Common use of Releases of Subsidiary Guarantors Clause in Contracts

Releases of Subsidiary Guarantors. In the event of (i) the designation of any Subsidiary Guarantor as an Unrestricted Subsidiary of the Company pursuant to the provisions of SECTION 4.14 or (ii) a sale, conveyance, transfer or other disposition of all or substantially all of the properties or assets of any Subsidiary Guarantor to a Person other than the Company or any other Subsidiary Guarantor or an Unrestricted Subsidiary of the Company, by way of merger, consolidation or otherwise, or a sale or other disposition of all of the Capital Stock of any Subsidiary Guarantor, in either case, in a transaction or manner that does not violate any of the covenants or other provision of this Indenture, then such Subsidiary Guarantor (in the event of such a designation or a sale, conveyance, transfer or other disposition (other than a lease), by way of such a merger, consolidation or otherwise, or a disposition of all of the Capital Stock of such Subsidiary Guarantor) or the Person acquiring such properties or assets (in the event of a sale, conveyance, transfer or other disposition (other than a lease) of all or substantially all of the properties or assets of such Subsidiary Guarantor) will be released from and relieved of any obligations under this Indenture and its Subsidiary Guarantee, PROVIDED that (y) any Net Cash Proceeds of such sale or other disposition are applied in accordance with SECTION 4.11 as evidenced by an Officers' Certificate to such effect, and (z) all obligations of such Subsidiary Guarantor under all of its guarantees of, and under all of its pledges of assets or other security interests that secure, any other Indebtedness of the Company or its Restricted Subsidiaries shall also terminate upon such release, sale or disposition.

Releases of Subsidiary Guarantors. (a) In the event of (i) the designation of any Subsidiary Guarantor as an Unrestricted Subsidiary of the Company pursuant to the provisions of SECTION 4.14 or (ii) a sale, conveyance, transfer sale or other disposition of all or substantially all of the properties or assets of any Subsidiary Guarantor to a Person other than the Company or any other Subsidiary Guarantor or an Unrestricted Subsidiary of the CompanyGuarantor, by way of merger, consolidation or otherwise, or a sale or other disposition of all of the Capital Stock of any Subsidiary Guarantor, in each case to a Person that is not (either case, in before or after giving effect to such transactions) the Parent or a transaction or manner that does not violate any Restricted Subsidiary of the covenants Parent or other provision the merger or consolidation of this Indentureany Subsidiary Guarantor with or into the Company or another Guarantor, then such Subsidiary Guarantor (in the event of such a designation or a sale, conveyance, transfer sale or other disposition (other than a lease)disposition, by way of such a merger, consolidation or otherwise, or a disposition of all of the Capital Stock of such Subsidiary Guarantor) or the Person corporation acquiring such properties or assets the property (in the event of a sale, conveyance, transfer sale or other disposition (other than a lease) of all or substantially all of the properties or assets of such Subsidiary Guarantor) will be automatically released from and relieved of any obligations under this Indenture and its Subsidiary Note Guarantee, PROVIDED ; provided that (y) any the Net Cash Proceeds of such sale or other disposition are applied in accordance with SECTION 4.11 as evidenced the applicable provisions of this Indenture, including without limitation Section 4.10 hereof. Upon delivery by the Company to the Trustee of an Officers' Officer’s Certificate and an Opinion of Counsel to the effect that such effectsale or other disposition was made in accordance with the provisions of this Indenture, and (z) all obligations including without limitation Section 4.10 hereof, the Trustee will execute any documents reasonably required in order to evidence the release of such any Subsidiary Guarantor from its obligations under all of its guarantees of, and under all of its pledges of assets or other security interests that secure, any other Indebtedness of the Company or its Restricted Subsidiaries shall also terminate upon such release, sale or dispositionNote Guarantee.

Releases of Subsidiary Guarantors. In the event of (i) the designation of any Subsidiary Guarantor as an Unrestricted Subsidiary of the Company pursuant to the provisions of SECTION Section 4.14 or (ii) a sale, conveyance, transfer or other disposition of all or substantially all of the properties or assets of any Subsidiary Guarantor to a Person other than the Company or any other Subsidiary Guarantor or an Unrestricted Subsidiary of the Company, by way of merger, consolidation or otherwise, or a sale or other disposition of all of the Capital Stock of any Subsidiary Guarantor, in either case, in a transaction or manner that does not violate any of the covenants or other provision of this Indenture, then such Subsidiary Guarantor (in the event of such a designation or a sale, conveyance, transfer or other disposition (other than a lease), by way of such a merger, consolidation or otherwise, or a disposition of all of the Capital Stock of such Subsidiary Guarantor) or the Person acquiring such properties or assets (in the event of a sale, conveyance, transfer or other disposition (other than a lease) of all or substantially all of the properties or assets of such Subsidiary Guarantor) will be released from and relieved of any obligations under this Indenture and its Subsidiary Guarantee, PROVIDED provided that (y) any Net Cash Proceeds of such sale or other disposition are applied in accordance with SECTION Section 4.11 as evidenced by an Officers' Certificate to such effect, and (z) all obligations of such Subsidiary Guarantor under all of its guarantees of, and under all of its pledges of assets or other security interests that secure, any other Indebtedness of the Company or its Restricted Subsidiaries shall also terminate upon such release, sale or disposition.