharge of a Guarantee by a Subsidiary Guarantor pursuant to clause (ii) of this Section 14.04(a), such Subsidiary Guarantor shall incur a Guarantee under a Credit Facility, then such Subsidiary Guarantor shall be required to provide a Guarantee at such time.
Appears in 8 contracts
Samples: Indenture (Holly Energy Finance Corp.), Holly Energy Finance Corp., SLC Pipeline LLC
Release of Subsidiary Guarantors from Guarantee. (a) Notwithstanding any other provisions of this Indenture, the Guarantee of any Subsidiary Guarantor may be released upon the terms and subject to the conditions set forth in Section 11.02(b) and in this Section 14.04. Provided that no Default shall have occurred and shall be continuing under this Indenture, the any Guarantee incurred by a Subsidiary Guarantor pursuant to this Article XIV shall be unconditionally released and discharged (i) automatically upon (A) any sale, exchange or transfer, whether by way of merger or otherwise, to any Person that is not an Affiliate of the Partnership, of all of the Partnership’s 's direct or indirect limited partnership or other equity interests in such Subsidiary Guarantor (provided such sale, exchange or transfer is not prohibited by this Indenture) or (B) the merger of such Subsidiary Guarantor into either of the Issuers Partnership or any other Subsidiary Guarantor or the liquidation and dissolution of such Subsidiary Guarantor (in each case to the extent not prohibited by this Indenture) or (ii) upon the Issuers’ following delivery of a written notice of such release or discharge by the Partnership to the Trustee of Trustee, upon the release or discharge of all guarantees by such Subsidiary Guarantor of any Debt of the Issuers Partnership other than obligations arising under this Indenture and any Debt Securities issued hereunder, except a discharge or release by or as a result of payment under such guarantees.
Appears in 7 contracts
Samples: Indenture (Pacific Energy Group LLC), Indenture (Williams Energy Partners L P), Indenture (Jonah Gas Gathering Co)
Release of Subsidiary Guarantors from Guarantee. (a) Notwithstanding any other provisions of this the Indenture, the Subsidiary Guarantee of any Subsidiary Guarantor may and all of its other obligations under the Indenture shall be released upon the terms and subject to the conditions set forth in Section 11.02(b) and in this Section 14.041604. Provided that no Default shall have occurred and shall be continuing under this Indenture, the Any Subsidiary Guarantee incurred by a Subsidiary Guarantor pursuant to this Article XIV Article, together with all of its other obligations under the Indenture, shall be unconditionally released and discharged automatically (i) automatically upon (A) any sale, exchange or transferother disposition, whether by way of merger merger, consolidation or otherwise, to any Person that is not an Affiliate the Company or a Subsidiary, of a sufficient amount of the Partnership, Capital Stock of all of the Partnership’s direct or indirect limited partnership or other equity interests in such Subsidiary Guarantor so that it no longer qualified as a “Subsidiary,” (provided such B) any sale, exchange or transfer other disposition (other than a lease) of all or substantially all of the assets of such Subsidiary Guarantor to any Person that is not prohibited by this Indenture) the Company or a Subsidiary, (BC) the merger of such Subsidiary Guarantor into either of the Issuers Company or any other Subsidiary Guarantor or the liquidation and dissolution of such Subsidiary Guarantor or (D) in each case to connection with any Covenant Defeasance, Legal Defeasance or satisfaction and discharge of the extent not prohibited by this Indenture) Notes as provided under Article Five or Article Fourteen of the Indenture or (ii) upon the Issuers’ delivery of a written notice of such release or discharge by the Company to the Trustee of Trustee, following the release or discharge of all guarantees by the Guarantee of such Subsidiary Guarantor of any Debt Indebtedness of the Issuers other than obligations arising Company under this Indenture and any Debt Securities issued hereundera Credit Facility, except a discharge or release by or as a result of payment under such guaranteesGuarantee.
Appears in 5 contracts
Samples: Supplemental Indenture (Concho Resources Inc), Supplemental Indenture (Concho Resources Inc), Fourteenth Supplemental Indenture (Concho Resources Inc)
Release of Subsidiary Guarantors from Guarantee. (a) Notwithstanding any other provisions of this Indenture, the Guarantee of any Subsidiary Guarantor may be released upon the terms and subject to the conditions set forth in Section 11.02(b) and in this Section 14.0414.03. Provided that no Default shall have occurred and shall be continuing under this Indenture, the any Guarantee incurred by a Subsidiary Guarantor pursuant to this Article XIV shall be unconditionally released and discharged (i) automatically upon (A) any sale, exchange exchange, or transfer, whether by way of merger or otherwise, to any Person that is not an Affiliate of the PartnershipCompany, of all of the PartnershipCompany’s direct or indirect limited partnership liability company or other equity interests in such Subsidiary Guarantor (provided such sale, exchange or transfer is not prohibited by this Indenture) or (B) the merger of such Subsidiary Guarantor into either of the Issuers Company or any other Subsidiary Guarantor or the liquidation and dissolution of such Subsidiary Guarantor (in each case to the extent not prohibited by this Indenture) or (ii) upon the Issuers’ delivery of a written notice of such release or discharge by the Company to the Trustee of Trustee, upon the release or discharge of all guarantees by such Subsidiary Guarantor of any Debt of the Issuers Company other than obligations arising under this Indenture and any Debt Securities issued hereunder, except a discharge or release by or as a result of payment under such guarantees.
Appears in 4 contracts
Samples: Indenture (EnLink Midstream, LLC), Indenture (EnLink Midstream Partners, LP), EnLink Midstream Partners, LP
Release of Subsidiary Guarantors from Guarantee. (a) Notwithstanding any other provisions of this Indenture, the Guarantee of any Subsidiary Guarantor may be released upon the terms and subject to the conditions set forth in Section 11.02(b) and in this Section 14.0410.04. Provided that no Default shall have occurred and shall be continuing under this Indenture, the any Guarantee incurred by a Subsidiary Guarantor pursuant to this Article XIV X shall be unconditionally released and discharged (i) automatically upon (A) any sale, exchange or transfer, whether by way of merger or otherwise, to any Person that is not an Affiliate of the PartnershipCompany, of all of the PartnershipCompany’s direct or indirect limited partnership or other equity interests in such Subsidiary Guarantor (provided such sale, exchange or transfer is not prohibited by this Indenture) or (B) the merger of such Subsidiary Guarantor into either of the Issuers Company or any other Subsidiary Guarantor or the liquidation and dissolution of such Subsidiary Guarantor (in each case to the extent not prohibited by this Indenture) or (ii) upon the Issuers’ following delivery of a written notice of such release or discharge by the Company to the Trustee of Trustee, upon the release or discharge of all guarantees by such Subsidiary Guarantor of any Debt of the Issuers Company other than obligations arising under this Indenture and any Debt Securities issued hereunder, except a discharge or release by or as a result of payment under such guarantees.
Appears in 4 contracts
Samples: Indenture (LGI Homes-Florida, LLC), Indenture (LGI Homes-Windmill Farms, LLC), Indenture (Cloverdale Park, Inc.)
Release of Subsidiary Guarantors from Guarantee. (a) Notwithstanding any other provisions of this Indenture, the Guarantee of any Subsidiary Guarantor may be released upon the terms and subject to the conditions set forth in Section 11.02(b) and in this Section 14.0417.04. Provided that no Default shall have occurred and shall be continuing under this Indenture, the any Guarantee incurred by a Subsidiary Guarantor pursuant to this Article XIV Seventeen shall be unconditionally released and discharged (i) automatically upon (A) any sale, exchange or transfer, whether by way of merger or otherwise, to any Person that is not an Affiliate of the PartnershipCompany, of all of the Partnership’s Company's direct or indirect limited partnership or other equity interests in in, or all or substantially all the assets of, such Subsidiary Guarantor (provided such sale, exchange or transfer is not prohibited by this Indenture) or (B) the merger of such Subsidiary Guarantor into either of the Issuers Company or any other Subsidiary Guarantor or the liquidation and dissolution of such Subsidiary Guarantor (in each case to the extent not prohibited by this Indenture) or (ii) upon the Issuers’ following delivery of a written notice of such release or discharge by the Company to the Trustee of Trustee, upon the release or discharge of all guarantees by such Subsidiary Guarantor of any Debt indebtedness of the Issuers Company for money borrowed other than obligations arising under this Indenture and any Debt Securities issued hereunder, except a discharge or release by or as a result of payment under such guarantees.
Appears in 4 contracts
Samples: Meridian Resource CORP, Tesoro Alaska Co, Tesoro Alaska Co
Release of Subsidiary Guarantors from Guarantee. (a) Notwithstanding any other provisions of this Indenture, the Guarantee of any Subsidiary Guarantor may be released upon the terms and subject to the conditions set forth in Section 11.02(b) and in this Section 14.0410.04. Provided that no Default shall have occurred and shall be continuing under this Indenture, the any Guarantee incurred by a Subsidiary Guarantor pursuant to this Article XIV X shall be unconditionally released and discharged (i) automatically upon (A) any sale, exchange or transfer, whether by way of merger or otherwise, to any Person that is not an Affiliate of the PartnershipIssuers, of all of the Partnership’s Issuers’ direct or indirect limited partnership or other equity interests in such Subsidiary Guarantor (provided such sale, exchange or transfer is not prohibited by this Indenture) or (B) the merger of such Subsidiary Guarantor into either of the Issuers or any other Subsidiary Guarantor or the liquidation and dissolution of such Subsidiary Guarantor (in each case to the extent not prohibited by this Indenture) or (ii) upon the Issuers’ following delivery of a written notice of such release or discharge by the Issuers to the Trustee of Trustee, upon the release or discharge of all guarantees by such Subsidiary Guarantor of any Debt of the Issuers other than obligations arising under this Indenture and any Debt Securities issued hereunder, except a discharge or release by or as a result of payment under such guarantees.
