Common use of Release of Subsidiary Guarantors Clause in Contracts

Release of Subsidiary Guarantors. A Subsidiary Guarantor will be automatically released from all its obligations under the Notes, this Indenture and its Guarantee, and its Guarantee will automatically terminate (1) upon the termination for any reason of the obligations of such Subsidiary Guarantor as a guarantor or borrower under the Credit Agreement (including, without limitation, pursuant to the terms of the Credit Agreement, upon agreement of the requisite lenders under the Credit Agreement or upon the termination of the Credit Agreement or upon the replacement thereof with a credit facility not providing for such Subsidiary Guarantor to be a guarantor or a borrower thereunder), (2) upon the exercise of the legal defeasance option or the covenant defeasance option pursuant to Section 8.1(b), or upon satisfaction and discharge of this Indenture pursuant Section 8.1(a) and (3) upon the consummation of any sale or other disposition of any or all of the Capital Stock of such Subsidiary Guarantor (including by way of merger or consolidation) or other transaction such that after giving effect to such sale, disposition or other transaction such Subsidiary Guarantor is no longer a Domestic Subsidiary of the Company. Upon request of the Company, the Trustee shall evidence such release by a supplemental indenture or other instrument which may be executed by the Trustee without the consent of any Holder.

Appears in 8 contracts

Samples: Indenture (Expedia Group, Inc.), Indenture (Expedia Group, Inc.), Indenture (Expedia Group, Inc.)

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Release of Subsidiary Guarantors. A Subsidiary Guarantor will be automatically released from all its obligations under the Notes, this Indenture and its Guarantee, and its Guarantee will automatically terminate (1) upon the termination for any reason of the obligations of such Subsidiary Guarantor as a guarantor or borrower under the Credit Agreement (including, without limitation, pursuant to the terms of the Credit Agreement, upon agreement of the requisite lenders under the Credit Agreement or upon the termination of the Credit Agreement or upon the replacement thereof with a credit facility not providing for such Subsidiary Guarantor to be a guarantor or a borrower thereunder), (2) upon the exercise of the legal defeasance option or the covenant defeasance option pursuant to Section 8.1(b), or upon satisfaction and discharge of this the Indenture pursuant Section 8.1(a) and (3) upon the consummation of any sale or other disposition of any or all of the Capital Stock of such Subsidiary Guarantor (including by way of merger or consolidation) or other transaction such that after giving effect to such sale, disposition or other transaction such Subsidiary Guarantor is no longer a Domestic Subsidiary of the Company. Upon request of the Company, the Trustee shall evidence such release by a supplemental indenture or other instrument which may be executed by the Trustee without the consent of any Holder.

Appears in 2 contracts

Samples: Indenture (Expedia, Inc.), Expedia, Inc.

Release of Subsidiary Guarantors. A Subsidiary Guarantor will be automatically released from all its obligations under the NotesNotes of a series, this Indenture and its Guarantee, and its Guarantee will automatically terminate (1) upon the termination for any reason of the obligations of such Subsidiary Guarantor as a guarantor or borrower under the Credit Agreement (including, without limitation, pursuant to the terms of the Credit Agreement, upon agreement of the requisite lenders under the Credit Agreement or upon the termination of the Credit Agreement or upon the replacement thereof with a credit facility not providing for such Subsidiary Guarantor to be a guarantor or a borrower thereunder)) and the termination for any reason of the obligations of such Subsidiary Guarantor as a guarantor under the Existing Notes, (2) upon the exercise of the legal defeasance option or the covenant defeasance option pursuant to Section 8.1(b)) of the relevant series, or upon satisfaction and discharge of this the Indenture pursuant to Section 8.1(a) and as it relates to such series or (3) upon the consummation of any sale or other disposition of any or all of the Capital Stock of such Subsidiary Guarantor (including by way of merger or consolidation) or other transaction such that after giving effect to such sale, disposition or other transaction such Subsidiary Guarantor is no longer a Domestic Subsidiary of the Company. Upon request of the Company, the Trustee shall evidence such release by a supplemental indenture or other instrument which may be executed by the Trustee without the consent of any Holder.

Appears in 2 contracts

Samples: Indenture (Reliance Steel & Aluminum Co), Reliance Steel (Precision Flamecutting & Steel, Inc.)

