Releases of Subsidiary Guarantees. The Subsidiary Guarantee of a Guarantor will be automatically and unconditionally released: (1) in connection with any sale or other disposition of all or substantially all of the properties or assets of such Guarantor (including by way of merger, consolidation or amalgamation) to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary, if the sale or other disposition is conducted in accordance with Sections 4.10 and 5.01(b), as applicable; (2) in connection with any sale or other disposition of the Capital Stock of such Guarantor, following which such Guarantor is no longer a Restricted Subsidiary of the Company, if the sale or other disposition is conducted in accordance with Sections 4.10 and 5.01(b), as applicable; (3) upon Legal Defeasance, Covenant Defeasance or Discharge in accordance with Article 8; (4) unless an Event of Default has occurred and is continuing, upon the dissolution or liquidation of such Guarantor in compliance with Section 5.01(b); or (5) unless an Event of Default has occurred and is continuing, if such Guarantor ceases to have interests in Collateral that would require it to become a Guarantor under Section 4.13. Upon delivery by the Company to the Trustee of an Officers’ Certificate and an Opinion of Counsel to the effect that any of the conditions described in the foregoing clauses (1) through (5) has occurred, the Trustee shall execute any documents reasonably requested by the Company at the Company’s expense in order to evidence the release of any Guarantor (other than the Company) 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, premium, if any, and Additional Amounts, if any, on, the Notes and for the other obligations of such Guarantor under this Indenture as provided in this Article 10.
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Samples: Indenture (Pacific Drilling S.A.)
Releases of Subsidiary Guarantees. The Subsidiary Guarantee of a Guarantor will be automatically and unconditionally released: :
(1) in connection with any sale or other disposition of all or substantially all of the properties or assets of such that Guarantor (including by way of merger, consolidation merger or amalgamationconsolidation) to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted SubsidiarySubsidiary of the Company, if the sale or other disposition is conducted in accordance with Sections does not violate Section 4.10 and 5.01(b), as applicable; of this Indenture;
(2) in connection with any sale or other disposition of all of the Capital Stock of a Guarantor to a Person that is not (either before or after giving effect to such Guarantor, following which such Guarantor is no longer transaction) the Company or a Restricted Subsidiary of the Company, if the sale or other disposition does not violate Section 4.10 of this Indenture;
(3) if the Company designates any Restricted Subsidiary that is conducted a Guarantor to be an Unrestricted Subsidiary in accordance with Sections 4.10 and 5.01(b), as applicablethe applicable provisions of this Indenture; (3) upon Legal Defeasance, Covenant Defeasance or Discharge in accordance with Article 8; or
(4) unless an Event of Default has occurred upon legal defeasance or satisfaction and is continuing, upon the dissolution or liquidation of such Guarantor in compliance with Section 5.01(b); or (5) unless an Event of Default has occurred and is continuing, if such Guarantor ceases to have interests in Collateral that would require it to become a Guarantor under Section 4.13. Upon delivery by the Company to the Trustee of an Officers’ Certificate and an Opinion of Counsel to the effect that any discharge of the conditions described in the foregoing clauses (1) through (5) has occurred, the Trustee shall execute any documents reasonably requested by the Company at the Company’s expense in order to evidence the release notes as provided under Article 8 or Article 11 of any Guarantor (other than the Company) from its obligations under its Subsidiary Guaranteethis Indenture. Any Guarantor not released from its obligations under its Subsidiary Guarantee shall will remain liable for the full amount of principal of and interest, premium, if any, and Additional Amounts, if any, on, interest on the Notes and for the other obligations of such any Guarantor under this Indenture as provided in this Article 10.