Appears in 4 contracts
Samples: Indenture (EQT MIDSTREAM FINANCE Corp), Indenture (BKEP Sub, L.L.C.), Indenture (Crosstex Eunice, LLC)
Release of Subsidiary Guarantors from Guarantee. (a) Notwithstanding any other provisions of this Indenture, the Guarantee of any Subsidiary Guarantor may be released upon the terms and subject to the conditions set forth in Section 11.02(b) and in this Section 14.0411.04. Provided that no Default shall have occurred and shall be continuing under this Indenture, the any Guarantee incurred by a Subsidiary Guarantor pursuant to this Article XIV XI shall be unconditionally released and discharged (i) automatically upon (A) any sale, exchange or transfer, whether by way of merger or otherwise, to any Person that is not an Affiliate of the PartnershipIssuers, of all of the Partnership’s Issuers’ direct or indirect limited partnership or other equity interests in such Subsidiary Guarantor (provided such sale, exchange or transfer is not prohibited by this Indenture) or (B) the merger of such Subsidiary Guarantor into either of the Issuers or any other Subsidiary Guarantor or the liquidation and dissolution of such Subsidiary Guarantor (in each case to the extent not prohibited by this Indenture) or (ii) upon the Issuers’ following delivery of a written notice of such release or discharge by the Issuers to the Trustee of Trustee, upon the release or discharge of all guarantees by such Subsidiary Guarantor of any Debt of the Issuers other than obligations arising under this Indenture and any Debt Securities issued hereunder, except a discharge or release by or as a result of payment under such guarantees.
Appears in 4 contracts
Samples: Indenture (EQT MIDSTREAM FINANCE Corp), Indenture (Encore Energy Partners Operating LLC), Crosstex Texas NGL Pipeline, LLC
Release of Subsidiary Guarantors from Guarantee. (a) Notwithstanding any other provisions of this Indenture, the Guarantee of any Subsidiary Guarantor may be released upon the terms and subject to the conditions set forth in Section 11.02(b) and in this Section 14.04. Provided that no Default shall have occurred and shall be continuing under this Indenture, the Guarantee incurred by a Subsidiary Guarantor pursuant to this Article XIV shall be unconditionally released and discharged (i) automatically upon (A) any sale, exchange or transfer, whether by way of merger or otherwise, to any Person that is not an Affiliate of the PartnershipCompany, of all of the PartnershipCompany’s direct or indirect limited partnership or other equity interests in such Subsidiary Guarantor (provided such sale, exchange or transfer is not prohibited by this Indenture) or (B) the merger of such Subsidiary Guarantor into either of the Issuers or any other Subsidiary Guarantor or the liquidation and dissolution of such Subsidiary Guarantor (in each case to the extent not prohibited by this Indenture) or (ii) upon the Issuers’ delivery of a written notice to the Trustee of the release or discharge of all guarantees by such Subsidiary Guarantor of any Debt of the Issuers other than obligations arising under this Indenture and any Debt Securities issued hereunder, except a discharge or release by or as a result of payment under such guarantees.
Appears in 3 contracts
Samples: Indenture (Vanguard Natural Resources, LLC), Indenture (Trust Energy Company, LLC), Vanguard Natural Resources, LLC
Release of Subsidiary Guarantors from Guarantee. (a) Notwithstanding any other provisions of this Indenture, the Guarantee of any Subsidiary Guarantor may be released upon the terms and subject to the conditions set forth in Section 11.02(b) and in this Section 14.04. Provided that no Default shall have occurred and shall be continuing under this Indenture, the any Guarantee incurred by a Subsidiary Guarantor pursuant to this Article XIV shall be unconditionally released and discharged (i) automatically upon (A) any sale, exchange or transfer, whether by way of merger or otherwise, to any Person that is not an Affiliate of the PartnershipIssuers, of all of the Partnership’s Issuers’ direct or indirect limited partnership or other equity interests in such Subsidiary Guarantor (provided such sale, exchange or transfer is not prohibited by this Indenture) or (B) the merger of such Subsidiary Guarantor into either of the Issuers or any other Subsidiary Guarantor or the liquidation and dissolution of such Subsidiary Guarantor (in each case to the extent not prohibited by this Indenture) or (ii) upon the Issuers’ following delivery of a written notice of such release or discharge by the Issuers to the Trustee of Trustee, upon the release or discharge of all guarantees by such Subsidiary Guarantor of any Debt of the Issuers other than obligations arising under this Indenture and any Debt Securities issued hereunder, except a discharge or release by or as a result of payment under such guarantees.
Appears in 3 contracts
Samples: Indenture (Penn Virginia Resource Partners L P), PVR Natural Gas Gathering LLC, PVR Natural Gas Gathering LLC
Release of Subsidiary Guarantors from Guarantee. (a) Notwithstanding any other provisions of this Indenture, the Guarantee of any the Subsidiary Guarantor Guarantors may be released upon the terms and subject to the conditions set forth in Section 11.02(b) and in this Section 14.04. Provided that no Default shall have occurred and shall be continuing under this Indenture, the Guarantee incurred by a Subsidiary Guarantor pursuant to this Article XIV shall be unconditionally released and discharged (i) automatically upon (A) any sale, exchange or transfer, whether by way of merger or otherwise, to any Person that is not an Affiliate of the Partnership, of all of the Partnership’s direct or indirect limited partnership or other equity interests in such Subsidiary Guarantor (provided such sale, exchange or transfer is not prohibited by this Indenture) or (B) the merger of such Subsidiary Guarantor into either of the Issuers Partnership or any other Subsidiary Guarantor or the liquidation and dissolution of such Subsidiary Guarantor (in each case to the extent not prohibited by this Indenture) or (ii) upon the Issuers’ following delivery of a written notice of such release or discharge by the Issuers to the Trustee of Trustee, upon the release or discharge of all guarantees by such Subsidiary Guarantor of any Debt of the Issuers other than obligations arising under this Indenture and any Debt Securities issued hereunder, except a discharge or release by or as a result of payment under such guarantees.
Appears in 3 contracts
Samples: Indenture (Turkey Creek Pipeline, LLC), Indenture (Turkey Creek Pipeline, LLC), Indenture (Markwest Energy Partners L P)
Release of Subsidiary Guarantors from Guarantee. (a) Notwithstanding any other provisions of this Indenture, the Guarantee of any Subsidiary Guarantor may be released upon the terms and subject to the conditions set forth in Section 11.02(b) and in this Section 14.0411.04. Provided that no Default shall have occurred and shall be continuing under this Indenture, the any Guarantee incurred by a Subsidiary Guarantor pursuant to this Article XIV XI shall be unconditionally released and discharged (i) automatically upon (A) any sale, exchange or transfer, whether by way of merger or otherwise, to any Person that is not an Affiliate of the PartnershipCompany, of all of the PartnershipCompany’s direct or indirect limited partnership or other equity interests in such Subsidiary Guarantor (provided such sale, exchange or transfer is not prohibited by this Indenture) or (B) the merger of such Subsidiary Guarantor into either of the Issuers Company or any other Subsidiary Guarantor or the liquidation and dissolution of such Subsidiary Guarantor (in each case to the extent not prohibited by this Indenture) or (ii) upon the Issuers’ following delivery of a written notice of such release or discharge by the Company to the Trustee of Trustee, upon the release or discharge of all guarantees by such Subsidiary Guarantor of any Debt of the Issuers Company other than obligations arising under this Indenture and any Debt Securities issued hereunder, except a discharge or release by or as a result of payment under such guarantees.
Appears in 3 contracts
Samples: Indenture (LGI Homes-Florida, LLC), Indenture (LGI Homes-Windmill Farms, LLC), Indenture (Cloverdale Park, Inc.)
Release of Subsidiary Guarantors from Guarantee. (a) Notwithstanding any other provisions of this Indenture, the Guarantee of any Subsidiary Guarantor may be released upon the terms and subject to the conditions set forth in Section 11.02(b) and in this Section 14.04. Provided that no Default shall have occurred and shall be continuing under this Indenture, the Guarantee incurred by a Subsidiary Guarantor pursuant to this Article ARTICLE XIV shall be unconditionally released and discharged (i) automatically upon (A) any sale, exchange or transfer, whether by way of merger or otherwise, to any Person that is not an Affiliate of the PartnershipCompany, of all of the PartnershipCompany’s direct or indirect limited partnership or other equity interests in such Subsidiary Guarantor (provided such sale, exchange or transfer is not prohibited by this Indenture) or (B) the merger of such Subsidiary Guarantor into either of the Issuers Company or any other Subsidiary Guarantor or the liquidation and dissolution of such Subsidiary Guarantor (in each case to the extent not prohibited by this Indenture) or (ii) upon the Issuers’ following delivery of a written notice of such release or discharge by the Company to the Trustee of Trustee, upon the release or discharge of all guarantees by such Subsidiary Guarantor of any Debt of the Issuers Company other than obligations arising under this Indenture and any Debt Securities issued hereunder, except a discharge or release by or as a result of payment under such guarantees.
