Releases. (a) In the event of any sale or other disposition of all or substantially all of the assets of any Guarantor, by way of merger, consolidation or otherwise, or a sale or other disposition of all of the Capital Stock of any Guarantor, in each case to a Person that is not (either before or after giving effect to such transactions) the Company or a Restricted Subsidiary of the Company, then such Guarantor (in the event of a sale or other disposition, by way of merger, consolidation or otherwise, of all of the Capital Stock of such Guarantor) or the corporation acquiring the property (in the event of a sale or other disposition of all or substantially all of the assets of such Guarantor) will be released and relieved of any obligations under its Subsidiary Guarantee, provided that the Net Proceeds of such sale or other disposition are applied in accordance with the applicable provisions of this Indenture, including without limitation Section 10.12. 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 10.12, the Trustee will execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations under its Subsidiary Guarantee. (b) In addition, each Guarantor will be released and relieved of any obligations under its Subsidiary Guarantee: (i) upon designation of such Guarantor as an Unrestricted Subsidiary in accordance with the terms of this Indenture; (ii) upon Legal Defeasance in accordance with Article Thirteen of this Indenture or satisfaction and discharge of this Indenture in accordance with Article Four of this Indenture; (iii) upon the liquidation or dissolution of such Guarantor, provided that no Default or Event of Default shall have occurred and is continuing; or (iv) at such time as such Guarantor does not have outstanding any Guarantee of any Indebtedness (other than the Notes) of the Company or any Guarantor in excess of $10.0 million in aggregate principal amount. (c) Any Guarantor not released from its obligations under its Subsidiary Guarantee as provided in this Section 14.5 will remain liable for the full amount of principal of and interest and premium, if any, on the Notes and for the other obligations of any Guarantor under this Indenture as provided in this Article Fourteen.
Appears in 6 contracts
Samples: Sixteenth Supplemental Indenture (Plains Exploration & Production Co), Eleventh Supplemental Indenture (Plains Exploration & Production Co), Third Supplemental Indenture (Plains Exploration & Production Co)
Releases. (a) In the event of any sale or other disposition of all or substantially all of the assets of any Guarantor, by way of merger, consolidation or otherwise, or a sale or other disposition of all of the Capital Stock of any Guarantor, in each case to a Person that is not (either before or after giving effect to such transactionstransaction) the Company or a Restricted Subsidiary of the Company, then such Guarantor the corporation acquiring the property will be released and relieved of any obligations under the Guarantee.
(in b) In the event of any sale or other disposition of Capital Stock of any Guarantor to a Person that is not (either before or after giving effect to such transaction) the Company or a Subsidiary of the Company and such Guarantor ceases to be a Subsidiary of the Company as a result of the sale or other disposition, by way of merger, consolidation or otherwise, of all of the Capital Stock of then such Guarantor) or the corporation acquiring the property (in the event of a sale or other disposition of all or substantially all of the assets of such Guarantor) Guarantor will be released and relieved of any obligations under its Subsidiary Guarantee.
(c) Upon Legal Defeasance or Covenant Defeasance in accordance with Article 8 hereof or satisfaction and discharge of this Indenture in accordance with Article 11 hereof, provided that each Guarantor will be released and relieved of any obligations under any Guarantee. In the Net Proceeds case of clauses (a) and (b) above, such sale or other disposition are applied or merger or consolidation shall be made in accordance with the applicable provisions of this Indenture, including without limitation Indenture as established pursuant to Section 10.122.02 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 Indenture, including without limitation Section 10.12, the Trustee will execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations under its Subsidiary Guarantee.
(b) In addition, each Guarantor will be released and relieved of any obligations under its Subsidiary Guarantee:
(i) upon designation of such Guarantor as an Unrestricted Subsidiary in accordance with the terms of this Indenture;
(ii) upon Legal Defeasance in accordance with Article Thirteen of this Indenture or satisfaction and discharge of this Indenture in accordance with Article Four of this Indenture;
(iii) upon the liquidation or dissolution of such Guarantor, provided that no Default or Event of Default shall have occurred and is continuing; or
(iv) at such time as such Guarantor does not have outstanding any Guarantee of any Indebtedness (other than the Notes) of the Company or any Guarantor in excess of $10.0 million in aggregate principal amount.
(c) . Any Guarantor not released from its obligations under its Subsidiary any Guarantee as provided in this Section 14.5 10.04 will remain liable for the full amount of principal of and interest and premiumof, premium on, if any, on and interest on, if any, the Notes Securities of such Series and for the other obligations of any Guarantor under this Indenture as provided in this Article Fourteen10.
Appears in 6 contracts
Samples: Indenture (Toreador Resources Corp), Indenture (Toreador Resources Corp), Indenture (Toreador Resources Corp)
Releases. (a) In the event of any sale or other disposition of all or substantially all of the assets of any Guarantor, by way of merger, consolidation or otherwise, or a sale or other disposition of all of the Capital Stock of any Guarantor, in each case to a Person that is not (either before or after giving effect to such transactions) the Company or a Restricted Subsidiary of the Company, then such Guarantor (in the event of a sale or other disposition, by way of merger, consolidation or otherwise, of all of the Capital Stock of such Guarantor) or the corporation acquiring the property (in the event of a sale or other disposition of all or substantially all of the assets of such Guarantor) will be released and relieved of any obligations under its Subsidiary Note Guarantee, ; provided that the Net Proceeds of such sale or other disposition are applied in accordance with the applicable provisions of this Indenture, including without limitation Section 10.124.10 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 Indenture, including without limitation Section 10.124.10 hereof, the Trustee will execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations under its Subsidiary Note Guarantee.
(b) In additionUpon designation of any Guarantor as an Unrestricted Subsidiary in accordance with the terms of this Indenture, such Guarantor will be released and relieved of any obligations under its Note Guarantee.
(c) Upon Legal Defeasance in accordance with Article 8 hereof or satisfaction and discharge of this Indenture in accordance with Article 11 hereof, each Guarantor will be released and relieved of any obligations under its Subsidiary Note Guarantee:
(i) upon designation of such Guarantor as an Unrestricted Subsidiary in accordance with the terms of this Indenture;
(ii) upon Legal Defeasance in accordance with Article Thirteen of this Indenture or satisfaction and discharge of this Indenture in accordance with Article Four of this Indenture;
(iii) upon the liquidation or dissolution of such Guarantor, provided that no Default or Event of Default shall have occurred and is continuing; or
(iv) at such time as such Guarantor does not have outstanding any Guarantee of any Indebtedness (other than the Notes) of the Company or any Guarantor in excess of $10.0 million in aggregate principal amount.
(c) . Any Guarantor not released from its obligations under its Subsidiary Note Guarantee as provided in this Section 14.5 10.05 will remain liable for the full amount of principal of and interest and premiumpremium and Liquidated Damages, if any, on the Notes and for the other obligations of any Guarantor under this Indenture as provided in this Article Fourteen10.
Appears in 4 contracts
Samples: Indenture (Harry & David Holdings, Inc.), Indenture (Canadian Satellite Radio Inc.), Indenture (Metropcs Communications Inc)
Releases. (a) In the event of any sale or other disposition of all or substantially all of the assets of any Guarantor, by way of merger, consolidation or otherwise, or a sale or other disposition of all of the Capital Stock of any Guarantor, in each case to a Person that is not (either before or after giving effect to such transactions) the Company or a Restricted Subsidiary of the Company, then such Guarantor (in the event of a sale or other disposition, by way of merger, consolidation or otherwise, of all of the Capital Stock of such Guarantor) or the corporation acquiring the property (in the event of a sale or other disposition of all or substantially all of the assets of such Guarantor) will be released and relieved of any obligations under its Subsidiary Note Guarantee, ; provided that such sale or other disposition does not violate Section 4.10 hereof and, in the Net Proceeds case of a sale or other disposition of Capital Stock of such Guarantor, such Guarantor ceases to be a Restricted Subsidiary of the Company as a result of such sale or other disposition are applied in accordance with the applicable provisions of this Indenture, including without limitation Section 10.12disposition. 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 Supplemental Indenture, including without limitation Section 10.124.10 hereof, the Trustee will execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations under its Subsidiary Note Guarantee.
(b) In additionUpon designation of any Guarantor as an Unrestricted Subsidiary in accordance with the terms of this Supplemental Indenture, such Guarantor will be released and relieved of any obligations under its Note Guarantee.
(c) Upon Legal Defeasance in accordance with Article 8 hereof or satisfaction and discharge of this Supplemental Indenture in accordance with Article 11 hereof, each Guarantor will be released and relieved of any obligations under its Subsidiary Note Guarantee:.