Release of Subsidiary Guarantors. A Subsidiary Guarantor will be automatically released from In the event that all its obligations under the Notes, this Indenture and its Guarantee, and its Guarantee will automatically terminate (1) upon the termination for any reason of the obligations capital stock of such one or more of the Subsidiary Guarantor as a guarantor Guarantors is sold or borrower under otherwise disposed of or liquidated in compliance with the requirements of Section 7.04 or 7.05 of the Credit Agreement (includingor such sale, without limitationother disposition or liquidation has been approved in writing by the Required Lenders (or all of the Lenders, pursuant to if required by Section 10.03 of the terms Credit Agreement) and the proceeds of such sale, disposition or liquidation are applied in accordance with the provisions of the Credit Agreement, upon agreement of to the requisite lenders under the Credit Agreement or upon the termination of the Credit Agreement or upon the replacement thereof with a credit facility not providing for extent applicable, such Subsidiary Guarantor or Subsidiary Guarantors shall be released from this Agreement, and this Agreement shall, as to each such Subsidiary Guarantor or Subsidiary Guarantors, terminate and have no further force or effect (it being understood and agreed that the sale of one or more Persons that own, directly or indirectly, all of the capital stock of any Subsidiary Guarantor shall be deemed to be a guarantor or a borrower thereunder), (2) upon the exercise of the legal defeasance option or the covenant defeasance option pursuant to Section 8.1(b), or upon satisfaction and discharge of this Indenture pursuant Section 8.1(a) and (3) upon the consummation of any sale or other disposition of any or all of the Capital Stock of such Subsidiary Guarantor (including for purposes of this SECTION 5.12(b)). Upon any such release of a Subsidiary Guarantor, the Administrative Agents will, upon request by way and at the expense of merger or consolidation) or other transaction such that after giving effect Subsidiary Guarantor, execute and deliver to such sale, disposition or other transaction such Subsidiary Guarantor is no longer a Domestic such documents as such Subsidiary Guarantor shall reasonably request to evidence the termination of the Company. Upon request of the Company, the Trustee shall evidence such release by a supplemental indenture or other instrument which may be executed by the Trustee without the consent of any Holderthis Agreement.

Appears in 1 contract

Samples: Brooks Pharmacy, Inc.

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Release of Subsidiary Guarantors. A Subsidiary Guarantor will be automatically released from all its obligations under the Notes, this Indenture and its Guarantee, and its Guarantee will automatically terminate (1) upon the Upon termination for any reason of all of the obligations of such any Subsidiary Guarantor as a guarantor or borrower under the Lexington Credit Agreement (including, without limitation, pursuant to the terms of the Credit Agreement, upon agreement of the requisite lenders under the Credit Agreement thereunder or upon the termination of the Credit Agreement or upon the replacement thereof with a credit facility not providing for requiring such guarantees or upon such Subsidiary Guarantor ceasing to be a guarantor or a borrower thereunder), (2Subsidiary) upon and the exercise delivery of the legal defeasance option or Issuer to the covenant defeasance option pursuant Trustee of an Officers' Certificate, upon which the Trustee may rely conclusively, with respect to Section 8.1(b)the foregoing matters, or upon satisfaction and discharge of such Subsidiary Guarantor shall be deemed released from all its obligations under this Indenture pursuant Section 8.1(a) and (3) upon its Guarantee and such Guarantee shall terminate. In addition, a Subsidiary Guarantor's Guarantee will also terminate and such Subsidiary Guarantor will be deemed released from all of its Obligations under this Indenture with respect to the consummation of Securities in connection with any sale or other disposition by the Parent Guarantor of any or all of the Capital Stock capital stock of such that Subsidiary Guarantor (including by way of merger or consolidation) or other transaction such that after giving effect to such sale, disposition or other transaction such Subsidiary Guarantor is no longer a Domestic Subsidiary of the Company. Upon request Parent Guarantor that is organized in the United States, any of the Company, States or the Trustee shall evidence such release by a supplemental indenture or other instrument which may be executed by the Trustee without the consent District of any HolderColumbia.

Appears in 1 contract

Samples: Lexington Master Limited Partnership

Release of Subsidiary Guarantors. A Subsidiary Guarantor will be automatically released from all its obligations under the NotesNotes of a series, this Indenture and its Guarantee, and its Guarantee will automatically terminate (1) upon the termination for any reason of the obligations of such Subsidiary Guarantor as a guarantor or borrower under the Credit Agreement (including, without limitation, pursuant to the terms of the Credit Agreement, upon agreement of the requisite lenders under the Credit Agreement or upon the termination of the Credit Agreement or upon the replacement thereof with a credit facility not providing for such Subsidiary Guarantor to be a guarantor or a borrower thereunder), (2) upon the termination for any reason of the obligations of such Subsidiary Guarantor as a guarantor under the Private Notes, (3) upon the exercise of the legal defeasance option or the covenant defeasance option pursuant to Section 8.1(b)) of the relevant series, or upon satisfaction and discharge of this the Indenture pursuant to Section 8.1(a) and as it relates to such series or (34) upon the consummation of any sale or other disposition of any or all of the Capital Stock of such Subsidiary Guarantor (including by way of merger or consolidation) or other transaction such that after giving effect to such sale, disposition or other transaction such Subsidiary Guarantor is no longer a Domestic Subsidiary of the Company. Upon request of the Company, the Trustee shall evidence such release by a supplemental indenture or other instrument which may be executed by the Trustee without the consent of any Holder.

Appears in 1 contract

Samples: Reliance Steel (Reliance Steel & Aluminum Co)

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