Releases. (a) Concurrently with any sale of assets (including, if applicable, all of the Capital Stock of a Guaranteeing Subsidiary), all Liens, if any, in favor of the Trustee in the assets sold thereby shall be released; provided that in the event of an Asset Sale, the Net Proceeds from such sale or other disposition are treated in accordance with the provisions of Section 4.10 of the Indenture. If the assets sold in such sale or other disposition include all or substantially all of the assets of a Guaranteeing Subsidiary or all of the Capital Stock of a Guaranteeing Subsidiary, then the Guaranteeing Subsidiary (in the event of a sale or other disposition of all of the Capital Stock of such Guaranteeing Subsidiary) or the Person acquiring the property (in the event of a sale or other disposition of all or substantially all of the assets of such Guaranteeing Subsidiary) shall be released from and relieved of its Obligations under this Supplemental Indenture and its Subsidiary Guarantee made pursuant hereto; provided that in the event of an Asset Sale, the Net Proceeds from such sale or other disposition are treated in accordance with the provisions of Section 4.10 of the Indenture. Upon delivery by the Company to the Trustee of an Officers' Certificate to the effect that such sale or other disposition was made by the Company or the Guaranteeing Subsidiary, as the case may be, in accordance with the provisions of the Indenture and this Supplemental Indenture, including without limitation, Section 4.10 of the Indenture, the Trustee shall execute any documents reasonably required in order to evidence the release of the Guaranteeing Subsidiary from its Obligations under this Supplemental Indenture and its Subsidiary Guarantee made pursuant hereto. If the Guaranteeing Subsidiary is not released from its obligations under its Subsidiary Guarantee, it shall remain liable for the full amount of principal of and interest on the Notes and for the other obligations of such Guaranteeing Subsidiary under the Indenture as provided in this Supplemental Indenture.
(b) Upon the designation of a Guaranteeing Subsidiary as an Unrestricted Subsidiary in accordance with the terms of the Indenture, such Guaranteeing Subsidiary shall be released and relieved of its Obligations under its Subsidiary Guarantee and this Supplemental Indenture. Upon delivery by the Company to the Trustee of an Officers' Certificate and an Opinion of Counsel to the effect that such designation of such Guarante...
Releases. The Guarantee of the Guaranteeing Subsidiary shall be automatically and unconditionally released and discharged, and no further action by the Guaranteeing Subsidiary, the Issuers or the Trustee is required for the release of the Guaranteeing Subsidiary’s Guarantee, upon:
(1) (A) any sale, exchange or transfer (by merger or otherwise) of the Capital Stock of the Guaranteeing Subsidiary (including any sale, exchange or transfer), after which the Guaranteeing Subsidiary is no longer a Restricted Subsidiary or all or substantially all the assets of the Guaranteeing Subsidiary which sale, exchange or transfer is made in compliance with the applicable provisions of the Indenture;
Releases. The Guarantee of any Guarantor, and the Collateral Agent’s Lien on the Collateral of such Guarantor, will be automatically released:
(a) in connection with any Disposition of all of the Equity Interests or all or substantially all of the assets of a Guarantor (including by way of merger or consolidation) to such Person that is not the Company or a Guarantor if the Disposition does not violate Section 4.11 and the other provisions of this Indenture; and
(b) upon the liquidation or dissolution of such Guarantor following the transfer of all of its assets to the Company or another Guarantor as permitted hereunder. If the Guarantee of any Guarantor or all or substantially all of the assets of a Guarantor or the Equity Interests of any Guarantor are sold or disposed of in the manner described in clauses (a) or (b) above, and such Guarantor (or as the context may require, Collateral) is released, the Company shall deliver to the Trustee and Collateral Agent an Officer’s Certificate and an Opinion of Counsel, each stating and certifying the identity of the released Guarantor (and/or the applicable Collateral), the basis for release in reasonable detail and that such release complies with this Indenture. Upon delivery by the Company to the Trustee and Collateral Agent of an Officer’s Certificate and an Opinion of Counsel to the effect that the conditions of any of clauses (a) or (b) of this Section 13.05 have been met with respect to a Guarantor (or such Collateral) in accordance with the provisions of this Indenture, the Trustee and Collateral Agent, as applicable, will execute any documents reasonably requested by the Company that are necessary or advisable in order to evidence the release of such Guarantor from its obligations under its Guarantee and/or the applicable Note Security Documents. Any Guarantor not released from its obligations under its Guarantee as provided in this Section 13.05 will remain liable for the full amount of principal of and interest and premium, if any, on the Notes and for the other obligations (including the Note Obligations) of any Guarantor under this Indenture as provided in this Article 13 notwithstanding the release of any other Guarantor.