(id) upon designation of such Guarantor as an Unrestricted Subsidiary in accordance with the terms of this Indenture;
(ii) upon Legal Defeasance in accordance with Article Thirteen of this Indenture or satisfaction and discharge of this Indenture in accordance with Article Four of this Indenture;
(iii) upon Upon the liquidation or dissolution of such any Guarantor, provided that no Default or Event of Default shall have has occurred and is continuing; or
(iv) at such time as , such Guarantor does not have outstanding any Guarantee will be released and relieved of any Indebtedness (other than the Notes) of the Company or any Guarantor in excess of $10.0 million in aggregate principal amount.
(c) obligations under its Note Guarantee. Any Guarantor not released from its obligations under its Subsidiary Note Guarantee as provided in this Section 14.5 10.05 will remain liable for the full amount of principal of and interest and premium, if any, on the Notes and for the other obligations of any Guarantor under this Supplemental Indenture as provided in this Article Fourteen10.
Appears in 4 contracts
Samples: Fifth Supplemental Indenture (Metropcs Communications Inc), Sixth Supplemental Indenture (Metropcs Communications Inc), Second Supplemental Indenture (Metropcs Communications Inc)
Releases. (a) In Notwithstanding anything to the event contrary contained in either Credit Agreement, herein or in any other Loan Document, upon request of Borrower in connection with any Disposition of Property permitted by the Loan Documents, the Agent shall (without notice to or vote or consent of any sale or other disposition Secured Creditor) take such actions as shall be required to release the Security Interest in any Collateral being Disposed of all or substantially all of in such Disposition, to the assets of any Guarantor, by way of merger, consolidation or otherwise, or a sale or other disposition of all of the Capital Stock of any Guarantor, in each case extent necessary to a Person that is not (either before or after giving effect to such transactions) the Company or a Restricted Subsidiary of the Company, then such Guarantor (in the event of a sale or other disposition, by way of merger, consolidation or otherwise, of all of the Capital Stock permit consummation of such Guarantor) or Disposition in accordance with the corporation acquiring the property (in the event of a sale or other disposition of all or substantially all of the assets of such Guarantor) will be released and relieved of any obligations under its Subsidiary GuaranteeLoan Documents, provided that the Net Proceeds Borrower shall have delivered to the Agent, at least five (5) Business Days prior to the date of the proposed release, a written request for release identifying the relevant Collateral being Disposed of in such Disposition and the terms of such sale or Disposition in reasonable detail, including the date thereof, the price thereof and any estimated expenses in connection therewith, together with a certification by Borrower stating that such transaction is in compliance with the Credit Agreement and the other disposition are Loan Documents and that the proceeds of such Disposition will be applied in accordance with the applicable provisions of this Indenture, including without limitation Section 10.12. Upon delivery by Credit Agreement and 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 10.12, the Trustee will execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations under its Subsidiary GuaranteeLoan Documents.
(b) In additionAt the request and sole expense of Borrower, each a Subsidiary Guarantor will shall be released and relieved of any obligations under its Subsidiary Guarantee:
(i) upon designation of such Guarantor as an Unrestricted Subsidiary in accordance with the terms of this Indenture;
(ii) upon Legal Defeasance in accordance with Article Thirteen of this Indenture or satisfaction and discharge of this Indenture in accordance with Article Four of this Indenture;
(iii) upon the liquidation or dissolution of such Guarantor, provided that no Default or Event of Default shall have occurred and is continuing; or
(iv) at such time as such Guarantor does not have outstanding any Guarantee of any Indebtedness (other than the Notes) of the Company or any Guarantor in excess of $10.0 million in aggregate principal amount.
(c) Any Guarantor not released from its obligations under its hereunder in the event that all the capital stock or other equity interests of such Subsidiary Guarantee as Guarantor shall be Disposed of in a transaction permitted by the applicable Credit Agreement; provided that such Borrower shall have delivered to the Agent, at least five (5) Business Days prior to the date of the proposed release, a written request for release identifying the relevant Subsidiary Guarantor and the terms of the Disposition in this Section 14.5 will remain liable for reasonable detail, including the full amount of principal of price thereof and interest any expenses in connection therewith, together with a certification by Borrower stating that such transaction is in compliance with the Credit Agreement and premium, if any, on the Notes and for the other obligations Loan Documents and that the Proceeds of any Guarantor under this Indenture as provided such Disposition will be applied in this Article Fourteenaccordance therewith.
Appears in 3 contracts
Samples: Guarantee and Collateral Agreement (PNG Ventures Inc), Guarantee and Collateral Agreement (Earth Biofuels Inc), Guarantee and Collateral Agreement (Earth Biofuels Inc)
Releases. (a) In the event of any sale or other disposition of all or substantially all of the assets of any Guarantor, by way of merger, consolidation or otherwise, or a sale or other disposition of all of the Capital Stock of any Guarantor, in each case to a Person that is not (either before or after giving effect to such transactionstransaction) the Company or a Restricted Subsidiary of the Company, then such Guarantor (in the event of a sale or other disposition, by way of merger, consolidation or otherwise, of all of the Capital Stock of such Guarantor) or the corporation acquiring the property (in the event of a sale or other disposition of all or substantially all of the assets of such Guarantor) will shall be released and relieved of any obligations under its Subsidiary Guarantee, ; provided that the Net Proceeds of such sale or other disposition are applied in accordance with the applicable provisions of this the Indenture, including without limitation Section 10.124.10 of the Indenture. 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 the Indenture, including without limitation Section 10.124.10 of the Indenture, the Trustee will shall execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations under its Subsidiary Guarantee.
(b) In addition, each Guarantor will be released and relieved of If the Company designates any obligations under its Restricted Subsidiary Guarantee:
(i) upon designation of such that is a Guarantor as an Unrestricted Subsidiary in accordance with Section 4.18 of the terms Indenture, then such Guarantor shall be released and relieved of this Indenture;
(ii) upon Legal Defeasance any Obligations under its Subsidiary Guarantee in accordance with Article Thirteen of this Indenture or satisfaction and discharge of this Indenture in accordance with Article Four of this Indenture;
(iii) upon the liquidation or dissolution of such Guarantor, provided that no Default or Event of Default shall have occurred and is continuing; or
(iv) at such time as such Guarantor does not have outstanding any Guarantee of any Indebtedness (other than the Notes) provisions of the Company or any Guarantor in excess of $10.0 million in aggregate principal amountIndenture.
(c) Upon the full and unconditional release of a Guarantee by a Subsidiary under all then outstanding Credit Facilities, then such Guarantor shall be released and relieved of any Obligations under its Subsidiary Guarantee in accordance with the provisions of the Indenture; provided, however, that in the event that any such Subsidiary thereafter Guarantees any Indebtedness of the Company under any Credit Facility (or if any released Guarantee under any Credit Facility is reinstated or renewed), then such Subsidiary shall be required to be a Guarantor by executing a supplemental indenture and providing the Trustee with an Officer's Certificate and an Opinion of Counsel.
(d) Any Guarantor not released from its obligations under its Subsidiary Guarantee as provided in this Section 14.5 will shall remain liable for the full amount of principal of and interest and premium, if any, on the Notes and for the other obligations of any Guarantor under this the Indenture as provided in this Article Fourteen10 of the Indenture.
Appears in 3 contracts
Samples: Indenture (Neighborcare Inc), Supplemental Indenture (Genesis Healthcare Corp), Supplemental Indenture (Genesis Healthcare Corp)
Releases. (a) In the event The Subsidiary Guarantee of a Guarantor will be released:
(i) in connection with any sale or other disposition of all or substantially all of the assets of any Guarantor, that Guarantor (including by way of mergermerger or consolidation), consolidation if the disposition is to the Company or otherwise, another Guarantor or a if the Company applies the Net Proceeds of that sale or other disposition of all of the Capital Stock of any Guarantor, in each case to a Person that is not (either before or after giving effect to such transactions) the Company or a Restricted Subsidiary of the Company, then such Guarantor (in the event of a sale or other disposition, by way of merger, consolidation or otherwise, of all of the Capital Stock of such Guarantor) or the corporation acquiring the property (in the event of a sale or other disposition of all or substantially all of the assets of such Guarantor) will be released and relieved of any obligations under its Subsidiary Guarantee, provided that the Net Proceeds of such sale or other disposition are applied in accordance with the applicable provisions of this the Indenture, including without limitation Section 10.124.10 thereof;
(ii) in connection with any sale of all of the capital stock of a Guarantor, if the Company applies the Net Proceeds of that sale in accordance with the applicable provisions of the Indenture, including without limitation Section 4.10 thereof;
(iii) if the Company designates any Restricted Subsidiary that is a Guarantor as an Unrestricted Subsidiary; or
(iv) upon the release or discharge of all guarantees of such Guarantor, and all pledges of property or assets of such Guarantor securing, all other Indebtedness of the Company and the other Guarantors. 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 the Indenture, including without limitation Section 10.124.10 of the Indenture, the Trustee will shall execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations under its Subsidiary Guarantee.
