Common use of Releases Following Sale of Assets Clause in Contracts

Releases Following Sale of Assets. In the event of a sale or other disposition of all of the assets of any Guarantor (other than GCL), by way of merger, consolidation or otherwise, or a sale or other disposition of all of the capital stock of any Guarantor (other than GCL), then such Guarantor (in the event of a sale or other disposition, by way of such a merger, consolidation or otherwise, of all of the capital stock of such Guarantor) 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 Guarantor) will be released and relieved of any obligations under its 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 4.10 hereof. 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 applicable provisions of this Indenture, including without limitation Section 4.10 hereof, the Trustee shall execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations under its Guarantee. Any Guarantor not released from its obligations under its 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 this Indenture as provided in this Article 10.

Releases Following Sale of Assets. In the event of a sale or other disposition of all of the assets of any Guarantor (other than GCL)Guarantor, by way of merger, consolidation or otherwise, or a sale or other disposition of all of the capital stock of any Guarantor (other than GCL)Guarantor, then such Guarantor (in the event of a sale or other disposition, by way of such a merger, consolidation or otherwise, of all of the capital stock of such Guarantor) or the Person 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 shall 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 the Indenture, including including, without limitation limitation, Section 4.10 hereof. 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 applicable provisions of this Indenture, including without limitation Section 4.10 hereof, the Trustee shall execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations under its Subsidiary Guarantee. Any Guarantor not released from its obligations under its Subsidiary 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 this Indenture as provided in this Article 1011.

Releases Following Sale of Assets. In the event of a sale or other disposition of all or substantially all of the assets of any Guarantor (other than GCL)Guarantor, by way of merger, consolidation or otherwise, or a sale or other disposition of all of the capital stock Capital Stock of any Guarantor Guarantor, in each case to a Person that is not (other than GCL)either before or after giving effect to such transactions) a Subsidiary or a parent of HLI, then such Guarantor (in the event of a sale or other disposition, by way of such a merger, consolidation or otherwise, of all of the capital stock Capital Stock of such Guarantor) or the Person 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 shall be released and relieved of any obligations under its Guaranteeguarantee; provided that the Net Proceeds net proceeds of such sale or other disposition are applied in accordance with the shall be subject to all applicable provisions of this Indenture, including without limitation Section 4.10 hereof4.13. If a Restricted Subsidiary which is a Guarantor is designated as an Unrestricted Subsidiary in accordance with the provisions of Section 4.17, such Guarantor shall be released and relieved of any obligations under its guarantee. Upon delivery by the Company HLI to the Trustee of an Officers' Certificate and an Opinion of Counsel to the effect that such sale or other disposition or designation was made by the Company HLI in accordance with the applicable provisions of this Indenture, including without limitation Section 4.10 hereof4.13, the Trustee shall execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations under its Guaranteeguarantee. Any Guarantor guarantor not released from its obligations under its Guarantee 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 this Indenture as provided in this Article 10Indenture.

Releases Following Sale of Assets. (a) In the event of a sale or other disposition of all or substantially all of the assets of any Guarantor (other than GCL)Guarantor, by way of merger, consolidation or otherwise, or a sale or other disposition of all of the capital stock 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 another Guarantor (other than GCL)and in each case subject to compliance with the provisions of this Indenture, then such Guarantor (in the event of a sale or other disposition, by way of such a merger, consolidation or otherwise, of all of the capital stock Capital Stock of such Guarantor) 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 Guarantor) will shall be released and relieved of any obligations under its 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 4.10 hereof. 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 applicable provisions of this Indenture, Indenture (including without limitation Section 4.10 hereof), 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 Accreted Value of, premium, if any, and interest on the Notes and for the other obligations of any Guarantor under this Indenture as provided in this Article 109.

Releases Following Sale of Assets. In the event of a sale or other disposition of all of the assets of any Guarantor (other than GCL)Guarantor, by way of merger, consolidation or otherwise, or a sale or other disposition of all of the capital stock of any Guarantor (other than GCL)Guarantor, then such Guarantor (in the event of a sale or other disposition, by way of such a merger, consolidation or otherwise, of all of the capital stock of such Guarantor) or the Person 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 obligation to apply 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 hereof, shall continue and be enforceable. 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 applicable provisions of this Indenture, including without limitation Section 4.10 hereof, the Trustee shall execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations under its Subsidiary Guarantee. Any Guarantor not released from its obligations under its Subsidiary 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 this Indenture as provided in this Article 10XI.