Releases. (a) The Circle Receiver on behalf of (i) himself and each of his successors and assigns and (ii) Circle Trust and each of its subsidiaries, trusts, and their respective successors and assigns (collectively, the “Circle Releasors”), hereby irrevocably releases and forever discharges (A) the Northshore Receiver and each of his affiliates, partners, and his and their respective successors and assigns, and (B) each of Northshore Asset Management, LLC (“NSAM”), NSCT, LLC (“NSCT”), Xxxxxxxx Capital Management, L.P. (“SCM”), Ardent Research Partners, L.P. (“Ardent L.P.”), Ardent Research Partners, Ltd. (“Ardent Ltd.”) and each other affiliate of NSAM that is an entity or fund for which the Northshore Receiver has been appointed and remains the receiver as of the date hereof (collectively, the “Northshore Entities”), and their respective subsidiaries, successors and assigns (collectively, the “Northshore Releasees”), from any and all claims, proceedings, rights, demands, remedies, contracts, agreements, debts, liabilities, orders, obligations and causes of action whatsoever, whether known or unknown, suspected or unsuspected, at law or in equity or otherwise, which the Circle Receiver or any of the other Circle Releasors now has, ever had or may hereafter have against the Northshore Receiver and/or the other Northshore Releasees or any of them due to, arising from, or in connection with, any action, matter, thing or omission occurring or existing on or prior to the date hereof, including, but not limited to, claims, proceedings, rights, demands, remedies, contracts, agreements, debts, liabilities, orders, obligations and causes of action under, relating to or arising from (x) the Promissory Note, dated June 23, 2004, in the principal amount of $1,028,000, payable by NSCT to Circle Trust and (y) the Stock Purchase Agreement, dated as of June 18, 2004, by and among NSCT, Capital Investments Management, Ltd. and Circle Trust and any agreement, instrument or certificate relating thereto or delivered in connection therewith. Notwithstanding anything contained in this Section 7(a) to the contrary, the Circle Receiver shall retain and not release or discharge (x) any claims, proceedings, rights, demands, remedies, contracts, agreements, debts, liabilities, orders, obligations and causes of action whatsoever, (i) arising under or to enforce this Agreement or (ii) against any officer, director, member, partner or employee of the Northshore Entities (excluding the Northshor...
Releases. (a) In the event of any sale or other disposition of all or substantially all of the properties or assets of any Guarantor, by way of merger, consolidation or otherwise, or a sale or other disposition of Capital Stock of any Guarantor, in each case to a Person that is not (either before or after giving effect to such transactions) Targa Resources Partners or a Restricted Subsidiary of Targa Resources Partners, then such Guarantor (in the event of a sale or other disposition, by way of merger, consolidation or otherwise, of Capital Stock of such Guarantor) or the Person acquiring the properties or assets (in the event of a sale or other disposition of all or substantially all of the properties or assets of such Guarantor) will be released and relieved of any obligations under its Note Guarantee; provided that sale or other disposition does not violate the applicable provisions of this Indenture, including without limitation Section 4.10 hereof, and such Guarantor ceases to be a Restricted Subsidiary of Targa Resources Partners as a result of the sale or other disposition. Upon delivery by the Issuers to the Trustee of an Officers’ Certificate and an Opinion of Counsel to the effect that such sale or other disposition was made by the Issuers in accordance with the provisions of this Indenture, including without limitation Section 4.10 hereof, and that such Guarantor has ceased to be a Restricted Subsidiary of Targa Resources Partners, the Trustee will execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations under its Note Guarantee.
(b) Upon designation of any Guarantor as an Unrestricted Subsidiary in accordance with the terms of this Indenture, such Guarantor will be released and relieved of any obligations under its Note Guarantee.
(c) At such time as any Guarantor ceases to guarantee any other Indebtedness of an Issuer or another Guarantor, provided that, if it is also a Domestic Subsidiary, it is no longer an obligor with respect to any Indebtedness under any Credit Facility; provided, however, that if, at any time following such release, that Guarantor incurs a Guarantee under a Credit Facility, then such Guarantor shall be required to provide a Note Guarantee at such time.
(d) Upon Legal or Covenant Defeasance in accordance with Article 8 hereof or satisfaction and discharge of this Indenture in accordance with Article 11 hereof, each Guarantor will be released and relieved of any obligations und...
