Common use of Releases of Subsidiary Guarantees Clause in Contracts

Releases of Subsidiary Guarantees. The Subsidiary Guarantee of a Subsidiary Guarantor will be released: (1) in connection with any sale, disposition or other transfer (including through merger or consolidation) of (x) the Capital Stock of such Subsidiary Guarantor following which such Subsidiary Guarantor is no longer a Subsidiary of the Company or (y) all or substantially all the assets of the applicable Subsidiary Guarantor, in each case, to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary of the Company if such sale, disposition or other transfer is made in compliance with the applicable provisions of this Indenture and all of the obligations of the Subsidiary Guarantor under any Credit Facility and related documentation and any other agreements relating to any other Indebtedness of the Company or its Restricted Subsidiaries terminate upon consummation of such transaction; (2) in connection with the defeasance of the Notes and the Subsidiary Guarantees, to the extent that the obligations of the Company have been discharged thereby; or (3) if the Company designates any Restricted Subsidiary that is a Subsidiary Guarantor as an Unrestricted Subsidiary in accordance with the applicable provisions of this Indenture.

Appears in 2 contracts

Samples: First Supplemental Indenture (Quicksilver Resources Inc), First Supplemental Indenture (Quicksilver Resources Inc)

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Releases of Subsidiary Guarantees. The Subsidiary Guarantee of a Subsidiary Guarantor will be released: (1a) in connection with any sale, disposition or other transfer (including through merger or consolidation) of (x) of the Capital Stock of such Subsidiary Guarantor following which such Subsidiary Guarantor is no longer a Subsidiary of the Company or Company, (y) of all or substantially all the assets of the applicable Subsidiary Guarantor, in each case, to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary of the Company Company, and (z) following which the Subsidiary Guarantor is no longer a Restricted Subsidiary, if such sale, disposition or other transfer is made in compliance with the applicable provisions of this Indenture and all of the obligations of the Subsidiary Guarantor under any Credit Facility and related documentation and any other agreements relating to any other Indebtedness of the Company or its Restricted Subsidiaries terminate upon consummation of such transaction; (2b) in connection with the defeasance of the Notes and the Subsidiary Guarantees, to the extent that the obligations of the Company have been discharged thereby; or (3c) if the Company designates any Restricted Subsidiary that is a Subsidiary Guarantor as an Unrestricted Subsidiary in accordance with the applicable provisions of this Indenture.

Appears in 2 contracts

Samples: First Supplemental Indenture (Unit Corp), First Supplemental Indenture (Unit Corp)

Releases of Subsidiary Guarantees. The Subsidiary Guarantee of a Subsidiary Guarantor will be releasedreleased automatically: (1a) in connection with any sale, disposition or other transfer (including through merger or consolidation) ), other than by lease, of (x) the Capital Stock of such Subsidiary Guarantor following which such Subsidiary Guarantor is no longer a Subsidiary of the Company or (y) all or substantially all the assets of the applicable Subsidiary Guarantor, in each case, to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary of the Company if such sale, disposition or other transfer is made in compliance with the applicable provisions of this Indenture and all of the obligations of the Subsidiary Guarantor under any Credit Facility and related documentation and any other agreements relating to any other Indebtedness of the Company or its Restricted Subsidiaries terminate upon consummation of such transaction; (2b) in connection with the defeasance of the Notes and the Subsidiary Guarantees, to the extent that the obligations of the Company have been discharged thereby; or (3c) if the Company designates any Restricted Subsidiary that is a Subsidiary Guarantor as an Unrestricted Subsidiary in accordance with the applicable provisions of this Indenture.

Appears in 1 contract

Samples: Indenture (Quicksilver Resources Inc)

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Releases of Subsidiary Guarantees. The Subsidiary Guarantee of a Subsidiary Guarantor will shall be released: : (1) in connection with any sale, disposition sale or other transfer disposition of all or substantially all of the properties or assets of such Guarantor (including through by way of merger or consolidation) of (x) the Capital Stock of such Subsidiary Guarantor following which such Subsidiary Guarantor is no longer a Subsidiary of the Company or (y) all or substantially all the assets of the applicable Subsidiary Guarantor, in each case, to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary of the Company Company, if such sale, disposition the sale or other transfer is made in compliance disposition complies with the applicable provisions of this Indenture and all of the obligations of the Subsidiary Guarantor under any Credit Facility and related documentation and any other agreements relating to any other Indebtedness of the Company Section 4.10 hereof; or its Restricted Subsidiaries terminate upon consummation of such transaction; (2) in connection with the defeasance any sale or other disposition of all of the Notes and the Capital Stock of such Guarantor to a Person that is not (either before or after giving effect to such transaction) a Subsidiary Guarantees, to the extent that the obligations of the Company have been discharged therebyCompany, if the sale or other disposition complies with Section 4.10 hereof; or or (3) if the Company designates any Restricted Subsidiary that is a Subsidiary Guarantor as an Unrestricted Subsidiary in accordance with the applicable provisions of the Indenture; or (4) upon Discharge in accordance with Article 8 hereof. Upon delivery by the Company to the Trustee of an Officers’ Certificate to the effect that any of the foregoing clauses (1) – (4) has occurred, the Trustee shall execute any documents reasonably requested by the Company 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, premium, if any, and interest on the Notes and for the other obligations of such Guarantor under the Indenture as provided in this IndentureArticle 10.

Appears in 1 contract

Samples: First Supplemental Indenture (Whiting Petroleum Corp)

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