Appears in 3 contracts
Samples: Indenture (Glimcher Realty Trust), Indenture (Glimcher Realty Trust), Indenture (Glimcher Realty Trust)
Release of Subsidiary Guarantors from Guarantee. (a) Notwithstanding any other provisions of this Indenture, the Guarantee of any Subsidiary Guarantor may be released upon the terms and subject to the conditions set forth in Section 11.02(b) and in this Section 14.0410.04. Provided that no Default shall have occurred and shall be continuing under this Indenture, the any Guarantee incurred by a Subsidiary Guarantor pursuant to this Article XIV X shall be unconditionally released and discharged (i) automatically upon (A) any sale, exchange or transfer, whether by way of merger or otherwise, to any Person that is not an Affiliate of the Partnership, of all of the Partnership’s direct or indirect limited partnership or other equity interests in such Subsidiary Guarantor (provided such sale, exchange or transfer is not prohibited by this Indenture) or (B) the merger of such Subsidiary Guarantor into either of the Issuers Partnership or any other Subsidiary Guarantor or the liquidation and dissolution of such Subsidiary Guarantor (in each case to the extent not prohibited by this Indenture) or (ii) upon the Issuers’ following delivery of a written notice to of such release or discharge by the Trustee of Partnership, the Trustee, upon the release or discharge of all guarantees by such Subsidiary Guarantor of any Debt of the Issuers Partnership other than obligations arising under this Indenture and any Debt Securities issued hereunder, except a discharge or release by or as a result of payment under such guarantees.
Appears in 3 contracts
Samples: Energy Transfer Equity, L.P., ETC Texas Pipeline, LTD, Heritage Operating Lp
Release of Subsidiary Guarantors from Guarantee. (a) Notwithstanding any other provisions of this Indenture, unless otherwise provided as contemplated by Section 2.01, the Guarantee of any Subsidiary Guarantor may be released upon the terms and subject to the conditions set forth in Section 11.02(b) and in this Section 14.0410.04. Provided Any Guarantee incurred by a Subsidiary Guarantor pursuant to this Article X shall be automatically and unconditionally released and discharged (i) in connection with sale or other disposition of the Company’s direct or indirect limited partnership, limited liability company or other equity interests in such Subsidiary Guarantor (including by way of merger or otherwise) to any Person that is not the Company or a Subsidiary such that, after giving effect to any such sale or disposition, such Person is no longer a Subsidiary; (ii) upon the merger of such Subsidiary Guarantor into the Company or any other Subsidiary Guarantor or the liquidation or dissolution of such Subsidiary Guarantor; (iii) upon satisfaction and discharge or covenant defeasance or legal defeasance with respect to the Notes as set forth in Section 8.01(a), Section 8.01(b) or Section 8.01(c); or (iv) following delivery of a written notice thereof by the Company to the Trustee and provided that no Event of Default shall have occurred and shall be continuing under this Indenture, the Guarantee incurred by a Subsidiary Guarantor pursuant to this Article XIV shall be unconditionally released and discharged (i) automatically upon (A) any sale, exchange or transfer, whether by way of merger or otherwise, to any Person that is not an Affiliate of the Partnership, of all of the Partnership’s direct or indirect limited partnership or other equity interests in such Subsidiary Guarantor (provided such sale, exchange or transfer is not prohibited by this Indenture) or (B) the merger of such Subsidiary Guarantor into either of the Issuers or any other Subsidiary Guarantor or the liquidation and dissolution of such Subsidiary Guarantor (in each case to the extent not prohibited by this Indenture) or (ii) upon the Issuers’ delivery of a written notice to the Trustee of the release or discharge of all guarantees by such Subsidiary Guarantor of any Debt of the Issuers other than obligations arising Company under this Indenture and any Debt Securities issued hereunder, except a discharge or release by or as a result of payment under such guaranteesthe Credit Agreement.
Appears in 2 contracts
Samples: Patterson (Patterson Uti Energy Inc), Patterson (Patterson Uti Energy Inc)
Release of Subsidiary Guarantors from Guarantee. (a) Notwithstanding any other provisions of this Indenture, the Guarantee of any Subsidiary Guarantor may be released upon the terms and subject to the conditions set forth in Section 11.02(b) Article VIII and in this Section 14.0410.04. Provided that no Default shall have occurred and shall be continuing under this Indenture, the any Guarantee incurred by a Subsidiary Guarantor pursuant to this Article XIV X shall be unconditionally released and discharged (i) automatically upon (A) any sale, exchange or transfer, whether by way of merger or otherwise, to any Person that is not an Affiliate the Company or a Subsidiary of the PartnershipCompany, of all of the PartnershipCompany’s direct or indirect limited partnership or other equity interests in such Subsidiary Guarantor and such Subsidiary Guarantor no longer qualifies as a Subsidiary of the Company as a result of such disposition (provided such sale, exchange or transfer is not prohibited by this Indenture) or (B) the merger of such Subsidiary Guarantor into either of the Issuers Company or any other Subsidiary Guarantor or the liquidation and dissolution of such Subsidiary Guarantor (in each case to the extent not prohibited by this Indenture) or (ii) upon the Issuers’ following delivery of a written notice of such release or discharge by the Company to the Trustee of Trustee, upon the release or discharge of all guarantees by such Subsidiary Guarantor of any Debt of the Issuers Company other than obligations arising under this Indenture and any Debt Securities issued hereunder, except a discharge or release by or as a result of payment under such guarantees.
Appears in 2 contracts
Samples: Pardril Inc, Quail Usa LLC
Release of Subsidiary Guarantors from Guarantee. (a) Notwithstanding any other provisions of this Indenture, the Guarantee of any Subsidiary Guarantor may be released upon the terms and subject to the conditions set forth in Section 11.02(b) Article VIII and in this Section 14.0410.04. Provided that no Default shall have occurred and shall be continuing under this Indenture, the any Guarantee incurred by a Subsidiary Guarantor pursuant to this Article XIV X shall be unconditionally released and discharged (i) automatically upon (A) any sale, exchange or transfer, whether by way of merger or otherwise, to any Person that is not an Affiliate the Issuers or a Subsidiary of the Partnershipof the Issuers, of all of the Partnership’s Issuers’ direct or indirect limited partnership or other equity interests in such Subsidiary Guarantor and such Subsidiary Guarantor no longer qualifies as a Subsidiary of the Company as a result of such disposition (provided such sale, exchange or transfer is not prohibited by this Indenture) or (B) the merger of such Subsidiary Guarantor into either of the Issuers or any other Subsidiary Guarantor or the liquidation and dissolution of such Subsidiary Guarantor (in each case to the extent not prohibited by this Indenture) or (ii) upon the Issuers’ following delivery of a written notice of such release or discharge by the Issuers to the Trustee of Trustee, upon the release or discharge of all guarantees by such Subsidiary Guarantor of any Debt of the Issuers other than obligations arising under this Indenture and any Debt Securities issued hereunder, except a discharge or release by or as a result of payment under such guarantees.
Appears in 2 contracts
Samples: Senior Indenture (Linn Energy, LLC), Indenture (Linn Energy Finance Corp.)
Release of Subsidiary Guarantors from Guarantee. (a) Notwithstanding any other provisions of this Indenture, the Guarantee of any Subsidiary Guarantor may be released upon the terms and subject to the conditions set forth in Section 11.02(b) Article VIII and in this Section 14.0411.04. Provided that no Default shall have occurred and shall be continuing under this Indenture, the any Guarantee incurred by a Subsidiary Guarantor pursuant to this Article XIV XI shall be unconditionally released and discharged (i) automatically upon (A) any sale, exchange or transfer, whether by way of merger or otherwise, to any Person that is not an Affiliate the Company or a Subsidiary of the PartnershipCompany, of all of the PartnershipCompany’s direct or indirect limited partnership or other equity interests in such Subsidiary Guarantor and such Subsidiary Guarantor no longer qualifies as a Subsidiary of the Company as a result of such disposition (provided such sale, exchange or transfer is not prohibited by this Indenture) or (B) the merger of such Subsidiary Guarantor into either of the Issuers Company or any other Subsidiary Guarantor or the liquidation and dissolution of such Subsidiary Guarantor (in each case to the extent not prohibited by this Indenture) or (ii) upon the Issuers’ following delivery of a written notice of such release or discharge by the Company to the Trustee of Trustee, upon the release or discharge of all guarantees by such Subsidiary Guarantor of any Debt of the Issuers Company other than obligations arising under this Indenture and any Debt Securities issued hereunder, except a discharge or release by or as a result of payment under such guarantees.
Appears in 2 contracts
Samples: Pardril Inc, Quail Usa LLC
Release of Subsidiary Guarantors from Guarantee. (a) Notwithstanding any other provisions of this Indenture, the Guarantee of any a Subsidiary Guarantor may be released upon the terms and subject to the conditions set forth in Section 11.02(b) and in this Section 14.0413.03. Provided that no Default shall have occurred and shall be continuing under this Indenture, the any Guarantee incurred by a Subsidiary Guarantor pursuant to this Article XIV 13 shall be unconditionally released and discharged (i) automatically upon (A) any sale, exchange or transfer, whether by way of merger or otherwise, to any Person that is not an Affiliate of the PartnershipCompany, of all of the PartnershipCompany’s direct or indirect limited partnership or other equity interests in such Subsidiary Guarantor (provided such sale, exchange or transfer is not prohibited by this Indenture) or (B) the merger of such Subsidiary Guarantor into either of the Issuers Company or any other Subsidiary Guarantor or the liquidation and dissolution of such Subsidiary Guarantor (in each case to the extent not prohibited by this Indenture) or (ii) upon the Issuers’ following delivery of a written notice of such release or discharge by the Company to the Trustee of Trustee, upon the release or discharge of all guarantees by such Subsidiary Guarantor of any Debt Indebtedness of the Issuers Company other than obligations arising under this Indenture and any Debt Securities issued hereunder, except a discharge or release by or as a result of payment under such guarantees.