(b) In addition, each Guarantor will be released and relieved of any obligations under its Subsidiary Guarantee:
(i) upon designation of such Guarantor as an Unrestricted Subsidiary in accordance with the terms of this Indenture;
(ii) upon Legal Defeasance in accordance with Article Thirteen of this Indenture or satisfaction and discharge of this Indenture in accordance with Article Four of this Indenture;
(iii) upon the liquidation or dissolution of such Guarantor, provided that no Default or Event of Default shall have occurred and is continuing; or
(iv) at such time as such Guarantor does not have outstanding any Guarantee of any Indebtedness (other than the Notes) of the Company or any Guarantor in excess of $10.0 million in aggregate principal amount.
(c) Any Guarantor not released from its obligations under its Subsidiary Guarantee as provided in this Section 14.5 will shall remain liable for the full amount of principal of and interest and premium, if any, on the Notes and for the other obligations of any Guarantor under this the Indenture as provided in this Article Fourteen11 of the Indenture.
Appears in 3 contracts
Samples: Supplemental Indenture (BRP (Luxembourg) 4 S.a.r.l.), Supplemental Indenture (BRP (Luxembourg) 4 S.a.r.l.), Supplemental Indenture (BRP (Luxembourg) 4 S.a.r.l.)
Releases. The Guarantee of a Guarantor will be deemed automatically discharged and released:
(a1) In in connection with any direct or indirect sale, conveyance or other disposition of the event capital stock of that Guarantor (including by way of merger, amalgamation or consolidation) following which such Guarantor ceases to be a direct or indirect Subsidiary of the Company if such sale or disposition is made in compliance with Section 4.10 and either Section 10.04 or Section 5.01 or any sale or other disposition of all or substantially all of the assets of any Guarantor, such Guarantor (including by way of merger, consolidation amalgamation or otherwise, or a sale or consolidation) to any Person other disposition of all of the Capital Stock of any Guarantor, in each case than to a Person that is not (either before or after giving effect to such transactions) the Company or a Restricted any Subsidiary of the Company, then ;
(2) if such Guarantor (in the event of a sale is dissolved or other disposition, by way of merger, consolidation or otherwise, of all of the Capital Stock of such Guarantor) or the corporation acquiring the property (in the event of a sale or other disposition of all or substantially all of the assets of such Guarantor) will be released and relieved of any obligations under its Subsidiary Guarantee, provided that the Net Proceeds of such sale or other disposition are applied in accordance with the applicable provisions of this Indenture, including without limitation Section 10.12. 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 liquidated in accordance with the provisions of this Indenture, including without limitation Section 10.12, the Trustee will execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations under its Subsidiary Guarantee.;
(b3) In addition, each Guarantor will be released and relieved of if the Company designates any obligations under its Subsidiary Guarantee:
(i) upon designation of such Guarantor as an Unrestricted Subsidiary in accordance compliance with the terms of this Indenture;
(4) upon the transfer of such Guarantor in a transaction that (i) qualifies as a Permitted Investment or as a Restricted Payment that is not prohibited under Section 4.07 if following such transfer such Guarantor ceases to be a direct or indirect Restricted Subsidiary of the Company or (ii) following such transaction, such Guarantor is a Restricted Subsidiary that is not required to become a Guarantor pursuant to Section 4.15;
(5) upon Legal Defeasance in accordance with Article Thirteen of this Indenture or satisfaction and discharge of this Indenture in accordance with Article Four of this Indenture;
(iii) upon the liquidation 8 or dissolution of such GuarantorArticle 11 hereof, provided that no Default or Event of Default shall have occurred and is continuingas applicable; or
(iv6) at such time as such Guarantor does not have outstanding any Guarantee in the case of any Restricted Subsidiary which after the date of this Indenture is required to guarantee the Notes pursuant to Section 4.15, the release or discharge of the guarantee by such Restricted Subsidiary of all Indebtedness (other than the Notes) of the Company or any Guarantor Restricted Subsidiary or the repayment of all the Indebtedness which resulted in excess of $10.0 million in aggregate principal amount.
(c) an obligation to guarantee the Notes. Any Guarantor not released from its obligations under its Subsidiary Guarantee as provided in this Section 14.5 10.05 will remain liable for the full amount of principal of and interest and premiumof, premium on, if any, on and interest on, the Notes and for the other obligations of any Guarantor under this Indenture as provided in this Article Fourteen10.
Appears in 3 contracts
Samples: Indenture (Six Flags Entertainment Corp), Indenture (Six Flags Entertainment Corp), Indenture (Six Flags Entertainment Corp)
Releases. (a) In Upon the event request of any sale Loan Party in connection with any Disposition of Collateral or any other disposition transaction involving a proposed release of all Collateral or substantially all any guarantee (other than in connection with the exercise of any Collateral Agent’s rights and remedies in respect of the assets of Collateral provided for herein) by any GuarantorLoan Party, by way of mergerin each case to the extent permitted (if addressed therein, consolidation or or, otherwise, or a sale or not prohibited) by the terms of the Credit Agreement and by the terms of the other disposition applicable Financing Documents (including pursuant to Section 10.4 of the Credit Agreement) and in accordance with the requirements (if any) of the relevant Security Documents, the Collateral Agent will, at the Borrower’s request and sole cost and expense, execute and deliver to such Loan Party such releases and other documents (including UCC termination statements, reconveyances, customary pay off letters and return of Collateral) as such Loan Party may reasonably request to evidence and effectuate the concurrent release of (A) with respect to any Disposition, any Lien granted under any of the Security Documents in any Collateral being disposed of in connection with such Disposition, (B) with respect to any Disposition in respect of all of the Capital Stock in, or assets of, such Loan Party, such Loan Party from its Secured Obligations under the Financing Documents and/or such assets from the Lien granted under any of the Security Documents, or (C) with respect to any Guarantor, in each case to a Person Subsidiary Guarantor that is not (either before designated as an Unrestricted Subsidiary or after giving effect where it is otherwise expressly provided that such Subsidiary is no longer required to be a Guarantor under the Credit Agreement and the other applicable Financing Documents, such transactions) Subsidiary from its Secured Obligations under the Company or a Restricted Subsidiary of the Company, then such Guarantor (in the event of a sale or other disposition, by way of merger, consolidation or otherwise, of all of the Capital Stock of such Guarantor) or the corporation acquiring the property (in the event of a sale or other disposition of all or substantially all of Financing Documents and/or the assets of such Guarantor) will be released and relieved Subsidiary from the Lien granted under any of any obligations under its Subsidiary Guarantee, provided that the Net Proceeds of such sale or other disposition are applied in accordance with the applicable provisions of this Indenture, including without limitation Section 10.12. 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 10.12, the Trustee will execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations under its Subsidiary GuaranteeSecurity Documents.
(b) In additionUpon the Discharge of Secured Obligations, each Guarantor all rights to the Collateral shall revert to the applicable Loan Party, and, upon the written request of the Borrower, the Collateral Agent will, at the Borrower’s expense, (x) promptly cause to be transferred and delivered, without any recourse, warranty or representation whatsoever, any Collateral and any proceeds received in respect thereof, (y) execute and deliver to the Borrower and the other Loan Parties such UCC termination statements and other documentation as the Borrower or any other Loan Party may reasonably request to effect the termination and release of the Liens on the Collateral and (z) execute and deliver to the Borrower and the other Loan Parties such other documentation as the Borrower or any other Loan Party may reasonably request to affect the termination of such Loan Party’s obligations under the Security Documents to which it is a party (other than any such obligation which is intended by its terms to survive the Discharge of Secured Obligations).
(c) Notwithstanding anything herein to the contrary, the Collateral Agent, on behalf of the Secured Parties, will be released and relieved have the exclusive right (but subject to the provisions of the Financing Documents) to make determinations regarding the release or disposition of any obligations of the Collateral, without any consultation with, consent of, or notice to, with respect to any of the Collateral that does not constitute Specified Hedge Collateral under its Subsidiary Guarantee:any applicable Specified Collateral Permitted Commodity Hedge and Power Sales Agreement, the Secured Commodity Hedge Counterparty party thereto.
