Release Upon Termination of the Issuer’s Obligations. In the event that the Issuer delivers to the Trustee an Officer’s Certificate certifying that (i) payment in full of the principal of, together with any premium and accrued and unpaid interest on, the Notes and all other Obligations under this Indenture and the Collateral Documents that are due and payable at or prior to the time such principal, together with any premiums and accrued and unpaid interest, are paid or (ii) Covenant Termination has occurred in compliance with the provisions of Section 3.03, the Trustee shall deliver to the Issuer a notice stating that the Trustee, on behalf of the Holders, disclaims and gives up any and all rights it has in or to the Collateral, and any rights it has under the Collateral Documents, and upon receipt by the Collateral Agent of such notice, the Collateral Agent shall be deemed not to hold a Lien in the Collateral on behalf of the Trustee and shall do or cause to be done (at the expense of the Issuer) all acts reasonably requested by the Issuer to release and discharge such Lien as soon as is reasonably practicable.
Appears in 4 contracts
Samples: First Supplemental Indenture (Intercept Pharmaceuticals, Inc.), Subscription Agreement (Intercept Pharmaceuticals, Inc.), Exchange Agreement (Intercept Pharmaceuticals, Inc.)
Release Upon Termination of the Issuer’s Obligations. In the event (i) that the Issuer delivers Issuers deliver to the Trustee an Officer’s Certificate and Opinion of Counsel certifying that (i) all the obligations under this Indenture, the Notes and the Security Documents have been satisfied and discharged by the payment in full of the principal ofIssuers’ obligations under the Notes, together with any premium and accrued and unpaid interest on, the Notes and all other Obligations under this Indenture and the Collateral Documents that are due Security Documents, and payable at or prior to the time all such principalobligations have been so satisfied, together with any premiums and accrued and unpaid interest, are paid or (ii) Covenant Termination has occurred in compliance with the provisions a discharge, legal defeasance or covenant defeasance of Section 3.03this Indenture occurs under Article VIII, the Trustee shall deliver to the Issuer Issuers and the Collateral Agent a notice stating that the Trustee, on behalf of the Holdersholders, disclaims and gives up any and all rights it has in or to the Collateral, and any rights it has under the Collateral Security Documents, and upon receipt by the Collateral Agent of such notice, the Collateral Agent shall be deemed not to hold a Lien in the Collateral on behalf of the Trustee and shall do or cause to be done (all acts reasonably necessary at the request and expense of the Issuer) all acts reasonably requested by the Issuer Issuers to release and discharge such Lien as soon as is reasonably practicable.
Appears in 2 contracts
Samples: Indenture (Muzak Capital, LLC), Indenture (Muzak Capital, LLC)
Release Upon Termination of the Issuer’s Obligations. In the event (i) that the Issuer delivers to the Trustee an Officer’s Certificate and Opinion of Counsel certifying that (i) all the obligations under this Indenture, the Notes and the Security Documents have been satisfied and discharged by the payment in full of the principal ofIssuer’s obligations under the Notes, together with any premium and accrued and unpaid interest on, the Notes and all other Obligations under this Indenture and the Collateral Documents that are due Security Documents, and payable at or prior to the time all such principalobligations have been so satisfied, together with any premiums and accrued and unpaid interest, are paid or (ii) Covenant Termination has occurred in compliance with the provisions a discharge, legal defeasance or covenant defeasance of Section 3.03this Indenture occurs under Article XII, the Trustee shall deliver to the Issuer and the Collateral Agent a notice stating that the Trustee, on behalf of the HoldersNoteholder Parties, disclaims and gives up any and all rights it has in or to the Collateral, and any rights it has under the Collateral Security Documents, and upon receipt by the Collateral Agent of such notice, the Collateral Agent shall be deemed not to hold a Lien in the Collateral on behalf of the Trustee and shall do or cause to be done (at the expense of the Issuer) all acts reasonably requested by necessary at the request and expense of the Issuer to release and discharge such Lien Xxxx as soon as is reasonably practicable.
Appears in 2 contracts
Samples: Indenture (Fresh Market Holdings, Inc.), Indenture (Fresh Market Holdings, Inc.)