Appears in 2 contracts
Samples: Western Digital Technologies Inc, Graftech International LTD
Release of Subsidiary Guarantors from Guarantee. (a) Notwithstanding any other provisions of this Indenture, the Guarantee of any Subsidiary Guarantor may be released upon the terms and subject to the conditions set forth in Section 11.02(b) and in this Section 14.0411.04. Provided that no Default shall have occurred and shall be continuing under this Indenture, the any Guarantee incurred by a Subsidiary Guarantor pursuant to this Article XIV XI shall be unconditionally released and discharged (i) automatically upon (A) any sale, exchange or transfer, whether by way of merger or otherwise, to any Person that is not an Affiliate of the Partnership, of all of the Partnership’s direct or indirect limited partnership or other equity interests in such Subsidiary Guarantor (provided such sale, exchange or transfer is not prohibited by this Indenture) or (B) the merger of such Subsidiary Guarantor into either of the Issuers Partnership or any other Subsidiary Guarantor or the liquidation and dissolution of such Subsidiary Guarantor (in each case to the extent not prohibited by this Indenture) or (ii) upon the Issuers’ following delivery of a written notice to of such release or discharge by the Trustee of Partnership, the Trustee, upon the release or discharge of all guarantees by such Subsidiary Guarantor of any Debt of the Issuers Partnership other than obligations arising under this Indenture and any Debt Securities issued hereunder, except a discharge or release by or as a result of payment under such guarantees.
Appears in 2 contracts
Samples: ETC Texas Pipeline, LTD, Heritage Operating Lp
Release of Subsidiary Guarantors from Guarantee. (a) Notwithstanding any other provisions of this Indenture, the Guarantee of any Subsidiary Guarantor may be released upon the terms and subject to the conditions set forth in Section 11.02(b) and in this Section 14.04. Provided that no Default shall have occurred and shall be continuing under this Indenture, the Guarantee incurred by a Subsidiary Guarantor pursuant to this Article XIV shall be unconditionally released and discharged (i) automatically upon (A) any sale, exchange or transfer, whether by way of merger or otherwise, to any Person that is not an Affiliate of the Partnership, of all of the Partnership’s direct or indirect limited partnership or other equity interests in such Subsidiary Guarantor (provided such sale, exchange or transfer is not prohibited by this Indenture) or (B) the merger of such Subsidiary Guarantor into either of the Issuers Partnership or any other Subsidiary Guarantor or the liquidation and dissolution of such Subsidiary Guarantor (in each case to the extent not prohibited by this Indenture) or (ii) upon the Issuers’ following delivery of a written notice of such release or discharge by the Partnership to the Trustee of Trustee, upon the release or discharge of all guarantees by such Subsidiary Guarantor of any Funded Debt of the Issuers Partnership other than obligations arising under this Indenture and any Debt Securities issued hereunder, except a discharge or release by or as a result of payment under such guarantees.
Appears in 2 contracts
Samples: Indenture (Magellan Midstream Partners Lp), Indenture (Magellan Midstream Partners Lp)
Release of Subsidiary Guarantors from Guarantee. (a) Notwithstanding any other provisions of this Indenture, the Guarantee of any Subsidiary Guarantor may be released upon the terms and subject to the conditions set forth in Section 11.02(b) 402, Section 405, and in this Section 14.041404. Provided that no Default shall have occurred and shall be continuing under this Indenture, and subject to the items of Sections 402 and 405, the Guarantee incurred by of a Subsidiary Guarantor pursuant to this Article XIV Fourteen shall be unconditionally released and discharged (i) automatically upon (A) any sale, exchange or transfer, whether by way of merger or otherwise, to any Person that is not an Affiliate of the PartnershipIssuer, of all of the PartnershipIssuer’s direct or indirect limited partnership or other equity interests in such Subsidiary Guarantor (provided such sale, exchange or transfer is not prohibited by this Indenture) or (B) the merger of such Subsidiary Guarantor into either of the Issuers Issuer or any other Subsidiary Guarantor or the liquidation and dissolution of such Subsidiary Guarantor (in each case to the extent not prohibited by this Indenture) or (ii) with respect to any series of Securities, upon the Issuers’ delivery of a written notice to the Trustee of the release or discharge of all guarantees by such Subsidiary Guarantor occurrence of any Debt other condition set forth in the Board Resolution, supplemental indenture or Officers’ Certificate establishing the terms of the Issuers other than obligations arising under this Indenture and any Debt Securities issued hereunder, except a discharge or release by or as a result of payment under such guaranteesseries.
Appears in 2 contracts
Samples: Indenture (Sovran Acquisition LTD Partnership), Sovran Acquisition LTD Partnership
Release of Subsidiary Guarantors from Guarantee. (a) Notwithstanding any other provisions of this Indenture, the Guarantee of any Subsidiary Guarantor may be released upon the terms and subject to the conditions set forth in Section 11.02(b) and in this Section 14.041604. Provided that no Default shall have occurred and shall be continuing under this Indenture, the any Guarantee incurred by a Subsidiary Guarantor pursuant to this Article XIV shall be unconditionally released and discharged (i) automatically upon (A) any sale, exchange or transfer, whether by way of merger or otherwise, to any Person that is not an Affiliate of the PartnershipIssuers, of all of the Partnership’s Issuers’ direct or indirect limited partnership or other equity interests in such Subsidiary Guarantor (provided such sale, exchange or transfer is not prohibited by this Indenture) or (B) the merger of such Subsidiary Guarantor into either of the Issuers or any other Subsidiary Guarantor or the liquidation and dissolution of such Subsidiary Guarantor (in each case to the extent not prohibited by this Indenture) or (ii) upon the Issuers’ following delivery of a written notice of such release or discharge by the Issuers to the Trustee of Trustee, upon the release or discharge of all guarantees by such Subsidiary Guarantor of any Debt debt of the Issuers other than obligations arising under this Indenture and any Debt Securities issued hereunder, except a discharge or release by or as a result of payment under such guarantees.
Appears in 1 contract
Samples: Atlas Energy Resources, LLC
Release of Subsidiary Guarantors from Guarantee. (a) Notwithstanding any other provisions of this Indenture, the Guarantee of any Subsidiary Guarantor may be released upon the terms and subject to the conditions set forth in Section 11.02(b) and in this Section 14.04. Provided that no Default shall have occurred and shall be continuing under this Indenture, the any Guarantee incurred by a Subsidiary Guarantor pursuant to this Article XIV shall be unconditionally released and discharged (i) automatically upon (A) any sale, exchange or transfer, whether by way of merger or otherwise, to any Person that is not an Affiliate of the Partnership, of all of the Partnership’s direct or indirect limited partnership or other equity interests in such Subsidiary Guarantor (provided such sale, exchange or transfer is not prohibited by this Indenture) or (B) the merger of such Subsidiary Guarantor into either of the Issuers Partnership or any other Subsidiary Guarantor or the liquidation and dissolution of such Subsidiary Guarantor (in each case to the extent not prohibited by this Indenture) or (ii) upon the Issuers’ following delivery of a written notice of such release or discharge by the Partnership to the Trustee of Trustee, upon the release or discharge of all guarantees by such Subsidiary Guarantor of any Debt of the Issuers Partnership other than obligations arising under this Indenture and any Debt Securities issued hereunder, except a discharge or release by or as a result of payment under such guarantees.
Appears in 1 contract
Samples: Val Verde Gas Gathering Co Lp
Release of Subsidiary Guarantors from Guarantee. (a) Notwithstanding any other provisions of this Indenture, the Guarantee of any Subsidiary Guarantor may be released upon the terms and subject to the conditions set forth in Section 11.02(b) and in this Section 14.04. Provided that no Default shall have occurred and shall be continuing under this Indenture, the Guarantee incurred by a Subsidiary Guarantor pursuant to this Article XIV shall be unconditionally released and discharged (i) automatically upon (A) any sale, exchange or transfer, whether by way of merger or otherwise, to any Person that is not an Affiliate of the Partnership, of all of the Partnership’s 's direct or indirect limited partnership or other equity interests in such Subsidiary Guarantor (provided such sale, exchange or transfer is not prohibited by this Indenture) or (B) the merger of such Subsidiary Guarantor into either of the Issuers Partnership or any other Subsidiary Guarantor or the liquidation and dissolution of such Subsidiary Guarantor (in each case to the extent not prohibited by this Indenture) or (ii) upon the Issuers’ following delivery of a written notice of such release or discharge by the Partnership to the Trustee of Trustee, upon the release or discharge of all guarantees by such Subsidiary Guarantor of any Funded Debt of the Issuers Partnership other than obligations arising under this Indenture and any Debt Securities issued hereunder, except a discharge or release by or as a result of payment under such guarantees.