(id) Each of the Secured Commodity Hedge Counterparties party to a Specified Collateral Permitted Commodity Hedge and Power Sales Agreement agrees that it shall promptly, upon designation the written request of the Borrower, at the Borrower’s expense, execute and deliver to the Borrower and other Loan Parties such Guarantor documentation as an Unrestricted Subsidiary the Borrower may request from time to time to release any Lien for their benefit in such capacity on any of the Collateral that does not constitute Specified Hedge Collateral under the terms of Specified Collateral Permitted Commodity Hedge and Power Sales Agreement to which it is a party.
(e) Subject to any requirements of the Financing Documents, including, without limitation, Section 13.1 of the Credit Agreement, without further written consent or authorization from any Secured Party, the Collateral Agent shall execute any documents or instruments necessary to release any Collateral or guarantee to the extent the relevant Secured Parties have consented to such release in accordance with the terms of this Indenture;
(ii) upon Legal Defeasance in accordance with Article Thirteen of this Indenture or satisfaction and discharge of this Indenture in accordance with Article Four of this Indenture;
(iii) upon the liquidation or dissolution of such Guarantor, provided that no Default or Event of Default shall have occurred and is continuing; or
(iv) at such time as such Guarantor does not have outstanding any Guarantee of any Indebtedness (other than the Notes) of the Company or any Guarantor in excess of $10.0 million in aggregate principal amountFinancing Documents.
(c) Any Guarantor not released from its obligations under its Subsidiary Guarantee as provided in this Section 14.5 will remain liable for the full amount of principal of and interest and premium, if any, on the Notes and for the other obligations of any Guarantor under this Indenture as provided in this Article Fourteen.
Appears in 3 contracts
Samples: Credit Agreement (Energy Future Intermediate Holding CO LLC), Collateral Agency and Intercreditor Agreement (Energy Future Holdings Corp /TX/), Collateral Agency and Intercreditor Agreement (Energy Future Holdings Corp /TX/)
Releases. (a) In the event Notwithstanding any other provisions of any sale this Indenture, upon Legal Defeasance in accordance with Article 8 hereof or other disposition satisfaction and discharge of all or substantially all of the assets of any Guarantorthis Indenture in accordance with Article 11 hereof, by way of merger, consolidation or otherwise, or a sale or other disposition of all of the Capital Stock of any Guarantor, in each case to a Person that is not (either before or after giving effect to such transactions) the Company or a Restricted Subsidiary of the Company, then such Guarantor (in the event of a sale or other disposition, by way of merger, consolidation or otherwise, of all of the Capital Stock of such Guarantor) or the corporation acquiring the property (in the event of a sale or other disposition of all or substantially all of the assets of such Guarantor) will be released and relieved of any obligations under its Security Guarantee. The Security Guarantee incurred by a Guarantor pursuant to this Article 10 shall be unconditionally released and discharged:
(1) automatically upon:
(A) any sale, exchange or transfer, whether by way of merger or otherwise, to any Person that is not an Affiliate of the Company, of the Company’s direct or indirect equity interests in such Guarantor (provided such sale, exchange or transfer is not prohibited by this Indenture) if the Guarantor ceases to be a Subsidiary Guaranteeof the Company as a result of such sale, exchange or transfer,
(B) the merger of such Guarantor into the Company or any other Guarantor (to the extent not prohibited by this Indenture), or
(C) the liquidation and dissolution of such Guarantor (to the extent not prohibited by this Indenture), provided that no Default shall have occurred and shall be continuing under this Indenture,
(2) with respect to any Series of Securities, upon the Net Proceeds occurrence of any other condition set forth in the Board Resolution, supplemental indenture or Officers’ Certificate establishing the terms of such sale or other disposition are applied in accordance with Series.
(b) The Trustee shall deliver an appropriate instrument evidencing any release of a Guarantor from the applicable provisions Security Guarantee upon receipt of this Indenture, including without limitation Section 10.12. Upon delivery by a written request of the Company to the Trustee of accompanied by an Officers’ Certificate and an Opinion of Counsel to the effect that the Guarantor is entitled to such sale or other disposition was made by the Company release in accordance with the provisions of this Indenture, including without limitation Section 10.12, the Trustee will execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations under its Subsidiary Guarantee.
(b) In addition, each Guarantor will be released and relieved of any obligations under its Subsidiary Guarantee:
(i) upon designation of such Guarantor as an Unrestricted Subsidiary in accordance with the terms of this Indenture;
(ii) upon Legal Defeasance in accordance with Article Thirteen of this Indenture or satisfaction and discharge of this Indenture in accordance with Article Four of this Indenture;
(iii) upon the liquidation or dissolution of such Guarantor, provided that no Default or Event of Default shall have occurred and is continuing; or
(iv) at such time as such Guarantor does not have outstanding any Guarantee of any Indebtedness (other than the Notes) of the Company or any Guarantor in excess of $10.0 million in aggregate principal amount.
(c) . Any Guarantor not so released from its obligations under its Subsidiary Guarantee as provided in this Section 14.5 will shall remain liable for the full amount of principal of and interest and premium, if any, on the Notes and for Securities entitled to the other obligations benefits of any Guarantor under this Indenture the Security Guarantee as provided in this Article FourteenIndenture, subject to the limitations of Section 10.02.
Appears in 3 contracts
Samples: Indenture (Metropcs Communications Inc), Indenture (MetroPCS Finance, Inc.), Indenture (MetroPCS Finance, Inc.)
Releases. (a) In the event of any sale or other disposition of all or substantially all of the assets of any Guarantor, by way of merger, consolidation or otherwise, or a sale or other disposition of all of the Capital Stock of any Guarantor, in each case to a Person that is not (either before or after giving effect to such transactions) the Company or a Restricted Subsidiary of the Company, then such Guarantor (in the event of a sale or other disposition, by way of merger, consolidation or otherwise, of all of the Capital Stock of such Guarantor) or the corporation acquiring the property (in the event of a sale or other disposition of all or substantially all of the assets of such Guarantor) will be released and relieved of any obligations under its Subsidiary Note Guarantee, ; provided that (i) the Net Proceeds of such sale or other disposition are applied in accordance with the applicable provisions of this Indenture, including without limitation Section 10.124.10 hereof and (ii) such Guarantor ceases to be a Restricted Subsidiary of the Company as a result of the sale or other disposition. Upon delivery by the Company to the Trustee of an Officers’ Certificate and an Opinion of Counsel to the effect that (i) such sale or other disposition was made by the Company in accordance with the provisions of this Indenture, including without limitation Section 10.124.10 hereof and (ii) that such Guarantor has ceased to be a Restricted Subsidiary of the Company as a result of such sale or other disposition, the Trustee will execute any documents reasonably required in order to evidence the release of any such Guarantor from its obligations under its Subsidiary Note Guarantee.
(b) In additionUpon designation of any Restricted Subsidiary that is a Guarantor as an Unrestricted Subsidiary in accordance with the terms of this Indenture, such Guarantor will be released and relieved of any obligations under its Note Guarantee.
(c) Upon Legal Defeasance or Covenant Defeasance in accordance with Article 8 hereof or satisfaction and discharge of this Indenture in accordance with Article 11 hereof, each Guarantor will be released and relieved of any obligations under its Subsidiary Note Guarantee:
(i) upon designation of such Guarantor as an Unrestricted Subsidiary in accordance with the terms of this Indenture;
(ii) upon Legal Defeasance in accordance with Article Thirteen of this Indenture or satisfaction and discharge of this Indenture in accordance with Article Four of this Indenture;
(iii) upon the liquidation or dissolution of such Guarantor, provided that no Default or Event of Default shall have occurred and is continuing; or
(iv) at such time as such Guarantor does not have outstanding any Guarantee of any Indebtedness (other than the Notes) of the Company or any Guarantor in excess of $10.0 million in aggregate principal amount.
(c) . Any Guarantor not released from its obligations under its Subsidiary Note Guarantee as provided in this Section 14.5 10.05 will remain liable for the full amount of principal of and interest and premiumof, premium on, if any, on and interest on, the Notes and for the other obligations of any Guarantor under this Indenture as provided in this Article Fourteen10.
