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 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 A Guarantor shall be released and relieved of its obligations under its Guarantee or Section 10.03, as the case may be upon: (1) if in connection with any direct or indirect sale, conveyance or other disposition of all the Capital Stock of such Guarantor (including any such sale, conveyance or other disposition after which such Guarantor is dissolved no longer a Restricted Subsidiary and excluding any sale, conveyance or other disposition of the Capital Stock of a Professional Services Affiliate to another Person if such Professional Services Affiliate remains a Restricted Subsidiary) or of all or substantially all of the assets and property of such Guarantor, if such sale or disposition is made in compliance with Section 4.10; (2) such Guarantor is liquidated in accordance with the provisions of this Indenture; hereof; (23) if the Company Issuer designates any such Guarantor as an Unrestricted Subsidiary in compliance with the terms of this Indenture; (4) with respect to any Guarantor, if such Guarantor becomes an Excluded Subsidiary in compliance with the terms of this Indenture (and subject to the immediately succeeding paragraph); or (5) upon the satisfaction and discharge of this Indenture in accordance with Section 8.01 or (3) without limiting upon any Legal Defeasance or Covenant Defeasance. For the generality avoidance of doubt, no Guarantee of a Guarantor shall be released as a result of the foregoingissuance or sale of Preferred Equity Interests in a Restricted Subsidiary to a Strategic Investor. In addition, in the case of ETC or event any Guarantor which constitutes becomes an Excluded Subsidiary because it is no longer a Non-Core AssetWholly Owned Restricted Subsidiary, upon the sale or other disposition of any Equity Interest of ETC or such Guarantor shall not be released of its obligations under its Guarantee except pursuant to a transaction with a non-Affiliate for bona fide business purposes and the purpose of which constitutes a Non-Core Asset, respectivelywas not to evade the Guarantee requirements. Upon delivery by the Company Issuer to the Trustee and the Collateral Agent of an Officers' ’ Certificate and an Opinion of Counsel to the effect that all the conditions precedent to such sale or other disposition was made by the Company have been complied with or that such Guarantor has been released from its obligations under its Guarantee in accordance with the provisions any other provision of this Indenture, including without limitation Section 4.10 or 4.21 if applicable10.05, the Trustee and the Collateral Agent shall execute any documents reasonably required pursuant to written direction of the Issuer 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 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 (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.

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 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 (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 A Guarantor shall be released and relieved of its obligations under its Guarantee or Section 10.03, as the case may be upon: (1) if in connection with any direct or indirect sale, conveyance or other disposition of all the Capital Stock of such Guarantor (including any such sale, conveyance or other disposition after which such Guarantor is dissolved no long a Restricted Subsidiary and excluding any sale, conveyance or other disposition of the Capital Stock of a Professional Services Affiliate to another Person if such Professional Services Affiliate remains a Restricted Subsidiary) or of all or substantially all of the assets and property of such Guarantor, if such sale or disposition is made in compliance with Section 4.10; (2) such Guarantor is liquidated in accordance with the provisions of this Indenture; hereof; (23) if the Company Issuer designates any such Guarantor as an Unrestricted Subsidiary in compliance with the terms of this Indenture; or ; (34) without limiting the generality with respect to any Guarantor that initially provided its guarantee of the foregoingNotes pursuant to Section 4.13 (which, in for the case avoidance of ETC or doubt, does not include any Guarantor which constitutes a Non-Core Assetas of the Issue Date), upon the sale release or discharge (other disposition than a release or discharge by or as a result of any Equity Interest payment under such guarantee or payment in full of ETC or such Indebtedness) of the guarantee by such Guarantor which constitutes of the Indebtedness that resulted in the requirement for such Guarantor to provide its guarantee of the Notes; or (5) upon the satisfaction and discharge of this Indenture in accordance with Section 8.01 or upon any Legal Defeasance or Covenant Defeasance. For the avoidance of doubt, no Guarantee of a Non-Core Asset, respectivelyGuarantor shall be released as a result of the issuance or sale of Preferred Equity Interests in a Restricted Subsidiary to a Strategic Investor. Upon delivery by the Company Issuer to the Trustee and the Collateral Agent of an Officers' ’ Certificate and an Opinion of Counsel to the effect that all the conditions precedent to such sale or other disposition was made by the Company have been complied with or that such Guarantor has been released from its obligations under its Guarantee in accordance with the provisions any other provision of this Indenture, including without limitation Section 4.10 or 4.21 if applicable10.05, the Trustee and the Collateral Agent shall execute any documents reasonably required pursuant to written direction of the Issuer 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 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.