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Samples: Indenture (Broder Bros Co)
Releases of Subsidiary Guarantees. The Subsidiary Guarantee of a Subsidiary Guarantor will shall be automatically and unconditionally released: (1) in connection with any sale or other disposition of all or substantially all of the properties or assets of such Subsidiary Guarantor (including by way of merger, consolidation merger or amalgamationconsolidation) to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted SubsidiarySubsidiary of the Parent, if the sale or other disposition is conducted in accordance with Sections 4.10 and 5.01(b), as applicabledoes not violate Section 4.09; (2) in connection with any sale or other disposition of the Capital Stock of such Guarantor, following which Subsidiary Guarantor to a Person that is not (either before or after giving effect to such Guarantor is no longer transaction) a Restricted Subsidiary of the CompanyParent, if the sale or other disposition is conducted in accordance with Sections 4.10 does not violate Section 4.09 and 5.01(b), the Subsidiary Guarantor ceases to be a Restricted Subsidiary of the Parent as applicablea result of such sale or disposition; (3) if the Parent designates any Restricted Subsidiary that is a Subsidiary Guarantor as an Unrestricted Subsidiary in accordance with Section 4.19 of this Indenture; (4) upon Legal Defeasance, Defeasance or Covenant Defeasance or Discharge in accordance with Article 8; (4) unless an Event of Default has occurred and is continuing, upon the dissolution or liquidation of such Guarantor in compliance with Section 5.01(b); or (5) unless an Event of Default has occurred and is continuing, if at such time as such Subsidiary Guarantor ceases to have interests in Collateral that would require it to become a guarantee any Indebtedness of the Parent, either Issuer or any other Subsidiary Guarantor under Section 4.13any Credit Facility. Upon delivery by the Company to the Trustee of an Officers’ Certificate and an Opinion of Counsel to the effect that any of the conditions described in the foregoing clauses (1) through (5) has occurred, the Trustee shall execute any documents reasonably requested by the Company at the Company’s expense in order to evidence the release of any Guarantor (other than the Company) 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, premium, if any, and Additional Amounts, if any, on, the Notes and for the other obligations of such Guarantor under this Indenture as provided in this Article 10.–
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Samples: Indenture Agreement (Summit Midstream Partners, LP)
Releases of Subsidiary Guarantees. The Subsidiary Guarantee of a Guarantor will shall be automatically and unconditionally released: (1) in connection with any sale or other disposition of all or substantially all of the properties or assets of such Guarantor (including by way of merger, consolidation merger or amalgamationconsolidation) to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted SubsidiarySubsidiary of the Company, if the sale or other disposition is conducted in accordance complies with Sections 4.10 and 5.01(b), as applicableSection 4.10; (2) in connection with any sale or other disposition of all of the Capital Stock of such Guarantor, following which Guarantor to a Person that is not (either before or after giving effect to such Guarantor is no longer transaction) a Restricted Subsidiary of the Company, if the sale or other disposition is conducted in accordance complies with Sections 4.10 and 5.01(b), as applicableSection 4.10; (3) if the Company designates any Restricted Subsidiary that is a Guarantor as an Unrestricted Subsidiary in accordance with Section 4.20 of this Indenture; (4) upon Legal Defeasance, Defeasance or Covenant Defeasance or Discharge in accordance with Article 8; (4) unless an Event of Default has occurred and is continuing, upon the dissolution or liquidation of such Guarantor in compliance with Section 5.01(b); or (5) unless an Event in the case of Default has occurred and is continuingany Guarantor other than the Operating Company, if at such time as such Guarantor ceases to have interests in Collateral that would require it to become a Guarantor under Section 4.13. Upon delivery by the Company to the Trustee guarantee any other Indebtedness of an Officers’ Certificate and an Opinion of Counsel to the effect that any either of the conditions described Issuers and any Indebtedness of the Operating Company; or (6) in the foregoing clauses (1) through (5) has occurredcase of the Operating Company, at such time as the Trustee shall execute Operating Company ceases to guarantee any documents reasonably requested by other Indebtedness of either of the Company at the Company’s expense in order Issuers, provided that it is then no longer an obligor with respect to evidence the release of any Guarantor (other than the Company) from its obligations Indebtedness 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, premium, if any, and Additional Amounts, if any, on, the Notes and for the other obligations of such Guarantor under this Indenture as provided in this Article 10any Credit Facility.
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Samples: Indenture (Inergy L P)
Releases of Subsidiary Guarantees. The Subsidiary Guarantee of a Guarantor will shall be automatically and unconditionally released: (1) in connection with any sale or other disposition of all or substantially all of the properties or assets of such Guarantor (including by way of merger, consolidation merger or amalgamationconsolidation) to a Person that is not (either before or after giving effect to such transaction) a Subsidiary of the Company or a Restricted SubsidiaryCompany, if the sale or other disposition is conducted in accordance complies with Sections Section 4.10 and 5.01(b), as applicablehereof; or (2) in connection with any sale or other disposition of all of the Capital Stock of such Guarantor, following which Guarantor to a Person that is not (either before or after giving effect to such Guarantor is no longer transaction) a Restricted Subsidiary of the Company, if the sale or other disposition complies with Section 4.10 hereof; or (3) if the Company designates any Restricted Subsidiary that is conducted a Guarantor as an Unrestricted Subsidiary in accordance with Sections 4.10 and 5.01(b), as applicablethe applicable provisions of the Indenture; or (34) upon Legal Defeasance, Covenant Defeasance or Discharge in accordance with Article 8; (4) unless an Event of Default has occurred and is continuing, upon the dissolution or liquidation of such Guarantor in compliance with Section 5.01(b); or (5) unless an Event of Default has occurred and is continuing, if such Guarantor ceases to have interests in Collateral that would require it to become a Guarantor under Section 4.138 hereof. Upon delivery by the Company to the Trustee of an Officers’ Certificate and an Opinion of Counsel to the effect that any of the conditions described in the foregoing clauses (1) through – (54) has occurred, the Trustee shall execute any documents reasonably requested by the Company at the Company’s expense in order to evidence the release of any Guarantor (other than the Company) 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 interestReduced Principal Amount of, premium, if any, and Additional Amounts, if any, on, interest on the Notes and for the other obligations of such Guarantor under this the Indenture as provided in this Article 10.