Release Upon Termination of the Issuer’s Obligations. In the event that the Issuer delivers deliver to the Trustee an Officer’s Certificate certifying that (i) payment in full of the principal of, together with any premium and accrued and unpaid interest and premium, if any, on, the Notes and all other Obligations under this Indenture Indenture, the Notes, the Guarantees and the Collateral Security Documents that are due and payable at or prior to the time such principal, together with any premiums and accrued and unpaid interestinterest and premium, if any, are paid or (ii) the Issuer shall have exercised their Legal Defeasance option or its Covenant Termination has occurred Defeasance option, in each case in compliance with the provisions of Section 3.03Article VIII, the Trustee shall deliver to the Issuer and the Notes Collateral Agent a notice stating that the Trustee, on behalf of the Holders, disclaims and gives up any and all rights it has in or to the CollateralCollateral (other than with respect to funds held by the Trustee pursuant to Article VIII), and any rights it has under the Collateral Security Documents, and upon receipt by the Notes Collateral Agent of such notice, the Notes Collateral Agent shall be deemed not to hold a Lien in the Collateral on behalf of the Trustee and shall do or cause to be done (at the expense of the Issuer) all acts reasonably requested by the Issuer to release and discharge such Lien as soon as is reasonably practicable.
Appears in 1 contract
Samples: Indenture (RR Donnelley & Sons Co)
Release Upon Termination of the Issuer’s Obligations. In the event that the Issuer delivers to the Trustee Trustee, in form and substance reasonably acceptable to it, an Officer’s Certificate certifying that (i) payment in full of the principal of, together with any premium and accrued and unpaid interest (including additional interest, if any) on, the Notes and all other Obligations under this Indenture Indenture, the Subsidiary Guarantees and the Collateral Security Documents that are due and payable at or prior to the time such principal, together with any premiums and accrued and unpaid interest, are paid or (ii) the Issuer shall have exercised its Legal Defeasance option or its Covenant Termination has occurred Defeasance option, in each case in compliance with the provisions of Section 3.03Article VIII, the Trustee shall deliver to the Issuer and the Collateral Agent a notice stating that the Trustee, on behalf of the Holders, disclaims and gives up any and all rights it has in or to the CollateralCollateral (other than with respect to funds held by the Trustee pursuant to Article XIII), and any rights it has under the Collateral Security Documents, and upon receipt by the Collateral Agent of such notice, the Collateral Agent shall be deemed not to hold a Lien in the Collateral on behalf of the Trustee and shall do or cause to be done (at the expense of the Issuer) all acts reasonably requested by the Issuer necessary to release and discharge such Lien as soon as is reasonably practicable.
Appears in 1 contract
Samples: Indenture (Atp Oil & Gas Corp)
Release Upon Termination of the Issuer’s Obligations. In the event that the Issuer delivers to the Trustee Trustee, in form and substance reasonably acceptable to it, an Officer’s Officers’ Certificate certifying that (i) payment in full of the principal of, together with any premium and accrued and unpaid interest (including additional interest, if any) on, the Notes and all other Obligations under this Indenture Indenture, the Guarantees and the Collateral Security Documents that are due and payable at or prior to the time such principal, together with any premiums and accrued and unpaid interest (including additional interest, if any), are paid or (ii) Covenant Termination has occurred the Issuer shall have exercised its legal defeasance option or its covenant defeasance option, in each case in compliance with the provisions of Section 3.03Article VIII, the Trustee shall deliver to the Issuer and the Collateral Agent a notice stating that the Trustee, on behalf of the Holders, disclaims and gives up any and all rights it has in or to the CollateralCollateral (other than with respect to funds held by the Trustee pursuant to Article VIII), and any rights it has under the Collateral Security Documents, and upon receipt by the Collateral Agent of such notice, the Collateral Agent shall be deemed not to hold a Lien in the Collateral on behalf of the Trustee and shall do or cause to be done (at the expense of the Issuer) all acts reasonably requested by the Issuer necessary to release and discharge such Lien as soon as is reasonably practicable.
Appears in 1 contract
Samples: Indenture (Broan-NuTone LLC)
Release Upon Termination of the Issuer’s Obligations. In the event that the Issuer delivers to the Trustee an Officer’s Certificate certifying that (ia) payment in full of the principal of, together with any premium and accrued and unpaid interest on, the Notes and all other Obligations under this Indenture Indenture, the Notes, the Guarantees and the Collateral Security Documents that are were due and payable at or prior to the time such principal, together with any premiums and accrued and unpaid interest, are were paid or (iib) the Issuer shall have exercised its Legal Defeasance option or its Covenant Termination has occurred Defeasance option, in each case in compliance with the provisions of Section 3.03Article 8, and in each case, an Opinion of Counsel stating that all conditions precedent to the execution and delivery of such notice by the Trustee have been satisfied, the Trustee and the Notes Collateral Agent shall deliver to the Issuer a notice stating that the Trustee, on behalf release of the Holders, disclaims and gives up any and all rights it has in or to the Collateral, and any rights it has under the Collateral Documents, and upon receipt by the Collateral Agent of such notice, the Collateral Agent shall be deemed not to hold a Lien in the Collateral on behalf of the Trustee without recourse, representations or warranties and shall do or cause to be done (at the expense of the Issuer) all acts reasonably requested by the Issuer of them to release and discharge such Lien as soon as is reasonably practicable.