Releases. (a) If, in connection with:
(i) the exercise of the First-Lien Collateral Agent’s remedies in respect of the Collateral provided for in Section 3.1 hereof, including any sale, lease, exchange, transfer or other disposition (including, but not limited to, a sale under Section 363 of the Bankruptcy Code) of any such Collateral (any of the foregoing, a “Remedial Action”); or
(ii) any sale (including, but not limited to, a sale under Section 363 of the Bankruptcy Code) or other disposition of any Collateral that is both (i) permitted under the terms of the First-Lien Credit Documents and (ii) described in Section 12.03(c)(i) of the Second-Lien Notes Indenture; or
(iii) the request of the First-Lien Collateral Agent in accordance with Section 12.03(c)(ii) of the Second-Lien Notes Indenture; there occurs the release by the First-Lien Collateral Agent, acting on its own or at the direction of the Required First-Lien Creditors, of any of its Liens on any part of the Collateral, then such Liens, if any, of the Second-Lien Collateral Agent, for itself and for the benefit of the other Second-Lien Creditors, on such Collateral (but not the proceeds thereof), shall be automatically and simultaneously released, and such Grantor shall have no further liability under the Second-Lien Notes Guaranty (to the extent of such released Collateral), and the Second-Lien Collateral Agent, for itself or on behalf of any such Second-Lien Creditors, promptly shall execute and deliver to the First-Lien Collateral Agent, without any representations or warranties (other than a representation that the Second-Lien Collateral Agent is duly authorized to execute and deliver such termination statements, releases or other documents), such termination statements, releases and other documents as the First-Lien Collateral Agent or such Grantor may reasonably request to effectively terminate its Liens on such Collateral; provided that (x) any release of the Liens by the Second-Lien Collateral Agent with respect to clauses 5(a)(ii) and (iii) above shall be in accordance with the terms of Section 12.03 of the Second-Lien Note Indenture, and (y) in connection with a sale or disposition described in clause (ii) above, (A) any surplus from such sale or disposition after the Discharge of First-Lien Obligations shall be paid to the Second-Lien Agent in an amount not to exceed the amount required to repay the Second-Lien Notes in full for application in accordance with the terms of the Second-Lien Notes D...
Releases. (a) In the event of a sale or other disposition of all of the assets of any Guarantor, by way of merger, consolidation or otherwise, or a sale or other disposition of all to the capital stock of any Guarantor, in each case to a Person that is not (either before or after giving effect to such transaction) a Restricted Subsidiary of the Company, then such Guarantor (in the event of a sale or other disposition, by way of merger, consolidation or otherwise, of all of the capital stock of such Guarantor) or the corporation acquiring the property (in the event of a sale or other disposition of all or substantially all of the assets of such Guarantor) will be released and relieved of any obligations under its Note Guarantee; provided that the Net Proceeds of such sale or other disposition are applied in accordance with the applicable provisions of the Indenture, including without limitation Section 4.10 of the Indenture. Upon delivery by the Company to the Trustee of an Officers' Certificate and an Opinion of Counsel to the effect that such sale or other disposition was made by the Company in accordance with the provisions of the Indenture, including without limitation Section 4.10 of the Indenture, the Trustee shall execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations under its Note Guarantee.
(b) Any Guarantor not released from its obligations under its Note Guarantee shall remain liable for the full amount of principal of and interest on the Notes and for the other obligations of any Guarantor under the Indenture as provided in Article 10 of the Indenture.
Releases. (a) Each Junior Priority Representative, for itself and on behalf of each Junior Priority Debt Party under its Junior Priority Debt Facility, agrees that, in the event of a sale, transfer or other disposition of any specified item of Shared Collateral (including all or substantially all of the equity interests of any subsidiary of the Borrower) other than a release granted upon or following the Discharge of Senior Obligations, the Liens granted to the Junior Priority Representatives and the Junior Priority Debt Parties upon such Shared Collateral to secure Junior Priority Debt Obligations shall terminate and be released, automatically and without any further action, concurrently with the termination and release of all Liens granted upon such Shared Collateral to secure Senior Obligations; provided that, in the case of any such sale, transfer or other disposition of Shared Collateral (other than any sale, transfer or other disposition in connection with the enforcement or exercise of any rights or remedies with respect to the Shared Collateral), the Liens granted to the Junior Priority Representatives and the Junior Priority Debt Parties shall not be so released if such sale, transfer or other disposition is not permitted under the terms of any Junior Priority Debt Document. Upon delivery to a Junior Priority Representative of an Officer’s Certificate stating that any such termination and release of Liens securing the Senior Obligations has become effective (or shall become effective concurrently with such termination and release of the Liens granted to the Junior Priority Debt Parties and the Junior Priority Representatives) and any necessary or proper instruments of termination or release prepared by the Borrower or any other Grantor, such Junior Priority Representative will promptly execute, deliver or acknowledge, at the Borrower’s or the other Grantor’s sole cost and expense, such instruments to evidence such termination and release of the Liens. Nothing in this Section 5.01(a) will be deemed to affect any agreement of a Junior Priority Representative, for itself and on behalf of the Junior Priority Debt Parties under its Junior Priority Debt Facility, to release the Liens on the Junior Priority Collateral as set forth in the relevant Junior Priority Debt Documents.