Appears in 2 contracts
Samples: Indenture (Viasystems Group Inc), Indenture (Viasystems Inc)
Releases. (a) In the event of any sale or other disposition of all or substantially all of the assets of any Guarantor, by way of merger, consolidation or otherwise, or a sale or other disposition of all of the Capital Stock of any Guarantor, in each case to a Person that is not (either before or after giving effect to such transactions) the Company or a Restricted Subsidiary of the Company, then such Guarantor (in the event of a sale or other disposition, by way of merger, consolidation or otherwise, of all of the Capital Stock of such Guarantor) or the corporation acquiring the property (in the event of a sale or other disposition of all or substantially all of the assets of such Guarantor) will be released and relieved of any obligations under its Subsidiary Note Guarantee, ; provided that the Net Proceeds of such sale or other disposition are applied in accordance with the applicable provisions of this Indenture, including without limitation Section 10.124.10 hereof. Upon delivery by the Company Issuers 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 Issuers in accordance with the provisions of this Indenture, including without limitation Section 10.124.10 hereof, the Trustee will execute any documents reasonably required requested of it in order to evidence the release of any Guarantor from its obligations under its Subsidiary Note Guarantee.
(b) Upon designation of any Guarantor as an Unrestricted Subsidiary in accordance with the terms of this Indenture, such Guarantor will be released and relieved of any obligations under its Note Guarantee.
(c) In additionthe event of any consolidation or merger if the Guarantor or surviving Person shall cease to be a Subsidiary of the Company; provided that such consolidation or merger is in accordance with the applicable provisions of this Indenture, including without limitation Section 5.01 hereof.
(d) Upon the release of such Guarantor from its liability in respect of all Indebtedness of the Issuers and all other Guarantors.
(e) Upon Legal Defeasance or Covenant Defeasance in accordance with Article 8 hereof or satisfaction and discharge of this Indenture in accordance with Article 11 hereof, each Guarantor will be released and relieved of any obligations under its Subsidiary Note Guarantee:
(i) upon designation of such Guarantor as an Unrestricted Subsidiary in accordance with the terms of this Indenture;
(ii) upon Legal Defeasance in accordance with Article Thirteen of this Indenture or satisfaction and discharge of this Indenture in accordance with Article Four of this Indenture;
(iii) upon the liquidation or dissolution of such Guarantor, provided that no Default or Event of Default shall have occurred and is continuing; or
(iv) at such time as such Guarantor does not have outstanding any Guarantee of any Indebtedness (other than the Notes) of the Company or any Guarantor in excess of $10.0 million in aggregate principal amount.
(c) . Any Guarantor not released from its obligations under its Subsidiary Note Guarantee as provided in this Section 14.5 11.05 will remain liable for the full amount of principal of and interest and premium, if any, on the Notes and for the other obligations of any Guarantor under this Indenture as provided in this Article Fourteen11.
Appears in 2 contracts
Samples: Indenture (Susser Holdings CORP), Indenture (Susser Holdings CORP)
Releases. The Parent Guarantee will be released automatically:
(a) In upon repayment in full of the event Notes;
(b) upon the merger or consolidation of the Parent with and into the Issuer or upon the liquidation of the Parent following the transfer of all of its assets to the Issuer, in each case in compliance with the applicable provisions of this Indenture; or
(c) upon Legal Defeasance or satisfaction and discharge of the Notes as provided in Section 8.02 and Article 11. The Subsidiary Guarantee of a Subsidiary Guarantor will be released automatically:
(a) in connection with any sale or other disposition of all or substantially all of the assets of any Guarantor, that Subsidiary Guarantor (including by way of merger, consolidation consolidation, dividend, amalgamation, distribution or otherwise, or a sale or other disposition of all of the Capital Stock of any Guarantor, in each case ) to a Person that is not (either before or after giving effect to such transactionstransaction) the Company Issuer or a Restricted Subsidiary of the CompanyIssuer;
(b) in connection with any sale or other disposition of Capital Stock of that Subsidiary Guarantor to a Person that is not (either before or after giving effect to such transaction) the Issuer or a Subsidiary of the Issuer, then if following such Guarantor (in the event of a sale or other disposition, by way of merger, consolidation or otherwise, of all that Subsidiary Guarantor is no longer a Restricted Subsidiary of the Capital Stock of such GuarantorIssuer;
(c) or the corporation acquiring the property (upon repayment in the event of a sale or other disposition of all or substantially all full of the assets Notes;
(d) upon Legal Defeasance, Covenant Defeasance or satisfaction and discharge of such Guarantorthe Notes as provided in Section 8.02, Section 8.03 and Article 11;
(e) will be released and relieved upon the designation of any obligations under its Restricted Subsidiary Guarantee, provided that the Net Proceeds of such sale or other disposition are applied in accordance with the applicable provisions of this Indenture, including without limitation Section 10.12. 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 10.12, the Trustee will execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations under its Subsidiary Guarantee.
(b) In addition, each Guarantor will be released and relieved of any obligations under its Subsidiary Guarantee:
(i) upon designation of such is a Guarantor as an Unrestricted Subsidiary in accordance compliance with Section 4.17;
(f) upon a liquidation or dissolution of a Subsidiary Guarantor in a transaction or series of transactions that do not violate the terms of this Indenture;
(ii) upon Legal Defeasance in accordance with Article Thirteen of this Indenture or satisfaction and discharge of this Indenture in accordance with Article Four of this Indenture;
(iii) upon the liquidation or dissolution of such Guarantor, provided that no Default or Event of Default shall have occurred and is continuing; or
(ivg) at upon such time as Subsidiary Guarantor (i) becoming an Immaterial Subsidiary or (ii) to the extent such Subsidiary Guarantor does not have outstanding any Guarantee became a Guarantor solely pursuant to Section 4.16(c), upon the release of any such Subsidiary Guarantor’s guarantee of all obligations with respect to all other Material Indebtedness (other than the Notes) of the Company or any Guarantor Issuer at that time outstanding in excess of $10.0 million in aggregate principal amountaccordance with the terms thereof.
(c) Any Guarantor not released from its obligations under its Subsidiary Guarantee as provided in this Section 14.5 will remain liable for the full amount of principal of and interest and premium, if any, on the Notes and for the other obligations of any Guarantor under this Indenture as provided in this Article Fourteen.
Appears in 2 contracts
Samples: Indenture (Sunnova Energy International Inc.), Indenture (Sunnova Energy International Inc.)
Releases. The Note Guarantee of a guarantor of the Notes will be automatically released and discharged with respect to the Notes:
(a) In the event of in connection with any sale or other disposition of all or substantially (i) all of the assets of any Guarantor, the Guaranteeing Subsidiary (including by way of merger, consolidation or otherwise, or a sale or other disposition of all of the Capital Stock of any Guarantor, in each case ) to a Person person that is not (either before or after giving effect to such transactionstransaction) the Company or a Restricted Subsidiary subsidiary of the Company, then such Guarantor ; provided that the requirements set forth in Section 2.04 hereto are satisfied or (in the event of a sale or other disposition, by way of merger, consolidation or otherwise, of ii) all of the Capital Stock of the Guaranteeing Subsidiary to a person that is not (either before or after giving effect to such Guarantortransaction) the Company or a subsidiary of the corporation acquiring Company;
(b) upon satisfaction and discharge with respect to the property Notes in accordance with Article Four of the Indenture;
(in c) if the event Holders of a sale or other disposition of all or substantially all majority in aggregate principal amount of the assets of Notes consent to such Guarantor) will be released and relieved of any obligations under its Subsidiary Guaranteerelease, provided that the Net Proceeds of such sale or other disposition are applied in accordance with the applicable provisions Article Eleven of this the Indenture, including without limitation ;
(d) if the Guaranteeing Subsidiary merges with and into the Company;
(e) the Guaranteeing Subsidiary merges with and into any person that is or becomes a guarantor of the Notes; provided that the requirements set forth in Section 10.122.04 hereto are satisfied; or
(f) upon the payment in full of the Guaranteed Obligations with respect to the Notes. Upon In connection with any release of the Guaranteeing Subsidiary’s obligations under its Note Guarantee pursuant to clause (a) above upon delivery by the Company to the Trustee of an Opinion of Counsel and an Officers’ Certificate and an Opinion of Counsel to the effect that such sale or other disposition release was made by the Company in accordance with the provisions of this the Indenture, including without limitation Section 10.12, the Trustee will execute any documents reasonably required by the Company or the Guaranteeing Subsidiary in order to evidence the release of any Guarantor the Guaranteeing Subsidiary from its obligations under its Subsidiary Note Guarantee.
