Common use of Release; Termination of Agreement Clause in Contracts

Release; Termination of Agreement. Subject to the provisions of Section 19.11 hereof, this Agreement shall terminate upon full and final payment and performance of the Obligations (and upon receipt by the Price Note Collateral Agent of the Pledgor's written certification that all such Obligations have been satisfied, and such other evidence reasonably satisfactory to the Price Note Collateral Agent that such Obligations have been satisfied, which may include a certification from the Holders, and the satisfaction of any additional applicable conditions set forth in the Purchase Agreement) and payment in full of all fees and expenses owing by the Pledgor to the Price Note Collateral Agent. At such time, the Price Note Collateral Agent shall, at the request of the Pledgor, reassign and redeliver to the Pledgor all of the Price Note Pledged Collateral hereunder (other than Price Note Pledged Collateral that has been delivered to the Debentures Collateral Agent or the Senior Notes Collateral Agent in accordance with Section 3 hereof and which has not been returned to the Price Note Collateral Agent) that has not been sold, disposed of, retained or applied by the Price Note Collateral Agent in accordance with the terms hereof. Such reassignment and redelivery shall be without warranty by or recourse to the Price Note Collateral Agent, except as to the absence of any prior assignments by the Price Note Collateral Agent of its interest in the Price Note Pledged Collateral, and shall be at the expense of the Pledgor. Further, at such time, the Price Note Collateral Agent shall, at the request of the Pledgor, execute and deliver to the Debentures Collateral Agent and the Senior Notes Collateral Agent the Payment Certificates in the forms attached hereto as Exhibit E and Exhibit F, respectively.

Appears in 2 contracts

Samples: Pledge Agreement (Excel Legacy Corp), Pledge Agreement (Excel Legacy Corp)

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Release; Termination of Agreement. Subject to the provisions of Section 19.11 hereof19.12 hereof and the penultimate sentence of this Section 19.17, this Agreement shall terminate (i) upon full and final payment and performance of the Obligations (and upon receipt by the Price Note Senior Notes Collateral Agent of the Pledgor's written certification that all such Obligations have been satisfied, the Trustee's written certification as required by Section 10.05 of the Indenture, and such other evidence reasonably satisfactory to the Price Note Senior Notes Collateral Agent that such Obligations have been satisfied, which may include a certification from the Holders, and the satisfaction of any additional applicable conditions set forth in the Purchase AgreementIndenture) and payment in full of all fees and expenses owing by the Pledgor to the Price Note Senior Notes Collateral AgentAgent or (ii) on the day after the first anniversary of the defeasance of all of the Obligations pursuant to Article 8 of the Indenture (other than those surviving Obligations specified therein). At such time, the Price Note Senior Notes Collateral Agent shall, at the request shall upon receipt of the Pledgora Release Certificate as provided for by Section 4(b) above, reassign and redeliver to the Pledgor all of the Price Note Senior Notes Pledged Collateral hereunder (other than Price Note Pledged Collateral that has been delivered to the Debentures Collateral Agent or the Senior Notes Collateral Agent in accordance with Section 3 hereof and which has not been returned to the Price Note Collateral Agent) that has not been sold, disposed of, retained or applied by the Price Note Senior Notes Collateral Agent in accordance with the terms hereofof such Release Certificate. Notwithstanding anything in this Agreement to the contrary, this Agreement shall not terminate unless and until a Release Certificate is provided to the Senior Notes Collateral Agent as provided above. Such reassignment and redelivery shall be without warranty by or recourse to the Price Note Senior Notes Collateral Agent, except as to the absence of any prior assignments by the Price Note Senior Notes Collateral Agent of its interest in the Price Note Senior Notes Pledged Collateral, and shall be at the expense of the Pledgor. Further, at such time, the Price Note Collateral Agent shall, at the request of the Pledgor, execute and deliver to the Debentures Collateral Agent and the Senior Notes Collateral Agent the Payment Certificates in the forms attached hereto as Exhibit E and Exhibit F, respectively.

Appears in 2 contracts

Samples: Pledge Agreement (Excel Legacy Corp), Pledge Agreement (Excel Legacy Corp)

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Release; Termination of Agreement. Subject to the provisions of Section 19.11 hereof19.12 hereof and the penultimate sentence of this Section 19.17, this Agreement shall terminate (i) upon full and final payment and performance of the Obligations (and upon receipt by the Price Note Debentures Collateral Agent of the Pledgor's written certification that all such Obligations have been satisfied, the Trustee's written certification as required by Section 12.05 of the Indenture, and such other evidence reasonably satisfactory to the Price Note Debentures Collateral Agent that such Obligations have been satisfied, which may include a certification from the Holders, and the satisfaction of any additional applicable conditions set forth in the Purchase AgreementIndenture) and payment in full of all fees and expenses owing by the Pledgor to the Price Note Debentures Collateral AgentAgent or (ii) on the day after the first anniversary of the defeasance of all of the Obligations pursuant to Article 8 of the Indenture (other than those surviving Obligations specified therein). At such time, the Price Note Debentures Collateral Agent shall, at the request shall upon receipt of the Pledgora Release Certificate as provided for by Section 4(b) above, reassign and redeliver to the Pledgor all of the Price Note Debentures Pledged Collateral hereunder (other than Price Note Pledged Collateral that has been delivered to the Debentures Collateral Agent or the Senior Notes Collateral Agent in accordance with Section 3 hereof and which has not been returned to the Price Note Collateral Agent) that has not been sold, disposed of, retained or applied by the Price Note Debentures Collateral Agent in accordance with the terms hereofof such Release Certificate. Notwithstanding anything in this Agreement to the contrary, this Agreement shall not terminate unless and until a Release Certificate is provided to the Debentures Collateral Agent as provided above. Such reassignment and redelivery shall be without warranty by or recourse to the Price Note Debentures Collateral Agent, except as to the absence of any prior assignments by the Price Note Debentures Collateral Agent of its interest in the Price Note Debentures Pledged Collateral, and shall be at the expense of the Pledgor. Further, at such time, the Price Note Collateral Agent shall, at the request of the Pledgor, execute and deliver to the Debentures Collateral Agent and the Senior Notes Collateral Agent the Payment Certificates in the forms attached hereto as Exhibit E and Exhibit F, respectively.

Appears in 1 contract

Samples: Pledge Agreement (Excel Legacy Corp)

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