Common use of Releases from Guarantees Clause in Contracts

Releases from Guarantees. If pursuant to any direct or indirect sale of assets (including, if applicable, all of the capital stock of any Guarantor) or other disposition by way of merger, consolidation or otherwise the assets sold include all or substantially all of the assets of any Guarantor or all of the capital stock of any such Guarantor, then 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 a Guarantor) shall be released and relieved of its obligations under its Guarantee or Section 10.03, as the case may be; PROVIDED that in the event of an Asset Sale, the Net Proceeds from such sale or other disposition are applied in accordance with the provisions of Section 4.10. In addition, a Guarantor shall be released and relieved of its obligations under its Guarantee or Section 10.03, as the case may be (1) if such Guarantor is dissolved or liquidated in accordance with the provisions of this Indenture; (2) if the Company designates any such Guarantor as an Unrestricted Subsidiary in compliance with the terms of this Indenture; or (3) without limiting the generality of the foregoing, in the case of ETC or any Guarantor which constitutes a Non-Core Asset, upon the sale or other disposition of any Equity Interest of ETC or such Guarantor which constitutes a Non-Core Asset, respectively. 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 4.10 or 4.21 if applicable, the Trustee shall execute any documents reasonably required in order to evidence the release of any such Guarantor from its obligations under its Guarantee. Any such 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 such Guarantor under this Indenture as provided in this Article 10.

Releases from Guarantees. If pursuant to any direct or indirect sale or conveyance of assets (including, if applicable, all of the capital stock Capital Stock of any Guarantor) or other disposition by way of merger, consolidation or otherwise otherwise, the assets sold include all or substantially all of the assets of any Guarantor or all of the capital stock Capital Stock of any such Guarantor, then 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 a Guarantor) shall be released and relieved of its obligations under its Guarantee or Section 10.03, as the case may be; PROVIDED that in the event of an Asset Sale, the Net Proceeds from such sale or other disposition are applied in accordance with the provisions of Section 4.10Guarantee. In addition, a Guarantor shall be released and relieved of its obligations under its Guarantee or Section 10.03, as the case may be if (1) if such Guarantor is dissolved or liquidated in accordance with the provisions of this Indenturehereof; (2) if the Company designates any such Guarantor as an Unrestricted Subsidiary no longer guarantees or is otherwise obligated under the Senior Secured Credit Facility or any of the Existing Notes; or (3) with respect to a series of Securities, the Issuers effectively discharge their obligations or defease all Securities of such series in compliance with the terms of this Indenture; Section 401 or (3) without limiting the generality of the foregoing, in the case of ETC or any Guarantor which constitutes a Non-Core Asset, upon the sale or other disposition of any Equity Interest of ETC or such Guarantor which constitutes a Non-Core Asset, respectivelyArticle 13 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 provisions of this Indenturehereof, including without limitation Section 4.10 or 4.21 if applicable, the Trustee shall execute any documents reasonably required pursuant to written direction of the Company in order to evidence the release of any such Guarantor from its obligations under its Guarantee. Any such Guarantor not released from its obligations under its Guarantee shall remain liable for the full amount of principal of and interest on the Notes Securities and for the other obligations of such Guarantor under this Indenture as provided in this Article 10XV. * * * This Indenture may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument.

Releases from Guarantees. If pursuant to any direct or indirect sale of assets (including, if applicable, all of the capital stock of any Guarantor) or other disposition by way of merger, consolidation or otherwise the assets sold include all or substantially all of the assets of any Guarantor or all of the capital stock of any such Guarantor, then such Guarantor (in the event of a sale or other disposition 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 a Guarantor) shall be released and relieved of its obligations under its Guarantee or Section 10.03, as the case may be; PROVIDED provided that in the event of an Asset Sale, the Net Proceeds from such sale or other disposition are applied in accordance with the provisions of Section 4.10. In addition, a Guarantor shall be released and relieved of its 74 obligations under its Guarantee or Section 10.03, as the case may be (1) if such Guarantor is dissolved or liquidated in accordance with the provisions of this Indenture; (2) if the Company designates any such Guarantor as an Unrestricted Subsidiary in compliance with the terms of this Indenture; or (3) without limiting the generality of the foregoing, in the case of ETC or any Guarantor which constitutes a Non-Core Asset, upon the sale or other disposition of any Equity Interest of ETC or such Guarantor which constitutes a Non-Core Asset, respectively. 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 4.10 or 4.21 if applicable, the Trustee shall execute any documents reasonably required in order to evidence the release of any such Guarantor from its obligations under its Guarantee. Any such 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 such Guarantor under this Indenture as provided in this Article 10.