Appears in 1 contract
Release of Subsidiary Guarantors from Guarantee. (a) Notwithstanding any other provisions of this Indenture, the Guarantee of any Subsidiary Guarantor may be released upon the terms and subject to the conditions set forth in Section 11.02(b) Article VIII and in this Section 14.0411.04. Provided that no Default shall have occurred and shall be continuing under this Indenture, the any Guarantee incurred by a Subsidiary Guarantor pursuant to this Article XIV XI shall be unconditionally released and discharged (i) automatically upon (A) any sale, exchange or transfer, whether by way of merger or otherwise, to any Person that is not an Affiliate the Company or a Subsidiary of the PartnershipCompany, of all of the PartnershipCompany’s direct or indirect limited partnership or other equity interests in such Subsidiary Guarantor and such Subsidiary Guarantor no longer qualifies as a Subsidiary of the Company as a result of such disposition (provided such sale, exchange or transfer is not prohibited by this Indenture) or (B) the merger of such Subsidiary Guarantor into either of the Issuers Company or any other Subsidiary Guarantor or the liquidation and dissolution of such Subsidiary Guarantor (in each case to the extent not prohibited by this Indenture) or (ii) upon the Issuers’ following delivery of a written notice of such release or discharge by the Company to the Trustee of Trustee, upon the release or discharge of all guarantees the guarantee by such Subsidiary Guarantor of any Debt of the Issuers other than obligations arising under this Indenture and any Debt Securities issued hereunderCompany that resulted in such Guarantee, except a discharge or release by or as a result of payment under such guarantees.
Appears in 1 contract
Samples: Indenture (AMI 2, Inc.)
Release of Subsidiary Guarantors from Guarantee. (a) Notwithstanding any other provisions of this Indenture, the Guarantee of any Subsidiary Guarantor may be released upon the terms and subject to the conditions set forth in Section 11.02(b) and in this Section 14.04. Provided that no Default shall have occurred and shall be continuing under this Indenture, the Guarantee incurred by a Subsidiary Guarantor pursuant to this Article XIV shall be unconditionally released and discharged (i) automatically upon (A) any sale, exchange or transfer, whether by way of merger or otherwise, to any Person that is not an Affiliate of the Partnership, of all of the Partnership’s direct or indirect limited partnership or other equity interests in such Subsidiary Guarantor (provided such sale, exchange or transfer is not prohibited by this Indenture) or (B) the merger of such Subsidiary Guarantor into either of the Issuers Partnership or any other Subsidiary Guarantor or the liquidation and dissolution of such Subsidiary Guarantor (in each case to the extent not prohibited by this Indenture) or (ii) upon the Issuers’ following delivery of a written notice of such release or discharge by the Partnership to the Trustee of Trustee, upon the release or discharge of all guarantees by such Subsidiary Guarantor of any Debt of the Issuers Partnership other than obligations arising under this Indenture and any Debt Securities issued hereunder, except a discharge or release by or as a result of payment under such guarantees.
Appears in 1 contract
Release of Subsidiary Guarantors from Guarantee. (a) Notwithstanding any other provisions of this Indenture, the Guarantee of any Subsidiary Guarantor may be released upon the terms and subject to the conditions set forth in Section 11.02(b) and in this Section 14.04. Provided that no Default shall have occurred and shall be continuing under this Indenture, the Guarantee incurred by a Subsidiary Guarantor pursuant to this Article XIV XIV, together with all of its other obligations hereunder, shall be unconditionally released and discharged (i) automatically upon (A) any sale, exchange or transfer, whether by way of merger or otherwise, to any Person that is not an Affiliate of the Partnership, of all of the Partnership’s direct or indirect limited partnership or other equity interests in such Subsidiary Guarantor (provided such sale, exchange or transfer is not prohibited by this Indenture) or (B) the merger of such Subsidiary Guarantor into either of the Issuers or any other Subsidiary Guarantor or the liquidation and dissolution of such Subsidiary Guarantor (in each case to the extent not prohibited by this Indenture) or (ii) upon the Issuers’ delivery of a written notice to the Trustee of the release or discharge of all guarantees by such Subsidiary Guarantor of any Debt of the Issuers other than obligations arising under this Indenture and any Debt Securities issued hereunder, except a discharge or release by or as a result of payment under such guarantees.
Appears in 1 contract
Release of Subsidiary Guarantors from Guarantee. (a) Notwithstanding any other provisions of this Indenture, the Guarantee of any Subsidiary Guarantor may be released upon the terms and subject to the conditions set forth in Section 11.02(b) and in this Section 14.0417.04. Provided that no Default shall have occurred and shall be continuing under this Indenture, the any Guarantee incurred by a Subsidiary Guarantor pursuant to this Article XIV Seventeen shall be unconditionally released and discharged (i) automatically upon (A) any sale, exchange or transfer, whether by way of merger or otherwise, to any Person that is not an Affiliate of the PartnershipCompany, of all of the PartnershipCompany’s direct or indirect limited partnership or other equity interests in in, or all or substantially all the assets of, such Subsidiary Guarantor (provided such sale, exchange or transfer is not prohibited by this Indenture) or (B) the merger of such Subsidiary Guarantor into either of the Issuers Company or any other Subsidiary Guarantor or the liquidation and dissolution of such Subsidiary Guarantor (in each case to the extent not prohibited by this Indenture) or (ii) upon the Issuers’ following delivery of a written notice of such release or discharge by the Company to the Trustee of Trustee, upon the release or discharge of all guarantees by such Subsidiary Guarantor of any Debt indebtedness of the Issuers Company for money borrowed other than obligations arising under this Indenture and any Debt Securities issued hereunder, except a discharge or release by or as a result of payment under such guarantees.
Appears in 1 contract
Samples: Magnum Hunter Resources Inc
Release of Subsidiary Guarantors from Guarantee. (a) Notwithstanding any other provisions of this Indenture, the Guarantee of any Subsidiary Guarantor may be released upon the terms and subject to the conditions set forth in Section 11.02(b) and in this Section 14.04. Provided that no Default shall have occurred and shall be continuing under this Indenture, the Guarantee incurred by a Subsidiary Guarantor pursuant to this Article XIV shall be unconditionally released and discharged (i) automatically upon (A) any sale, exchange or transfer, whether by way of merger or otherwise, to any Person that is not an Affiliate of the PartnershipCompany, of all of the PartnershipCompany’s direct or indirect limited partnership liability company or other equity interests in such Subsidiary Guarantor (provided such sale, exchange or transfer is not prohibited by this Indenture) or (B) the merger of such Subsidiary Guarantor into either of the Issuers or any other Subsidiary Guarantor or the liquidation and dissolution of such Subsidiary Guarantor (in each case to the extent not prohibited by this Indenture) or (ii) upon the Issuers’ delivery of a written notice to the Trustee of the release or discharge of all guarantees by such Subsidiary Guarantor of any Debt of the Issuers other than obligations arising under this Indenture and any Debt Securities issued hereunder, except a discharge or release by or as a result of payment under such guarantees.
Appears in 1 contract
Samples: Indenture (Copano Energy, L.L.C.)
Release of Subsidiary Guarantors from Guarantee. (a) Notwithstanding any other provisions of this Indenture, the Guarantee of any Subsidiary Guarantor may be released upon the terms and subject to the conditions set forth in Section 11.02(b) Article VIII and in this Section 14.0411.04. Provided that no Default shall have occurred and shall be continuing under this Indenture, the any Guarantee incurred by a Subsidiary Guarantor pursuant to this Article XIV XI shall be unconditionally released and discharged (i) automatically upon (A) any sale, exchange or transfer, whether by way of merger or otherwise, to any Person that is not an Affiliate the Issuers or a Subsidiary of the Partnershipof the Issuers, of all of the Partnership’s Issuers’ direct or indirect limited partnership or other equity interests in such Subsidiary Guarantor and such Subsidiary Guarantor no longer qualifies as a Subsidiary of the Company as a result of such disposition (provided such sale, exchange or transfer is not prohibited by this Indenture) or (B) the merger of such Subsidiary Guarantor into either of the Issuers or any other Subsidiary Guarantor or the liquidation and dissolution of such Subsidiary Guarantor (in each case to the extent not prohibited by this Indenture) or (ii) upon the Issuers’ following delivery of a written notice of such release or discharge by the Issuers to the Trustee of Trustee, upon the release or discharge of all guarantees by such Subsidiary Guarantor of any Debt of the Issuers other than obligations arising under this Indenture and any Debt Securities issued hereunder, except a discharge or release by or as a result of payment under such guarantees.
Appears in 1 contract
Release of Subsidiary Guarantors from Guarantee. (a) Notwithstanding any other provisions of this Indenture, the Guarantee of any Subsidiary Guarantor may be released upon the terms and subject to the conditions set forth in Section 11.02(b) and in this Section 14.0410.04. Provided that no Default shall have occurred and shall be continuing under this Indenture, the any Guarantee incurred by a Subsidiary Guarantor pursuant to this Article XIV X shall be unconditionally released and discharged (i) automatically upon (A) any sale, exchange or transfer, whether by way of merger or otherwise, to any Person that is not an Affiliate of the Partnership, of all of the Partnership’s 's direct or indirect limited partnership or other equity interests in such Subsidiary Guarantor (provided such sale, exchange or transfer is not prohibited by this Indenture) or (B) the merger of such Subsidiary Guarantor into either of the Issuers Partnership or any other Subsidiary Guarantor or the liquidation and dissolution of such Subsidiary Guarantor (in each case to the extent not prohibited by this Indenture) or (ii) upon the Issuers’ following delivery of a written notice to of such release or discharge by the Trustee of Partnership, the Trustee, upon the release or discharge of all guarantees by such Subsidiary Guarantor of any Debt of the Issuers Partnership other than obligations arising under this Indenture and any Debt Securities issued hereunder, except a discharge or release by or as a result of payment under such guarantees.