(b) Each Junior Priority Representative, for itself and on behalf of each Junior Priority Debt Party under its Junior Priority Debt Facility, hereby irrevocably constitutes and appoints the...
Releases. (a) In the event of any sale or other disposition of all or substantially all of the assets of any Guarantor, by way of merger, consolidation or otherwise, or a sale or other disposition of all of the Capital Stock of any Guarantor, in each case to a Person that is not (either before or after giving effect to such transactions) the Company or a Restricted Subsidiary of the Company, then such Guarantor (in the event of a sale or other disposition, by way of merger, consolidation or otherwise, of all of the Capital Stock of such Guarantor) or the corporation acquiring the property (in the event of a sale or other disposition of all or substantially all of the assets of such Guarantor) will be released and relieved of any obligations under its Subsidiary Guarantee, provided that the Net Proceeds of such sale or other disposition are applied in accordance with the applicable provisions of this Indenture, including without limitation Section 10.12. Upon delivery by the Company to the Trustee of an Officers’ Certificate and an Opinion of Counsel to the effect that such sale or other disposition was made by the Company in accordance with the provisions of this Indenture, including without limitation Section 10.12, the Trustee will execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations under its Subsidiary Guarantee.
(b) In addition, each Guarantor will be released and relieved of any obligations under its Subsidiary Guarantee:
(i) upon designation of such Guarantor as an Unrestricted Subsidiary in accordance with the terms of this Indenture;
(ii) upon Legal Defeasance in accordance with Article Thirteen of this Indenture or satisfaction and discharge of this Indenture in accordance with Article Four of this Indenture;
(iii) upon the liquidation or dissolution of such Guarantor, provided that no Default or Event of Default shall have occurred and is continuing; or
(iv) at such time as such Guarantor does not have outstanding any Guarantee of any Indebtedness (other than the Notes) of the Company or any Guarantor in excess of $10.0 million in aggregate principal amount.
(c) Any Guarantor not released from its obligations under its Subsidiary Guarantee as provided in this Section 14.5 will remain liable for the full amount of principal of and interest and premium, if any, on the Notes and for the other obligations of any Guarantor under this Indenture as provided in this Article Fourteen.
Releases. (a) Upon any sale or other disposition of all or substantially all of the assets of any Guarantor (including by way of merger or consolidation), in a transaction not prohibited by Section 3.09, to any Person who is not (either before or after giving effect to the transaction) the Company or a Restricted Subsidiary of the Company, such Guarantor will be automatically released and relieved of any obligations under its Subsidiary Guarantee;
(b) In connection with any sale or other disposition of all of the Capital Stock of that Guarantor, in a transaction not prohibited by Section 3.09 to any Person who is not (either before or after giving effect to the transaction) the Company or a Restricted Subsidiary, such Guarantor will be automatically released and relieved of any obligations under its Subsidiary Guarantee; provided, in both cases, that the Net Proceeds of such sale or other disposition are applied in accordance with the applicable provisions of this Indenture, including without limitation Section 4.10.
(c) If any Guarantor merges with and into the Company, with the Company surviving such merger, such Guarantor will be automatically released and relieved of any obligations under its Subsidiary Guarantee.
(d) If any Guarantor is designated as an Unrestricted Subsidiary in accordance with this Indenture or otherwise ceases to be a Restricted Subsidiary (including by way of liquidation or dissolution) in a transaction permitted by this Indenture, such Guarantor will be automatically released and relieved of any obligations under its Subsidiary Guarantee.
(e) Upon Legal Defeasance or Covenant Defeasance in accordance with Article 8 or satisfaction and discharge of this Indenture in accordance with Article 11, each Guarantor will be automatically released and relieved of any obligations under its Subsidiary Guarantee.
(f) If any Guarantor (a) no longer constitutes a Domestic Subsidiary or (b) is designated as an Excluded Subsidiary in accordance with this Indenture, such Guarantor will be automatically released and relieved of any obligations under its Subsidiary Guarantee.
(g) If it is determined in good faith by the Company that a liquidation, dissolution or merger out of existence of any Guarantor is in the best interests of the Company and is not materially disadvantageous to the holders, such Guarantor will be automatically released and relieved of any obligations under its Subsidiary Guarantee. The Company will notify the Trustee if any Guarantor is r...