Appears in 1 contract
Release Upon Termination of the Issuer’s Obligations. In the event (i) that the Issuer delivers Issuers deliver to the Trustee an Officer’s Officers’ Certificate certifying that (i) all the obligations under this Indenture, the Securities and the Security Documents have been satisfied and discharged by the payment in full of the principal ofIssuers’ obligations under the Securities, together with any premium and accrued and unpaid interest on, the Notes and all other Obligations under this Indenture and the Collateral Documents that are due Security Documents, and payable at or prior to the time all such principalobligations have been so satisfied, together with any premiums and accrued and unpaid interest, are paid or (ii) Covenant Termination has occurred in compliance with the provisions a legal defeasance or covenant defeasance of Section 3.03this Indenture occurs under Article 8, the Trustee shall deliver to the Issuer Issuers and the Collateral Agent a notice stating that the Trustee, on behalf of the Holders, disclaims and gives up any and all rights it has in or to the Collateral, and any rights it has under the Collateral Security Documents, and upon receipt by the Collateral Agent of such notice, the Collateral Agent shall be deemed not to hold a Lien in the Collateral on behalf of the Trustee and shall do or cause to be done (at the expense of the Issuer) all acts reasonably necessary and requested by the Issuer Issuers to release and discharge such Lien as soon as is reasonably practicable.
Appears in 1 contract
Samples: Indenture (Verso Paper Holdings LLC)
Release Upon Termination of the Issuer’s Obligations. In the event that the Issuer delivers to the Trustee an Officer’s Certificate certifying that (i) payment in full of the principal of, together with any premium and accrued and unpaid interest on, the Notes and all other Obligations under this Indenture Indenture, the Notes, the Guarantees and the Collateral Security Documents that are were due and payable at or prior to the time such principal, together with any premiums and accrued and unpaid interest, are were paid or (ii) the Issuer shall have exercised its Legal Defeasance option or its Covenant Termination has occurred Defeasance option, in each case in compliance with the provisions of Section 3.03Article 8, and in each case, an Opinion of Counsel stating that all conditions precedent to the execution and delivery of such notice by the Trustee have been satisfied, the Trustee and the Second Lien Collateral Agent shall deliver to the Issuer a notice stating that the Trustee, on behalf release of the Holders, disclaims and gives up any and all rights it has in or to the Collateral, and any rights it has under the Collateral Documents, and upon receipt by the Collateral Agent of such notice, the Collateral Agent shall be deemed not to hold a Lien in the Collateral on behalf of the Trustee without recourse, representations or warranties and shall do or cause to be done (at the expense of the Issuer) all acts reasonably requested by the Issuer of them to release and discharge such Lien as soon as is reasonably practicable.
Appears in 1 contract
Samples: Indenture (Nesco Holdings, Inc.)
Release Upon Termination of the Issuer’s Obligations. In the event that the Issuer delivers to the Trustee Trustee, in form and substance reasonably acceptable to it, an Officer’s Certificate certifying that (i) payment in full of the principal of, together with any premium and accrued and unpaid interest (including additional interest, if any) on, the Notes and all other Obligations under this Indenture Indenture, the Guarantees and the Collateral Security Documents that are due and payable at or prior to the time such principal, together with any premiums and accrued and unpaid interest, are paid or (ii) the Issuer shall have exercised its Legal Defeasance option or its Covenant Termination has occurred Defeasance option, in each case in compliance with the provisions of Section 3.03Article VIII, the Trustee shall deliver to the Issuer and the Collateral Agent a notice stating that the Trustee, on behalf of the Holders, disclaims and gives up any and all rights it has in or to the CollateralCollateral (other than with respect to funds held by the Trustee pursuant to Article VIII), and any rights it has under the Collateral Security Documents, and upon receipt by the Collateral Agent of such notice, the Collateral Agent shall be deemed not to hold a Lien in the Collateral on behalf of the Trustee and shall do or cause to be done (at the expense of the Issuer) all acts reasonably necessary to release such Lien as requested by the Issuer to release and discharge such Lien as soon as is reasonably practicable.
Appears in 1 contract
Samples: Indenture (Merge Healthcare Inc)