Appears in 1 contract
Samples: Heritage Propane Partners L P
Release of Subsidiary Guarantors from Guarantee. (a) Notwithstanding any other provisions of this Indenture, the Guarantee of any Subsidiary Guarantor may be released upon the terms and subject to the conditions set forth in Section 11.02(b) and in this Section 14.04. Provided that no Default shall have occurred and shall be continuing under this Indenture, the any Guarantee incurred by a Subsidiary Guarantor pursuant to this Article XIV shall be unconditionally released and discharged (i) automatically upon (A) any sale, exchange or transfer, whether by way of merger or otherwise, to any Person that is not an Affiliate of either of the PartnershipIssuers, of all of the Partnership’s Issuers’ direct or indirect limited partnership or other equity interests in such Subsidiary Guarantor (provided such sale, exchange or transfer is not prohibited by this Indenture) or (B) the merger of such Subsidiary Guarantor into either of the Issuers an Issuer or any other Subsidiary Guarantor or the liquidation and dissolution of such Subsidiary Guarantor (in each case to the extent not prohibited by this Indenture) or (ii) upon the Issuers’ following delivery of a written notice of such release or discharge by the Issuers to the Trustee of Trustee, upon the release or discharge of all guarantees by such Subsidiary Guarantor of any Debt of the Issuers Partnership other than obligations arising under this Indenture and any Debt Securities issued hereunder, except a discharge or release by or as a result of payment under such guarantees.
Appears in 1 contract
Release of Subsidiary Guarantors from Guarantee. (a) Notwithstanding any other provisions of this Indenture, the Guarantee of any Subsidiary Guarantor may be released upon the terms and subject to the conditions set forth in Section 11.02(b) and in this Section 14.0410.04. Provided that no Default shall have occurred and shall be continuing under this Indenture, the any Guarantee incurred by a Subsidiary Guarantor pursuant to this Article XIV X shall be unconditionally released and discharged (i) automatically upon (A) any sale, exchange or transfer, whether by way of merger or otherwise, to any Person that is not an Affiliate of the PartnershipCompany, of all of the PartnershipCompany’s direct or indirect limited partnership or other equity interests in such Subsidiary Guarantor (provided such sale, exchange or transfer is not prohibited by this Indenture) or (B) the merger of such Subsidiary Guarantor into either of the Issuers Company or any other Subsidiary Guarantor or the liquidation and dissolution of such Subsidiary Guarantor (in each case to the extent not prohibited by this Indenture) or (ii) upon the Issuers’ following delivery of a written notice notice, in the form of an Officers’ Certificate, of such release or discharge by the Company to the Trustee of Trustee, upon the release or discharge (any such release or discharge may be conditioned upon the concurrent release or discharge of the Guarantee) of all guarantees by such Subsidiary Guarantor of any Debt of the Issuers Company other than obligations arising under this Indenture and any Debt Securities issued hereunder, except a discharge or release by or as a result of payment under such guarantees.
Appears in 1 contract
Samples: Indenture (LGI Homes, Inc.)
Release of Subsidiary Guarantors from Guarantee. (a) Notwithstanding any other provisions of this Indenture, the Guarantee of any Subsidiary Guarantor may be released upon the terms and subject to the conditions set forth in Section 11.02(b) and in this Section 14.0411.04. Provided that no Default shall have occurred and shall be continuing under this Indenture, the any Guarantee incurred by a Subsidiary Guarantor pursuant to this Article XIV XI shall be unconditionally released and discharged (i) automatically upon (A) any sale, exchange or transfer, whether by way of merger or otherwise, to any Person that is not an Affiliate of the Partnership, of all of the Partnership’s direct or indirect limited partnership or other equity interests in such Subsidiary Guarantor (provided such sale, exchange or transfer is not prohibited by this Indenture) or (B) the merger of such Subsidiary Guarantor into either of the Issuers Partnership or any other Subsidiary Guarantor or the liquidation and dissolution of such Subsidiary Guarantor (in each case to the extent not prohibited by this Indenture) or (ii) upon the Issuers’ following delivery of a written notice of such release or discharge by the Partnership to the Trustee of Trustee, upon the release or discharge of all guarantees by such Subsidiary Guarantor of any Debt of the Issuers Partnership other than obligations arising under this Indenture and any Debt Securities issued hereunder, except a discharge or release by or as a result of payment under such guarantees.
Appears in 1 contract
Release of Subsidiary Guarantors from Guarantee. (a) Notwithstanding any other provisions of this Indenture, the Guarantee of any Subsidiary Guarantor may be released upon the terms and subject to the conditions set forth in Section 11.02(b) and in this Section 14.0411.04. Provided that no Default shall have occurred and shall be continuing under this Indenture, the any Guarantee incurred by a Subsidiary Guarantor pursuant to this Article XIV XI shall be unconditionally released and discharged (i) automatically upon (A) any sale, exchange or transfer, whether by way of merger or otherwise, to any Person that is not an Affiliate of the Partnership57 Issuers, of all of the Partnership’s Issuers’ direct or indirect limited partnership or other equity interests in such Subsidiary Guarantor (provided such sale, exchange or transfer is not prohibited by this Indenture) or (B) the merger of such Subsidiary Guarantor into either of the Issuers or any other Subsidiary Guarantor or the liquidation and dissolution of such Subsidiary Guarantor (in each case to the extent not prohibited by this Indenture) or (ii) upon the Issuers’ following delivery of a written notice of such release or discharge by the Issuers to the Trustee of Trustee, upon the release or discharge of all guarantees by such Subsidiary Guarantor of any Debt of the Issuers other than obligations arising under this Indenture and any Debt Securities issued hereunder, except a discharge or release by or as a result of payment under such guarantees.
Appears in 1 contract
Samples: Indenture (Crosstex Eunice, LLC)
Release of Subsidiary Guarantors from Guarantee. (a) Notwithstanding any other provisions of this Indenture, the Guarantee of any Subsidiary Guarantor may be released upon the terms and subject to the conditions set forth in Section 11.02(b) 11.02 and in this Section 14.04. Provided that no Default shall have occurred and shall be continuing under this Indenture, the any Guarantee incurred by a Subsidiary Guarantor pursuant to this Article XIV shall be unconditionally released and discharged (i) automatically upon (A) any sale, exchange or transfer, whether by way of merger or otherwise, to any Person that is not an Affiliate of the Partnership, of all of the Partnership’s direct or indirect limited partnership liability company or other equity interests in such Subsidiary Guarantor (provided such sale, exchange or transfer is not prohibited by this Indenture) or (B) the merger of such Subsidiary Guarantor into either of the Issuers Partnership or any other Subsidiary Guarantor or the liquidation and dissolution of such Subsidiary Guarantor (in each case to the extent not prohibited by this Indenture) or (ii) upon the Issuers’ following delivery of a written notice of such release or discharge by the Partnership to the Trustee of Trustee, upon the release or discharge of all guarantees by such Subsidiary Guarantor of any Debt of the Issuers Partnership other than obligations arising under this Indenture and any Debt Securities issued hereunder, except a discharge or release by or as a result of payment under such guarantees.
Appears in 1 contract
Release of Subsidiary Guarantors from Guarantee. (a) Notwithstanding any other provisions of this Indenture, the Guarantee of any Subsidiary Guarantor may be released upon the terms and subject to the conditions set forth in Section 11.02(b) and in this Section 14.0411.04. Provided that no Default shall have occurred and shall be continuing under this Indenture, the any Guarantee incurred by a Subsidiary Guarantor pursuant to this Article XIV XI shall be unconditionally released and discharged (i) automatically upon (A) any sale, exchange or transfer, whether by way of merger or otherwise, to any Person that is not an Affiliate of the Partnership, of all of the Partnership’s 's direct or indirect limited partnership or other equity interests in such Subsidiary Guarantor (provided such sale, exchange or transfer is not prohibited by this Indenture) or (B) the merger of such Subsidiary Guarantor into either of the Issuers Partnership or any other Subsidiary Guarantor or the liquidation and dissolution of such Subsidiary Guarantor (in each case to the extent not prohibited by this Indenture) or (ii) upon the Issuers’ following delivery of a written notice to of such release or discharge by the Trustee of Partnership, the Trustee, upon the release or discharge of all guarantees by such Subsidiary Guarantor of any Debt of the Issuers Partnership other than obligations arising under this Indenture and any Debt Securities issued hereunder, except a discharge or release by or as a result of payment under such guarantees.
Appears in 1 contract
Samples: Heritage Propane Partners L P
Release of Subsidiary Guarantors from Guarantee. (a) Notwithstanding any other provisions of this Indenture, the Guarantee of any Subsidiary Guarantor may be released upon the terms and subject to the conditions set forth in Section 11.02(b) and in this Section 14.04. Provided that no Default shall have occurred and shall be continuing under this Indenture, the Guarantee incurred by a Subsidiary Guarantor pursuant to this Article XIV shall be unconditionally released and discharged (i) automatically upon (A) any sale, exchange or transfer, whether by way of merger or otherwise, to any Person that is not an Affiliate of the Partnership, of all of the Partnership’s direct or indirect limited partnership or other equity interests in such Subsidiary Guarantor (provided such sale, exchange or transfer is not prohibited by this Indenture) or (B) the merger of such Subsidiary Guarantor into either of the Issuers Partnership or any other Subsidiary Guarantor or the liquidation and dissolution of such Subsidiary Guarantor (in each case to the extent not prohibited by this Indenture) or (ii) upon the Issuers’ delivery of a written notice by the Partnership to the Trustee of the release or discharge of all guarantees by such Subsidiary Guarantor of any Debt of the Issuers Partnership other than obligations arising under this Indenture and any Debt Securities issued hereunder, except a discharge or release by or as a result of payment under such guarantees.