(b) In addition, each Guarantor will be released and relieved . The Company shall give the Holders of the Notes prompt notice of any obligations under its Subsidiary Guarantee:
(i) upon designation of such Guarantor as an Unrestricted Subsidiary in accordance with the terms of this Indenture;
(ii) upon Legal Defeasance in accordance with Article Thirteen of this Indenture or satisfaction and discharge of this Indenture in accordance with Article Four of this Indenture;
(iii) upon the liquidation or dissolution of such Guarantor, provided that no Default or Event of Default shall have occurred and is continuing; or
(iv) at release. Until such time as such Guarantor does not have outstanding any Guarantee of any Indebtedness (other than the Notes) of the Company or any Guarantor in excess of $10.0 million in aggregate principal amount.
(c) Any Guarantor not Guaranteeing Subsidiary is released from its obligations under its Subsidiary Note Guarantee in respect of the Notes as provided in this Section 14.5 2.05, such Guaranteeing Subsidiary will remain liable for the full amount of principal of and interest and premium, if any, on the Notes and for the other obligations of any Guarantor under this Indenture as provided in this Article FourteenGuaranteed Obligations.
Appears in 2 contracts
Samples: Supplemental Indenture (Exelis Inc.), Supplemental Indenture (Harris Corp /De/)
Releases. (a) In the event of A Guarantee as to any sale Guarantor shall be automatically and unconditionally released and discharged upon:
(a) any sale, exchange, disposition or other disposition of all or substantially all of the assets of any Guarantortransfer (including through consolidation, by way of merger, consolidation merger or otherwise, or a sale or other disposition ) of all of the Capital Stock of any Guarantor, in each case to a Person that is not (either before or after giving effect to such transactionsx) the Company or a Restricted Subsidiary of the Company, then such Guarantor (in the event of a sale or other disposition, by way of merger, consolidation or otherwise, of all of the Capital Stock of such Guarantor, after which such Guarantor is no longer a Restricted Subsidiary, or (y) or the corporation acquiring the property (in the event of a sale or other disposition of all or substantially all of the assets of such Guarantor, which sale, exchange, disposition or transfer in each case is made in compliance with Section 4.06(a)(i) will be released and relieved of any obligations under its Subsidiary Guarantee, provided that the Net Proceeds of such sale or other disposition are applied in accordance with the applicable provisions of this Indenture, including without limitation Section 10.12. 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 10.12, the Trustee will execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations under its Subsidiary Guarantee.
(ii); (b) In addition, each Guarantor will be released and relieved in the case of any obligations Restricted Subsidiary that after the Issue Date is required to guarantee the Notes pursuant to the covenant described under its Subsidiary Guarantee:
Section 4.11, the release, discharge or termination of the guarantee by such Guarantor of the guarantee which resulted in the creation of such Guarantees, except a release, discharge or termination by or as a result of payment under such guarantee; (ic) upon the release or discharge of the guarantee by, or the direct obligation of, such Guarantor of the Obligations under the Senior Credit Facilities, except a discharge or release by or as a result of payment in connection with the enforcement of remedies under such guarantee or direct obligation; (d) the permitted designation of such any Restricted Subsidiary that is a Guarantor as an Unrestricted Subsidiary in accordance with the provision set forth under Section 4.04 and the definition of “Unrestricted Subsidiary”; (e) upon the consolidation or merger of any Guarantor with and into the Company or another Guarantor that is the surviving Person in such consolidation or merger, or upon the liquidation of such Guarantor following the transfer of all of its assets to the Company or another Guarantor; (f) the Company exercising its legal defeasance option or covenant defeasance option as described under Article 8 or the Company’s obligations under this Indenture being discharged in accordance with the terms of this Indenture;; or (g) the occurrence of a Covenant Suspension Event; and
(ii) upon Legal Defeasance the Issuers delivering to the Trustee an Officer’s Certificate of such Guarantor or the Issuers and an Opinion of Counsel, each stating that all conditions precedent provided for in accordance with Article Thirteen of this Indenture or satisfaction and discharge of this Indenture in accordance with Article Four of this Indenture;
(iii) upon the liquidation or dissolution of relating to such Guarantor, provided that no Default or Event of Default shall transaction have occurred and is continuing; or
(iv) at such time as such Guarantor does not have outstanding any Guarantee of any Indebtedness (other than the Notes) of the Company or any Guarantor in excess of $10.0 million in aggregate principal amountbeen complied with.
(c) Any Guarantor not released from its obligations under its Subsidiary Guarantee as provided in this Section 14.5 will remain liable for the full amount of principal of and interest and premium, if any, on the Notes and for the other obligations of any Guarantor under this Indenture as provided in this Article Fourteen.
Appears in 2 contracts
Releases. (a) In the event of any sale or other disposition of all or substantially all of the assets of any Guarantor, by way of merger, consolidation or otherwise, or a sale or other disposition of all of the Capital Stock of any Guarantor, in each case to a Person that is not (either before or after giving effect to such transactions) the Company or a Restricted Subsidiary of the Company, then such Guarantor (in the event of a sale or other disposition, by way of merger, consolidation or otherwise, of all of the Capital Stock of such Guarantor) or the corporation acquiring the property (in the event of a sale or other disposition of all or substantially all of the assets of such Guarantor) will be released and relieved of any obligations under its Subsidiary Note Guarantee, ; provided that the Net Proceeds of such sale or other disposition are applied in accordance with the applicable provisions of this Indenture, including without limitation the first paragraph of Section 10.124.10 hereof; provided further that the failure to apply the Net Proceeds of such sale or other disposition in accordance with the applicable provisions of this Indenture will constitute an Event of Default, but will not result in the reinstatement of any Guarantee released in accordance with the provisions of this Section 11.06. 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 10.124.10 hereof, the Trustee will execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations under its Subsidiary Note Guarantee.
(b) In additionUpon designation of any Guarantor as an Unrestricted Subsidiary in accordance with the terms of this Indenture, such Guarantor will be released and relieved of any obligations under its Note Guarantee.
(c) Upon Legal Defeasance in accordance with Article 8 hereof or satisfaction and discharge of this Indenture in accordance with Article 12 hereof, each Guarantor will be released and relieved of any obligations under its Subsidiary Note Guarantee:
(i) upon designation of such Guarantor as an Unrestricted Subsidiary in accordance with the terms of this Indenture;
(ii) upon Legal Defeasance in accordance with Article Thirteen of this Indenture or satisfaction and discharge of this Indenture in accordance with Article Four of this Indenture;
(iii) upon the liquidation or dissolution of such Guarantor, provided that no Default or Event of Default shall have occurred and is continuing; or
(iv) at such time as such Guarantor does not have outstanding any Guarantee of any Indebtedness (other than the Notes) of the Company or any Guarantor in excess of $10.0 million in aggregate principal amount.
(c) . Any Guarantor not released from its obligations under its Subsidiary Note Guarantee as provided in this Section 14.5 11.06 will remain liable for the full amount of principal of and interest and premiumpremium and Special Interest, if any, on the Notes and for the other obligations of any Guarantor under this Indenture as provided in this Article Fourteen11.
Appears in 2 contracts
Samples: Indenture (Amscan Holdings Inc), Indenture (American Achievement Corp)
Releases. The Note Guarantee of a guarantor of the Notes will be automatically released and discharged with respect to any series of Notes:
(a) In the event of in connection with any sale or other disposition of all or substantially (i) all of the assets of any Guarantor, the Guaranteeing Subsidiary (including by way of merger, consolidation or otherwise, or a sale or other disposition of all of the Capital Stock of any Guarantor, in each case ) to a Person person that is not (either before or after giving effect to such transactionstransaction) the Company or a Restricted Subsidiary subsidiary of the Company, then such Guarantor ; provided that the requirements set forth in Section 2.04 hereto are satisfied or (in the event of a sale or other disposition, by way of merger, consolidation or otherwise, of ii) all of the Capital Stock of the Guaranteeing Subsidiary to a person that is not (either before or after giving effect to such Guarantortransaction) the Company or a subsidiary of the corporation acquiring Company;
(b) upon covenant defeasance or satisfaction and discharge with respect to such series of Notes in accordance with Article Four of the property Indenture;
(in c) if the event Holders of a sale or other disposition majority in aggregate principal amount of all or substantially all such series of Notes consent to such release, in accordance with Article Eleven of the assets Indenture;
(d) if the Guaranteeing Subsidiary merges with and into the Company;
(e) the Guaranteeing Subsidiary merges with and into any person that is or becomes a guarantor of the Notes; provided that the requirements set forth in Section 2.04 hereto are satisfied; or
(f) upon the payment in full of the Guaranteed Obligations with respect to such Guarantor) will be released and relieved series of Notes. In connection with any release of the Guaranteeing Subsidiary’s obligations under its Subsidiary Guarantee, provided that the Net Proceeds Note Guarantee with respect to a series of such sale or other disposition are applied in accordance with the applicable provisions of this Indenture, including without limitation Section 10.12. Upon Notes pursuant to clause (a) above upon delivery by the Company to the Trustee of an Opinion of Counsel and an Officers’ Certificate and an Opinion of Counsel to the effect that such sale or other disposition release was made by the Company in accordance with the provisions of this the Indenture, including without limitation Section 10.12, the Trustee will execute any documents reasonably required by the Company or the Guaranteeing Subsidiary in order to evidence the release of any Guarantor the Guaranteeing Subsidiary from its obligations under its Subsidiary Guarantee.