Releases from Guarantees. If pursuant to any direct or indirect sale of assets (including, if applicable, all of the capital stock of any Guarantor) or other disposition by way of merger, consolidation or otherwise the assets sold include all or substantially all of the assets of any Guarantor or all of the capital stock of any such Guarantor, then such Guarantor (in the event of a sale or other disposition 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 a Guarantor) shall be released and relieved of its obligations under its Guarantee or Section 10.03, as the case may be; PROVIDED provided that in the event of an Asset Sale, the Net Proceeds from such sale or other disposition are applied in accordance with the provisions of Section 4.10. In addition, a Guarantor shall be released and relieved of its obligations under its Guarantee or Section 10.03, as the case may be (1) if such Guarantor is dissolved or liquidated in accordance with the provisions of this Indenture; (2) if the Company designates any such Guarantor as an Unrestricted Subsidiary in compliance with the terms of this Indenture; or (3) without limiting the generality of the foregoing, in the case of ETC or any Guarantor which constitutes a Non-Core Asset, upon the sale or other disposition of any Equity Interest of ETC or such Guarantor which constitutes a Non-Core Asset, respectively. 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 4.10 or 4.21 if applicable, the Trustee shall execute any documents reasonably required in order to evidence the release of any such Guarantor from its obligations under its Guarantee. Any such 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 such Guarantor under this Indenture as provided in this Article 10.

Releases from Guarantees. If pursuant to any direct or indirect sale or conveyance of assets (including, if applicable, all of the capital stock Capital Stock of any Guarantor) or other disposition by way of merger, consolidation or otherwise otherwise, the assets sold include all or substantially all of the assets of any Guarantor or all of the capital stock Capital Stock of any such Guarantor, then 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 a Guarantor) shall be released and relieved of its obligations under its Guarantee or Section 10.03, as the case may be; PROVIDED that in the event of an Asset Sale, the Net Proceeds from such sale or other disposition are applied in accordance with the provisions of Section 4.10Guarantee. In addition, a Guarantor shall be released and relieved of its obligations under its Guarantee or Section 10.03, as the case may be if (1) if such Guarantor is dissolved or liquidated in accordance with the provisions of this Indenturehereof; (2) if in the case of any Guarantor other than the Parent Guarantor, such Guarantor no longer guarantees or is otherwise obligated under the Senior Revolving Credit Facility or any of the Existing Notes; (3) in the case of the Parent Guarantor's Guarantee only, the Company designates ceases for any reason to be a "wholly owned subsidiary" (as such Guarantor as an Unrestricted Subsidiary term is defined in Rule 1-02(aa) of Regulation S-X promulgated by the Commission) of the Parent Guarantor; or (4) with respect to a series of Securities, the Issuers effectively discharge their obligations or defease all Securities of such series in compliance with the terms of this Indenture; Section 401 or (3) without limiting the generality of the foregoing, in the case of ETC or any Guarantor which constitutes a Non-Core Asset, upon the sale or other disposition of any Equity Interest of ETC or such Guarantor which constitutes a Non-Core Asset, respectivelyArticle 13 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 provisions of this Indenturehereof, including without limitation Section 4.10 or 4.21 if applicable, the Trustee shall execute any documents reasonably required pursuant to written direction of the Company in order to evidence the release of any such Guarantor from its obligations under its Guarantee. Any such Guarantor not released from its obligations under its Guarantee shall remain liable for the full amount of principal of and interest on the Notes Securities and for the other obligations of such Guarantor under this Indenture as provided in this Article 10.XV. * * * This Indenture may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument. [Signature page follows]