Appears in 1 contract
Release of Subsidiary Guarantors from Guarantee. (a) Notwithstanding any other provisions of this Indenture, the Guarantee of any Subsidiary Guarantor may be released upon the terms and subject to the conditions set forth in Section 11.02(b) and in this Section 14.04. Provided that no Default shall have occurred and shall be continuing under this Indenture, the any Guarantee incurred by a Subsidiary Guarantor pursuant to this Article XIV shall be unconditionally released and discharged (i) automatically upon (A) any sale, exchange or transfer, whether by way of merger or otherwise, to any Person that is not an Affiliate of the PartnershipIssuers, of all of the Partnership’s Issuers’ direct or indirect limited partnership or other equity interests in such Subsidiary Guarantor (provided such sale, exchange or transfer is not prohibited by this Indenture) or (B) the merger of such Subsidiary Guarantor into either of the Issuers or any other Subsidiary Guarantor or the liquidation and dissolution of such Subsidiary Guarantor (in each case to the extent not prohibited by this Indenture) or (ii) upon the Issuers’ following delivery of a written notice of such release or discharge by the Issuers to the Trustee of Trustee, upon the release or discharge of all guarantees by such Subsidiary Guarantor of any Debt of the Issuers other than obligations arising under this Indenture and any Debt Securities issued hereundera Credit Facility, except a discharge or release by or as a result of payment under such guarantees.
Appears in 1 contract
Samples: Indenture (Hep Slc, LLC)
Release of Subsidiary Guarantors from Guarantee. (a) Notwithstanding any other provisions of this Indenture, the Guarantee of any Subsidiary Guarantor may be released upon the terms and subject to the conditions set forth in Section 11.02(b) and in this Section 14.04. Provided that no Default shall have occurred and shall be continuing under this Indenture, the any Guarantee incurred by a Subsidiary Guarantor pursuant to this Article XIV shall be unconditionally released and discharged (i) automatically upon (A) any sale, exchange or transfer, whether by way of merger or otherwise, to any Person that is not an Affiliate of the PartnershipIssuers, of all of the Partnership’s Issuers’ direct or indirect limited partnership or other equity interests in such Subsidiary Guarantor (provided such sale, exchange or transfer is not prohibited by this Indenture) or (B) the merger of such Subsidiary Guarantor into either of the Issuers or any other Subsidiary Guarantor or the liquidation and dissolution of such Subsidiary Guarantor (in each case to the extent not prohibited by this Indenture) or (ii) upon the Issuers’ following delivery of a written notice of such release or discharge by the Issuers to the Trustee of Trustee, upon the release or discharge of all guarantees by such Subsidiary Guarantor of any Debt of the Issuers other than obligations arising under this Indenture and any Debt Securities issued hereundera Credit Facility, except a discharge or release by or as a result of payment under such guarantees.
Appears in 1 contract
Samples: Indenture (Hep Slc, LLC)
Release of Subsidiary Guarantors from Guarantee. (a) Notwithstanding any other provisions of this Indenture, the Guarantee of any Subsidiary Guarantor may be released upon the terms and subject to the conditions set forth in Section 11.02(b) and in this Section 14.04. Provided that no Default shall have occurred and shall be continuing under this Indenture, the any Guarantee incurred by a Subsidiary Guarantor pursuant to this Article XIV shall be unconditionally released and discharged (i) automatically upon (A) any sale, exchange or transfer, whether by way of merger or otherwise, to any Person that is not an Affiliate of the Partnership, of all of the Partnership’s 's direct or indirect limited partnership or other equity interests in such Subsidiary Guarantor (provided such sale, exchange or transfer is not prohibited by this Indenture) or (B) the merger of such Subsidiary Guarantor into either of the Issuers Partnership or any other Subsidiary Guarantor or the liquidation and dissolution of such Subsidiary Guarantor (in each case to the extent not prohibited by this Indenture) or (ii) upon the Issuers’ following delivery of a written notice of such release or discharge by the Partnership to the Trustee of Trustee, upon the release or discharge of all guarantees by such Subsidiary Guarantor of any Debt of the Issuers Partnership other than obligations arising under this Indenture and any Debt Securities issued hereunder, except a discharge or release by or as a result of payment under such guarantees.
Appears in 1 contract
Samples: Indenture (Acin LLC)
Release of Subsidiary Guarantors from Guarantee. (a) Notwithstanding any other provisions of this Indenture, the Guarantee of any Subsidiary Guarantor may be released upon the terms and subject to the conditions set forth in Section 11.02(b) and in this Section 14.0410.04. Provided that no Default shall have occurred and shall be continuing under this Indenture, the any Guarantee incurred by a Subsidiary Guarantor pursuant to this Article XIV X shall be unconditionally released and discharged (i) automatically upon (A) any sale, exchange or transfer, whether by way of merger or otherwise, to any Person that is not an Affiliate of the Partnership, of all of the Partnership’s direct or indirect limited partnership or other equity interests in such Subsidiary Guarantor (provided such sale, exchange or transfer is not prohibited by this Indenture) or (B) the merger of such Subsidiary Guarantor into either of the Issuers Partnership or any other Subsidiary Guarantor or the liquidation and dissolution of such Subsidiary Guarantor (in each case to the extent not prohibited by this Indenture) or (ii) upon the Issuers’ following delivery of a written notice of such release or discharge by the Partnership to the Trustee of Trustee, upon the release or discharge of all guarantees by such Subsidiary Guarantor of any Debt of the Issuers Partnership other than obligations arising under this Indenture and any Debt Securities issued hereunder, except a discharge or release by or as a result of payment under such guarantees.
Appears in 1 contract
Release of Subsidiary Guarantors from Guarantee. (a) Notwithstanding any other provisions of this Indenture, the Guarantee of any Subsidiary Guarantor may be released upon the terms and subject to the conditions set forth in Section 11.02(b) and in this Section 14.04. Provided that no Default shall have occurred and shall be continuing under this Indenture, the any Guarantee incurred by a Subsidiary Guarantor pursuant to this Article XIV shall be unconditionally released and discharged (i) automatically upon (A) any sale, exchange or transfer, whether by way of merger or otherwise, to any Person that is not an Affiliate of the Partnership, of all of the Partnership’s direct or indirect limited partnership or other equity interests in such Subsidiary Guarantor (provided such sale, exchange or transfer is not prohibited by this Indenture) or (B) the merger of such Subsidiary Guarantor into either of the Issuers Partnership or any other Subsidiary Guarantor or the liquidation and dissolution of such Subsidiary Guarantor (in each case to the extent not prohibited by this Indenture) or (ii) upon the Issuers’ following delivery of a written notice of such release or discharge by the Partnership to the Trustee of Trustee, upon the release or discharge of all guarantees by such Subsidiary Guarantor of any Debt of the Issuers Partnership other than obligations arising under this Indenture and any Debt Securities issued hereunder, except a discharge or release by or as a result of payment under such guarantees.
Appears in 1 contract
Samples: Magellan Midstream Partners Lp
Release of Subsidiary Guarantors from Guarantee. (a) Notwithstanding any other provisions of this Indenture, the Guarantee of any Subsidiary Guarantor may be released upon the terms and subject to the conditions set forth in Section 11.02(b) Article VIII and in this Section 14.0410.04. Provided that no Default shall have occurred and shall be continuing under this Indenture, the any Guarantee incurred by a Subsidiary Guarantor pursuant to this Article XIV X shall be unconditionally released and discharged (i) automatically upon (A) any sale, exchange or transfer, whether by way of merger or otherwise, to any Person that is not an Affiliate the Company or a Subsidiary of the PartnershipCompany, of all of the PartnershipCompany’s direct or indirect limited partnership or other equity interests in such Subsidiary Guarantor and such Subsidiary Guarantor no longer qualifies as a Subsidiary of the Company as a result of such disposition (provided such sale, exchange or transfer is not prohibited by this Indenture) or (B) the merger of such Subsidiary Guarantor into either of the Issuers Company or any other Subsidiary Guarantor or the liquidation and dissolution of such Subsidiary Guarantor (in each case to the extent not prohibited by this Indenture) or (ii) upon the Issuers’ following delivery of a written notice of such release or discharge by the Company to the Trustee of Trustee, upon the release or discharge of all guarantees the guarantee by such Subsidiary Guarantor of any Debt of the Issuers other than obligations arising under this Indenture and any Debt Securities issued hereunderCompany that resulted in such Guarantee, except a discharge or release by or as a result of payment under such guarantees.
Appears in 1 contract
Samples: Indenture (AMI 2, Inc.)