(b) In addition, each Guarantor will be released and relieved Note Guarantee with respect to such series of Notes. The Company shall give the Holders of the Notes of such series prompt notice of any obligations under its Subsidiary Guarantee:
(i) upon designation of such Guarantor as an Unrestricted Subsidiary in accordance with the terms of this Indenture;
(ii) upon Legal Defeasance in accordance with Article Thirteen of this Indenture or satisfaction and discharge of this Indenture in accordance with Article Four of this Indenture;
(iii) upon the liquidation or dissolution of such Guarantor, provided that no Default or Event of Default shall have occurred and is continuing; or
(iv) at release. Until such time as such Guarantor does not have outstanding any Guarantee of any Indebtedness (other than the Notes) of the Company or any Guarantor in excess of $10.0 million in aggregate principal amount.
(c) Any Guarantor not Guaranteeing Subsidiary is released from its obligations under its Subsidiary Note Guarantee in respect of the applicable series of Notes as provided in this Section 14.5 2.05, such Guaranteeing Subsidiary will remain liable for the full amount Guaranteed Obligations with respect to such series of principal of and interest and premium, if any, on the Notes and for the other obligations of any Guarantor under this Indenture as provided in this Article FourteenNotes.
Appears in 2 contracts
Samples: Supplemental Indenture (Exelis Inc.), Supplemental Indenture (Harris Corp /De/)
Releases. The Note Guaranty and all other obligations under the Indenture of a Subsidiary Guarantor will terminate and be released: (a) In in connection with any sale or other disposition (including by way of consolidation or merger or otherwise) of the event of any Subsidiary Guarantor or the sale or other disposition of all or substantially all of the assets of any Guarantor, by way of merger, consolidation or otherwise, the Subsidiary Guarantor (other than to the Parent Guarantor or a sale Restricted Subsidiary) in connection with a transaction or other circumstance that does not violate the Indenture; or (b) upon a disposition of all the majority of the Capital Stock of any Guarantor, in each case the Subsidiary Guarantor to a third Person in connection with a transaction or circumstance that is does not (either before or violate the Indenture, after giving effect which the Subsidiary Guarantor ceases to such transactions) the Company or be a Restricted Subsidiary Subsidiary; or (c) upon a liquidation or dissolution of the Company, then such Subsidiary Guarantor so long as no Default occurs as a result thereof; or (d) in connection with the event of a sale or other disposition, designation by way of merger, consolidation or otherwise, of all of the Capital Stock of such Guarantor) or the corporation acquiring the property (in the event of a sale or other disposition of all or substantially all of the assets of such Guarantor) will be released and relieved of any obligations under its Subsidiary Guarantee, provided that the Net Proceeds of such sale or other disposition are applied Parent Guarantor in accordance with the applicable provisions Indenture of this the Guarantor as an Unrestricted Subsidiary or the Guarantor otherwise ceases to be a Restricted Subsidiary in accordance with the Indenture; or (e) upon Legal Defeasance or Covenant Defeasance pursuant to Article VIII hereof or upon satisfaction and discharge of the Indenture pursuant to Article XII hereof; or (f) in connection with the release, including without limitation Section 10.12other than the discharge through payment by the Subsidiary Guarantor, of all other Guarantees by such Restricted Subsidiary of Debt of either Issuer or another Guarantor under the Credit Agreement; or (g) as set forth in the First Lien/Second Lien Intercreditor Agreement. 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 the Indenture, including without limitation Section 10.124.07 hereof, or such Note Guaranty is to be released pursuant to the provisions of the preceding paragraph and the documents required by Section 13.04, the Trustee will shall execute any documents reasonably required requested by the Company in order to evidence the release of any Subsidiary Guarantor from all of its obligations under its Note Guaranty and the Indenture. Any Subsidiary Guarantee.
(b) In addition, each Guarantor will be released and relieved of any obligations under its Subsidiary Guarantee:
(i) upon designation of such Guarantor as an Unrestricted Subsidiary in accordance with the terms of this Indenture;
(ii) upon Legal Defeasance in accordance with Article Thirteen of this Indenture or satisfaction and discharge of this Indenture in accordance with Article Four of this Indenture;
(iii) upon the liquidation or dissolution of such Guarantor, provided that no Default or Event of Default shall have occurred and is continuing; or
(iv) at such time as such Guarantor does not have outstanding any Guarantee of any Indebtedness (other than the Notes) of the Company or any Guarantor in excess of $10.0 million in aggregate principal amount.
(c) Any Guarantor not released from its obligations under its Subsidiary Guarantee as provided in this Section 14.5 will Note Guaranty shall remain liable for the full amount of principal of and interest and premium, if any, on the Notes and for the other obligations of any Guarantor under this Indenture as provided in Obligations it has guaranteed pursuant to this Article FourteenX. The Note Guaranty of the Parent Guarantor will terminate (a) upon a liquidation or dissolution of the Parent Guarantor so long as no Default occurs as a result thereof; or (b) upon the merger or consolidation of the Parent Guarantor into another Person in accordance with the covenant set forth in Section 5.01; or (c) upon Legal Defeasance or Covenant Defeasance pursuant to Article VIII hereof or upon satisfaction and discharge of the Indenture pursuant to Article XII hereof; or (d) as set forth in the First Lien/Second Lien Intercreditor Agreement.
Appears in 2 contracts
Samples: Indenture (Cloud Peak Energy Inc.), Indenture (Sequatchie Valley Coal Corp)
Releases. (a) In the event of any sale or other disposition of all or substantially all of the assets of any Guarantor, by way of merger, consolidation or otherwise, or a sale or other disposition of all of the Capital Stock of any Guarantor, in each case to a Person that is not (either before or after giving effect to such transactions) the Company or a Restricted Subsidiary of the Company, then such Guarantor (in the event of a sale or other disposition, by way of merger, consolidation or otherwise, of all of the Capital Stock of such Guarantor) or the corporation acquiring the property (in the event of a sale or other disposition of all or substantially all of the assets of such Guarantor) will be released and relieved of any obligations under its Subsidiary Note Guarantee, ; provided that the Net Proceeds of such sale or other disposition are applied in accordance with the applicable provisions of this Indenture, including without limitation Section 10.124.10 hereof. Upon delivery by the Company to the Trustee of an Officers’ Certificate and an Opinion of Counsel to the effect that such release is authorized or permitted by this Indenture and that such sale or other disposition was made by the Company in accordance with the provisions of this Indenture, including without limitation Section 10.124.10 hereof, the Trustee will execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations under its Subsidiary Note Guarantee.
(b) In additionUpon designation of any Guarantor as an Unrestricted Subsidiary in accordance with the terms of this Indenture, such Guarantor will be released and relieved of any obligations under its Note Guarantee.
(c) Upon Legal Defeasance in accordance with Article 8 hereof or satisfaction and discharge of this Indenture in accordance with Article 12 hereof, each Guarantor will be released and relieved of any obligations under its Subsidiary Note Guarantee:
(i) upon designation of such Guarantor as an Unrestricted Subsidiary in accordance with the terms of this Indenture;
(ii) upon Legal Defeasance in accordance with Article Thirteen of this Indenture or satisfaction and discharge of this Indenture in accordance with Article Four of this Indenture;
(iii) upon the liquidation or dissolution of such Guarantor, provided that no Default or Event of Default shall have occurred and is continuing; or
(iv) at such time as such Guarantor does not have outstanding any Guarantee of any Indebtedness (other than the Notes) of the Company or any Guarantor in excess of $10.0 million in aggregate principal amount.
(c) . Any Guarantor not released from its obligations under its Subsidiary Note Guarantee as provided in this Section 14.5 11.06 will remain liable for the full amount of principal of and interest and premiumpremium and Liquidated Damages, if any, on the Notes and for the other obligations of any Guarantor under this Indenture as provided in this Article Fourteen11.