Releases from Guarantees. If pursuant to any direct or indirect sale or conveyance of assets (including, if applicable, all of the capital stock Capital Stock of any Guarantor) or other disposition by way of merger, consolidation or otherwise otherwise, the assets sold include all or substantially all of the assets of any Guarantor or all of the capital stock Capital Stock of any such Guarantor, then 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 a Guarantor) shall be released and relieved of its obligations under its Guarantee or Section 10.03, as the case may be; PROVIDED that in the event of an Asset Sale, the Net Proceeds from such sale or other disposition are applied in accordance with the provisions of Section 4.10Guarantee. In addition, a Guarantor shall be released and relieved of its obligations under its Guarantee or Section 10.03, as the case may be if (1) if such Guarantor is dissolved or liquidated in accordance with the provisions of this Indenturehereof; (2) if in the case of any Guarantor other than the Parent Guarantor, such Guarantor no longer guarantees or is otherwise obligated under the Senior Revolving Credit Facility or any of the Existing Notes; (3) in the case of the Parent Guarantor’s Guarantee only, the Company designates ceases for any reason to be a “wholly owned subsidiary” (as such Guarantor as an Unrestricted Subsidiary term is defined in Rule 1-02(aa) of Regulation S-X promulgated by the Commission) of the Parent Guarantor; or (4) with respect to a series of Securities, the Issuers effectively discharge their obligations or defease all Securities of such series in compliance with the terms of this Indenture; Section 401 or (3) without limiting the generality of the foregoing, in the case of ETC or any Guarantor which constitutes a Non-Core Asset, upon the sale or other disposition of any Equity Interest of ETC or such Guarantor which constitutes a Non-Core Asset, respectivelyArticle 13 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 provisions of this Indenturehereof, including without limitation Section 4.10 or 4.21 if applicable, the Trustee shall execute any documents reasonably required pursuant to written direction of the Company in order to evidence the release of any such Guarantor from its obligations under its Guarantee. Any such Guarantor not released from its obligations under its Guarantee shall remain liable for the full amount of principal of and interest on the Notes Securities and for the other obligations of such Guarantor under this Indenture as provided in this Article 10XV. * * * This Indenture may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument.

Releases from Guarantees. If pursuant to any direct or indirect sale of assets (includingsale, if applicable, all of the capital stock of any Guarantor) conveyance or other disposition of the Capital Stock of any Guarantor (including by way of merger, consolidation amalgamation or otherwise the assets sold include consolidation), following which such Guarantor ceases to be a direct or indirect Subsidiary of Cedar Fair if such sale or disposition is made in accordance with Section 4.10 or any sale or other disposition of all or substantially all of the assets of any Guarantor or all of the capital stock of any such Guarantor, then 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 a Guarantor) shall be released and relieved of its obligations under its Guarantee or Section 10.0310.03 and Section 10.04 hereof, as the case may be; PROVIDED provided that in the event of an Asset Sale, the Net Proceeds from such sale or other disposition are applied in accordance with the provisions of Section 4.104.10 hereof. In addition, a Guarantor shall be released and relieved of its obligations under its Guarantee or under Section 10.0310.03 and Section 10.04 hereof, as the case may be (1) if such Guarantor is dissolved or liquidated in accordance with the provisions of this Indenturehereof; (2) if the Company Cedar Fair designates any such Guarantor as an Unrestricted Subsidiary in compliance with the terms hereof; (3) upon the release or discharge of this Indenturethe guarantee by, or direct obligation of, such Guarantor with respect to its obligations under any First Lien Obligations (other than the Notes Obligations), except a discharge or release by or a result of payment under such guarantee or such First Lien Obligations; (4) upon payment in full in cash of the principal of, accrued and unpaid interest and premium (if any) on, the Notes; or (35) without limiting upon a discharge of this Indenture or upon Legal Defeasance or Covenant Defeasance under this Indenture in compliance with the generality terms of the foregoing, in the case of ETC or any Guarantor which constitutes a Non-Core Asset, upon the sale or other disposition of any Equity Interest of ETC or such Guarantor which constitutes a Non-Core Asset, respectivelyArticle 8 hereof. Upon delivery by the Company Issuers to the Trustee and the Notes Collateral Agent of an Officers' Officer’s Certificate on behalf of the Issuers 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 Indenturehereof, including without limitation Section 4.10 or 4.21 hereof, if applicable, or that such Guarantor has been released from its obligations under its Guarantee in accordance with any other provision of this Section 10.05, the Trustee and the Notes Collateral Agent shall execute any documents reasonably required requested pursuant to written direction of the Issuers in order to evidence the release of any such Guarantor from its obligations under its Guarantee. Any such 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 such Guarantor under this Indenture as provided in this Article 10.