Releases Following Sale of Assets. In the event of a sale or other disposition of all of the assets of any Guarantor (other than GCL)Guarantor, by way of merger, consolidation or otherwise, or a sale or other disposition of all of the capital stock of any Guarantor (other than GCL)Guarantor, then such Guarantor (in the event of a sale or other disposition, by way of such a merger, consolidation or otherwise, of all of the capital stock of such Guarantor) or the Person 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 this Indenture, including including, without limitation Section limitation, Sections 4.10 and 4.15 hereof. 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 applicable provisions of this Indenture, including including, without limitation limitation, Section 4.10 hereof, the Trustee shall execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations under its Note Guarantee. 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 this Indenture as provided in this Article 1011.

Releases Following Sale of Assets. In the event of a sale or other disposition of all of the assets of any Guarantor (other than GCL)Guarantor, by way of merger, consolidation or otherwise, or a sale or other disposition of all of to the capital stock of any Guarantor Guarantor, in each case to a Person that is not (other than GCL)either before or after giving effect to such transactions) a Subsidiary of the Company, then such Guarantor (in the event of a sale or other disposition, by way of such a merger, consolidation or otherwise, of all of the capital stock of such Guarantor) or the Person 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 Guarantee; Note Guarantee provided that the Net Proceeds of consideration paid for such sale or other disposition are applied in accordance with is paid to the applicable provisions of this Indenture, including without limitation Section 4.10 hereofCompany or another Guarantor. 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 applicable provisions of this Indenture, including without limitation Section 4.10 hereof, the Trustee shall execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations under its Note Guarantee. 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 this Indenture as provided in this Article 10XVIII.

Releases Following Sale of Assets. In the event of a sale or other disposition of all of the assets of any Guarantor (other than GCL)Guarantor, by way of merger, consolidation or otherwise, or a sale or other disposition of all of the capital stock of any Guarantor (other than GCL)Guarantor, then such Guarantor (in the event of a sale or other disposition, by way of such a 100 109 merger, consolidation or otherwise, of all of the capital stock of such Guarantor) or the Person 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 4.10 hereof. 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 applicable provisions of this Indenture, including without limitation Section 4.10 hereof, the Trustee shall execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations under its Subsidiary Guarantee. Any Guarantor not released from its obligations under its Subsidiary 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 this Indenture as provided in this Article 1011.

Releases Following Sale of Assets. In the event of a sale or other disposition of all of the assets of any Guarantor (other than GCL)the Guarantor, by way of merger, consolidation or otherwise, or a sale or other disposition of all of the capital stock of any Guarantor (other than GCL)the Guarantor, then such the Guarantor (in the event of a sale or other disposition, by way of such a merger, consolidation or otherwise, of all of the capital stock of such the Guarantor) or the Person corporation acquiring the property (in the event of a sale or other disposition of all or substantially all of the assets of such the 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 this Indenture, including without limitation Section 4.10 hereof. 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 applicable provisions of this Indenture, including without limitation Section 4.10 hereof, the Trustee shall execute any documents reasonably required in order to evidence the release of any the Guarantor from its obligations under its Note Guarantee. Any If the Guarantor is not released from its obligations under its Note Guarantee the Guarantor shall remain liable for the full amount of principal of and interest on the Notes and for the other obligations of any the Guarantor under this Indenture as provided in this Article 1011.

Releases Following Sale of Assets. In the event of a sale or other disposition of all of the assets of any Guarantor (other than GCL)Guarantor, by way of merger, consolidation or otherwise, or a sale or other disposition of all of the capital stock of any Guarantor (other than GCL)Guarantor, then such Guarantor (in the event of a sale or other disposition, by way of such a merger, consolidation or otherwise, of all of the capital stock of such Guarantor) or the Person 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 shall 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 4.10 hereof. 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 applicable provisions of this Indenture, including without limitation Section 4.10 hereof, the Trustee shall execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations under its Subsidiary Guarantee. Any Guarantor not released from its obligations under its Subsidiary 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 this Indenture as provided in this Article 1011.