Release of Subsidiary Guarantors from Guarantee. (a) Notwithstanding any other provisions of this Indenture, the Guarantee of any Subsidiary Guarantor may be released upon the terms and subject to the conditions set forth in Section 11.02(b) and in this Section 14.04. Provided that no Default shall have occurred and shall be continuing under this Indenture, the any Guarantee incurred by a Subsidiary Guarantor pursuant to this Article XIV shall be unconditionally released and discharged (i) automatically upon (A) any sale, exchange exchange, or transfer, whether by way of merger or otherwise, to any Person that is not an Affiliate of the PartnershipCompany, of all of the PartnershipCompany’s direct or indirect limited partnership liability company or other equity interests in such Subsidiary Guarantor (provided such sale, exchange or transfer is not prohibited by this Indenture) or (B) the merger of such Subsidiary Guarantor into either of the Issuers Company or any other Subsidiary Guarantor or the liquidation and dissolution of such Subsidiary Guarantor (in each case to the extent not prohibited by this Indenture) or (ii) upon the Issuers’ delivery of a written notice of such release or discharge by the Company to the Trustee of Trustee, upon the release or and discharge of all guarantees by or other obligations of such Subsidiary Guarantor of any Debt with respect to the obligations of the Issuers other than obligations arising Company or its Subsidiaries under this Indenture and any Debt Securities issued hereunderthe Credit Agreement, except a discharge or release by or as a result of payment under such guaranteesapplicable.
Appears in 1 contract
Samples: Indenture (EnLink Midstream, LLC)
Release of Subsidiary Guarantors from Guarantee. (a) Notwithstanding any other provisions of this Indenture, unless otherwise provided as contemplated by Section 2.01, the Guarantee of any Subsidiary Guarantor may be released upon the terms and subject to the conditions set forth in Section 11.02(b) and in this Section 14.0410.04. Provided Any Guarantee incurred by a Subsidiary Guarantor pursuant to this Article X shall be automatically and unconditionally released and discharged (i) in connection with sale or other disposition of the Company’s direct or indirect limited partnership, limited liability company or other equity interests in such Subsidiary Guarantor (including by way of merger or otherwise) to any Person that is not the Company or a Subsidiary such that, after giving effect to any such sale or disposition, such Person is no longer a Subsidiary; (ii) upon the merger of such Subsidiary Guarantor into the Company or any other Subsidiary Guarantor or the liquidation or dissolution of such Subsidiary Guarantor; (iii) upon satisfaction and discharge or covenant defeasance or legal defeasance with respect to the Notes as set forth in Section 8.01(a), Section 8.01(b) or Section 8.01(c); or (iv) following delivery of a written notice thereof by the Company to the Trustee and provided that no Event of Default shall have occurred and shall be continuing under this Indenture, the Guarantee incurred by a Subsidiary Guarantor pursuant to this Article XIV shall be unconditionally released and discharged (i) automatically upon (A) any sale, exchange or transfer, whether by way of merger or otherwise, to any Person that is not an Affiliate of the Partnership, of all of the Partnership’s direct or indirect limited partnership or other equity interests in such Subsidiary Guarantor (provided such sale, exchange or transfer is not prohibited by this Indenture) or (B) the merger of such Subsidiary Guarantor into either of the Issuers or any other Subsidiary Guarantor or the liquidation and dissolution of such Subsidiary Guarantor (in each case to the extent not prohibited by this Indenture) or (ii) upon the Issuers’ delivery of a written notice to the Trustee of the release or discharge of all guarantees by such Subsidiary Guarantor of any Debt of the Issuers other than obligations arising Company or another Subsidiary Guarantor under this Indenture the Credit Agreement and any Debt Securities issued hereunder, except a discharge or release by or as a result of payment under such guaranteesthe Existing Senior Notes.
Appears in 1 contract
Samples: Patterson Uti Energy Inc
Release of Subsidiary Guarantors from Guarantee. (a) Notwithstanding any other provisions of this Indenture, the Guarantee of any Subsidiary Guarantor may be released upon the terms and subject to the conditions set forth in Section 11.02(b) 402, Section 405, and in this Section 14.041404. Provided that no Default shall have occurred and shall be continuing under this Indenture, the Guarantee incurred by of a Subsidiary Guarantor pursuant to this Article XIV Fourteen shall be unconditionally released and discharged (i) automatically upon (A) any sale, exchange or transfer, whether by way of merger or otherwise, to any Person that is not an Affiliate of the PartnershipIssuer, of all of the PartnershipIssuer’s direct or indirect limited partnership or other equity interests in such Subsidiary Guarantor (provided such sale, exchange or transfer is not prohibited by this Indenture) or (B) the merger of such Subsidiary Guarantor into either of the Issuers Issuer or any other Subsidiary Guarantor or the liquidation and dissolution of such Subsidiary Guarantor (in each case to the extent not prohibited by this Indenture) or (ii) with respect to any series of Securities, upon the Issuers’ delivery of a written notice to the Trustee of the release or discharge of all guarantees by such Subsidiary Guarantor occurrence of any Debt other condition set forth in the Board Resolution, supplemental indenture or Officers’ Certificate establishing the terms of the Issuers other than obligations arising under this Indenture and any Debt Securities issued hereunder, except a discharge or release by or as a result of payment under such guaranteesseries.
Appears in 1 contract
Samples: Indenture (CubeSmart, L.P.)
Release of Subsidiary Guarantors from Guarantee. (a) Notwithstanding any other provisions of this Indenture, the Guarantee of any Subsidiary Guarantor may be released upon the terms and subject to the conditions set forth in Section 11.02(b) and in this Section 14.0410.04. Provided that no Default shall have occurred and shall be continuing under this Indenture, the any Guarantee incurred by a Subsidiary Guarantor pursuant to this Article XIV X shall be unconditionally released and discharged (i) automatically upon (A) any sale, exchange or transfer, whether by way of merger or otherwise, to any Person that is not an Affiliate of the PartnershipCompany, of all of the Partnership’s Company's direct or indirect limited partnership or other equity interests in such Subsidiary Guarantor (provided such sale, exchange or transfer is not prohibited by this Indenture) or (B) the merger of such Subsidiary Guarantor into either of the Issuers Company or any other Subsidiary Guarantor or the liquidation and dissolution of such Subsidiary Guarantor (in each case to the extent not prohibited by this Indenture) or (ii) upon the Issuers’ following delivery of a written notice of such release or discharge by the Company to the Trustee of Trustee, upon the release or discharge of all guarantees by such Subsidiary Guarantor of any Debt Borrowed Money Indebtedness of the Issuers Company other than obligations arising under this Indenture and any Debt Securities issued hereunder, except a discharge or release by or as a result of payment under such guarantees.
Appears in 1 contract
Release of Subsidiary Guarantors from Guarantee. (a) Notwithstanding any other provisions of this Indenture, the Guarantee of any Subsidiary Guarantor may be released upon the terms and subject to the conditions set forth in Section 11.02(b) and in this Section 14.04. Provided that no Default shall have occurred and shall be continuing under this Indenture, the any Guarantee incurred by a Subsidiary Guarantor pursuant to this Article XIV shall be unconditionally released and discharged (i) automatically upon (A) any sale, exchange exchange, or transfer, whether by way of merger or otherwise, to any Person that is not an Affiliate of the PartnershipCompany, of all of the PartnershipCompany’s direct or indirect limited partnership liability company or other equity interests in such Subsidiary Guarantor (provided such sale, exchange or transfer is not prohibited by this Indenture) or (B) the merger of such Subsidiary Guarantor into either of the Issuers Company or any other Subsidiary Guarantor or the liquidation and dissolution of such Subsidiary Guarantor (in each case to the extent not prohibited by this Indenture) or (ii) upon the Issuers’ delivery of a written notice of such release or discharge by the Company to the Trustee of Trustee, upon the release or and discharge of all guarantees by or other obligations of such Subsidiary Guarantor of any Debt with respect to the obligations of the Issuers other than obligations arising Company or its Subsidiaries under this Indenture the Credit Agreement and any Debt Securities issued hereunderthe Term Loan, except a discharge or release by or as a result of payment under such guaranteesapplicable.
Appears in 1 contract
Release of Subsidiary Guarantors from Guarantee. (a) Notwithstanding any other provisions of this Indenture, the Guarantee of any Subsidiary Guarantor may be released upon the terms and subject to the conditions set forth in Section 11.02(b) and in this Section 14.0410.04. Provided that no Default shall have occurred and shall be continuing under this Indenture, the Any Guarantee incurred by a Subsidiary Guarantor pursuant to this Article XIV X shall be released with respect to any series of Debt Securities upon satisfaction and discharge of this Indenture with respect to such Debt Securities, or exercise of the legal defeasance option or covenant defeasance option with respect to such Debt Securities, in each case as set forth in Article VIII. Any Guarantee incurred by a Subsidiary Guarantor pursuant to this Article X shall be unconditionally released and discharged (i) automatically upon (Ai) any sale, exchange or transfer, whether by way of merger or otherwise, to any Person that is not an Affiliate of the PartnershipIssuer, of all of the PartnershipIssuer’s direct or indirect limited partnership or other equity interests Capital Stock in such Subsidiary Guarantor Guarantor, (provided such sale, exchange or transfer is not prohibited by this Indenture) or (Bii) the merger of such Subsidiary Guarantor into either of the Issuers Issuer or any other Subsidiary Guarantor or the liquidation and dissolution of such Subsidiary Guarantor (in each case to the extent not prohibited by this Indenture) or (iiiii) upon the Issuers’ following delivery of a written notice by the Issuer to the Trustee Trustee, upon the release of all Guarantees of the release or discharge of all guarantees by such Subsidiary Guarantor of any Debt with respect to the obligations of the Issuers other than obligations arising Issuer under this Indenture and any Debt Securities issued hereunder, except a discharge or release by or as a result of payment under such guaranteesthe Credit Agreement.
Appears in 1 contract
Samples: Indenture (Targa Resources Corp.)