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Samples: Second Supplemental Indenture (Whiting Petroleum Corp)
Releases of Subsidiary Guarantees. The Subsidiary Guarantee of a Guarantor will shall be released automatically and unconditionally releasedwithout the need for further action by any Person: (1) in connection with any sale or other disposition of all or substantially all of the properties or assets of such Guarantor (including by way of merger, consolidation merger or amalgamationconsolidation) to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted SubsidiarySubsidiary of the Company, if the sale or other disposition is conducted in accordance complies with Sections 4.10 and 5.01(b), as applicableSection 4.10; (2) in connection with any sale or other disposition of all of the Capital Stock of such Guarantor, following which Guarantor to a Person that is not (either before or after giving effect to such Guarantor is no longer transaction) a Restricted Subsidiary of the Company, if the sale or other disposition is conducted in accordance complies with Sections 4.10 and 5.01(b), as applicableSection 4.10; (3) if the Company designates any Restricted Subsidiary that is a Guarantor as an Unrestricted Subsidiary in accordance with Section 4.19 of this Indenture; (4) upon Legal Defeasance, Defeasance or Covenant Defeasance or Discharge in accordance with Article 8; (45) unless an upon the liquidation or dissolution of such Guarantor, provided no Default or Event of Default has occurred and that is continuing, upon the dissolution or liquidation of such Guarantor in compliance with Section 5.01(b); or (56) unless an prior to a Discharge of Priority Lien Obligations (as defined in the Intercreditor Agreement) and provided no Default or Event of Default has occurred and that is continuing, if in the case of any Guarantor other than the Operating Partnership, at such time as such Guarantor ceases to have interests in Collateral that would require it to become a Guarantor under Section 4.13. Upon delivery by the Company to the Trustee guarantee any other Indebtedness for borrowed money of an Officers’ Certificate and an Opinion of Counsel to the effect that any either of the conditions described in the foregoing clauses (1) through (5) has occurredIssuers, the Trustee shall execute any documents reasonably requested by the Company at the Company’s expense in order to evidence the release of any Guarantor (other than or the Company) 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, premium, if any, and Additional Amounts, if any, on, the Notes and for the other obligations of such Guarantor under this Indenture as provided in this Article 10Operating Partnership.
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Releases of Subsidiary Guarantees. The Subsidiary Guarantee of a Guarantor will shall be released automatically and unconditionally releasedwithout the need for further action by any Person: (1) in connection with any sale or other disposition of all or substantially all of the properties or assets of such Guarantor (including by way of merger, consolidation merger or amalgamationconsolidation) to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted SubsidiarySubsidiary of the Company, if the sale or other disposition is conducted in accordance complies with Sections 4.10 and 5.01(b), as applicableSection 4.10; (2) in connection with any sale or other disposition of all of the Capital Stock of such Guarantor, following which Guarantor to a Person that is not (either before or after giving effect to such Guarantor is no longer transaction) a Restricted Subsidiary of the Company, if the sale or other disposition is conducted in accordance complies with Sections 4.10 and 5.01(b), as applicableSection 4.10; (3) if the Company designates any Restricted Subsidiary that is a Guarantor as an Unrestricted Subsidiary in accordance with Section 4.20 of this Indenture; (4) upon Legal Defeasance, Defeasance or Covenant Defeasance or Discharge in accordance with Article 8; (45) unless an upon the liquidation or dissolution of such Guarantor, provided no Default or Event of Default has occurred and that is continuing, upon the dissolution or liquidation of such Guarantor in compliance with Section 5.01(b); or (56) unless an prior to a Discharge of Priority Lien Obligations and provided no Default or Event of Default has occurred and that is continuing, if in the case of any Guarantor other than the Operating Partnership, at such time as such Guarantor ceases to have interests in Collateral that would require it to become a Guarantor under Section 4.13. Upon delivery by the Company to the Trustee guarantee any other Indebtedness for borrowed money of an Officers’ Certificate and an Opinion of Counsel to the effect that any either of the conditions described in the foregoing clauses (1) through (5) has occurredIssuers, the Trustee shall execute any documents reasonably requested by the Company at the Company’s expense in order to evidence the release of any Guarantor (other than or the Company) 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, premium, if any, and Additional Amounts, if any, on, the Notes and for the other obligations of such Guarantor under this Indenture as provided in this Article 10Operating Partnership.
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