Appears in 2 contracts
Samples: Indenture (Innophos, Inc.), Indenture (Innophos Investment Holdings, Inc.)
Releases. (a) In the event of any sale or other disposition of all or substantially all of the assets of any Guarantor, by way of merger, consolidation or otherwise, or a sale or other disposition of all of the Capital Stock of any Guarantor, in each case to a Person that is not (either before or after giving effect to such transactions) the Company or a Restricted Subsidiary of the Companyin accordance with Section 4.10 hereof, then such Guarantor (in the event of a sale or other disposition, by way of merger, consolidation or otherwise, of all of the Capital Stock of such Guarantor) or the corporation acquiring the property (in the event of a sale or other disposition of all or substantially all of the assets of such Guarantor) will be released and relieved of any obligations under its Subsidiary Guarantee, ; provided that the Net Proceeds of such sale or other disposition are applied in accordance with the applicable provisions of this Indenture, including without limitation Section 10.124.10 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 Indenture, including without limitation Section 10.124.10 hereof, the Trustee will execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations under its Subsidiary Guarantee.
(b) In additionUpon designation of any Guarantor as an Unrestricted Subsidiary in accordance with the terms of this Indenture, such Guarantor will be released and relieved of any obligations under its Subsidiary Guarantee.
(c) Upon Legal Defeasance in accordance with Article 8 hereof or satisfaction and discharge of this Indenture in accordance with Article 11 hereof, each Guarantor will be released and relieved of any obligations under its Subsidiary Guarantee:
(i) upon designation of such Guarantor as an Unrestricted Subsidiary in accordance with the terms of this Indenture;
(ii) upon Legal Defeasance in accordance with Article Thirteen of this Indenture or satisfaction and discharge of this Indenture in accordance with Article Four of this Indenture;
(iii) upon the liquidation or dissolution of such Guarantor, provided that no Default or Event of Default shall have occurred and is continuing; or
(iv) at such time as such Guarantor does not have outstanding any Guarantee of any Indebtedness (other than the Notes) of the Company or any Guarantor in excess of $10.0 million in aggregate principal amount.
(cd) Upon the release of any Guarantor from its obligations as a Guarantor under the Credit Agreement and any other Indebtedness of the Company, each Guarantor will be released and relieved of any obligations under its Subsidiary Guarantee. Any Guarantor not released from its obligations under its Subsidiary Guarantee as provided in this Section 14.5 11.06 will remain liable for the full amount of principal of and interest and premium, if any, on the Notes and for the other obligations of any Guarantor under this Indenture as provided in this Article Fourteen11.
Appears in 2 contracts
Samples: First Supplemental Indenture (DRS Technologies Inc), First Supplemental Indenture (DRS Technologies Inc)
Releases. (a) In Notwithstanding Section 10.03, in the event of any sale or other disposition of all or substantially all of the assets of any Guarantor, by way of merger, consolidation or otherwise, or a sale or other disposition of all of the Capital Stock of any Guarantor, in each case to a Person that is not (either before or after giving effect to such transactionstransaction) the Company or a Restricted Subsidiary of the Company, then such the Guarantor will be released and relieved of any obligations under the Guarantee, and, for the avoidance of doubt, the Person acquiring the assets will have no obligation to provide a Guarantee.
(b) Notwithstanding Section 10.03, in the event of any sale or other disposition of Capital Stock of any Guarantor to a Person that is not (either before or after giving effect to such transaction) the Company or a Subsidiary of the Company and such Guarantor ceases to be a Subsidiary of the Company as a result of the sale or other disposition, by way of merger, consolidation or otherwise, of all of the Capital Stock of then such Guarantor) or the corporation acquiring the property (in the event of a sale or other disposition of all or substantially all of the assets of such Guarantor) Guarantor will be released and relieved of any obligations under its Subsidiary Guarantee.
(c) Upon Legal Defeasance or Covenant Defeasance in accordance with Article 8 hereof or satisfaction and discharge of this Indenture in accordance with Article 11 hereof, provided that each Guarantor will be released and relieved of any obligations under any Guarantee. In the Net Proceeds case of clauses (a) and (b) above, such sale or other disposition are applied or merger or consolidation shall be made in accordance with the applicable provisions of this Indenture, including without limitation Indenture as established pursuant to Section 10.122.02 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 Indenture, including without limitation Section 10.12, the Trustee will execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations under its Subsidiary Guarantee.
(b) In addition, each Guarantor will be released and relieved of any obligations under its Subsidiary Guarantee:
(i) upon designation of such Guarantor as an Unrestricted Subsidiary in accordance with the terms of this Indenture;
(ii) upon Legal Defeasance in accordance with Article Thirteen of this Indenture or satisfaction and discharge of this Indenture in accordance with Article Four of this Indenture;
(iii) upon the liquidation or dissolution of such Guarantor, provided that no Default or Event of Default shall have occurred and is continuing; or
(iv) at such time as such Guarantor does not have outstanding any Guarantee of any Indebtedness (other than the Notes) of the Company or any Guarantor in excess of $10.0 million in aggregate principal amount.
(c) . Any Guarantor not released from its obligations under its Subsidiary any Guarantee as provided in this Section 14.5 10.04 will remain liable for the full amount of principal of and interest and premiumof, premium on, if any, on and interest on, if any, the Notes Securities of such Series and for the other obligations of any Guarantor under this Indenture as provided in this Article Fourteen10.
Appears in 2 contracts
Samples: Indenture (Gray Television Licensee, LLC), Indenture (WVLT-TV, Inc.)
Releases. (a) In the event of any sale or other disposition of all of the Capital Stock of a Subsidiary Guarantor (including by way of merger or consolidation) to a Person that is not (either before or after giving effect to such transaction) Superior Energy, Issuer or a Restricted Subsidiary of Issuer or Superior Energy, then such Subsidiary Guarantor will be released and relieved of any obligations under its Note Guarantee; provided that the sale or other disposition, and the application of the Net Proceeds of such sale or other disposition, comply with the applicable provisions of this Indenture, including without limitation Section 4.10 hereof.
(b) In the event of any sale or other disposition of all or substantially all of the assets of any Guarantor, a Subsidiary Guarantor (including by way of merger, consolidation merger or otherwise, or a sale or other disposition of all of the Capital Stock of any Guarantor, in each case consolidation) to a Person that is not (either before or after giving effect to such transactionstransaction) the Company Superior Energy, Issuer or a Restricted Subsidiary of the CompanyIssuer or Superior Energy, then such Guarantor (in the event of a sale or other disposition, by way of merger, consolidation or otherwise, of all of the Capital Stock of such Guarantor) or the corporation acquiring the property (in the event of a sale or other disposition of all or substantially all of the assets of such Guarantor) will be released and relieved of any obligations under its Subsidiary the applicable Note Guarantee, ; provided that the sale or other disposition, and the application of the Net Proceeds of such sale or other disposition are applied in accordance disposition, comply with the applicable provisions of this Indenture, including without limitation Section 10.124.10 hereof. Upon delivery by the Company Issuer 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 10.124.10 hereof, the Trustee will execute any documents reasonably required in order to evidence the release of any Subsidiary Guarantor from its obligations under its Note Guarantee in accordance with the foregoing Sections 10.05(a) and (b).
(c) Upon designation by Issuer of any Restricted Subsidiary that is a Subsidiary Guarantor as an Unrestricted Subsidiary in accordance with the terms of this Indenture, such Guarantor will be released and relieved of any obligations under its Note Guarantee.
(bd) In additionUpon Legal Defeasance in accordance with Article 8 hereof or satisfaction and discharge of this Indenture in accordance with Article 11 hereof, each Guarantor will be released and relieved of any obligations under its Subsidiary Note Guarantee:.
(ie) upon designation Upon the occurrence of an Investment Grade Rating Event, if such Guarantor as an Unrestricted Subsidiary in accordance with the terms of this Indenture;
(ii) upon Legal Defeasance in accordance with Article Thirteen of this Indenture or satisfaction and discharge of this Indenture in accordance with Article Four of this Indenture;
(iii) upon the liquidation or dissolution of such Guarantor, provided that no Default or Event of Default shall have occurred and is continuing; or
(iv) at such time as such Guarantor does not have outstanding any Guarantee Indebtedness, and it does not guarantee Indebtedness of any Indebtedness (other than the Notes) of the Company Issuer, Superior Energy or any Guarantor other Guarantor, in each case in excess of $10.0 million in aggregate principal amount.
(c) a De Minimis Amount, such Guarantor will be released and relieved of any obligations under its Note Guarantee. Any Guarantor not released from its obligations under its Subsidiary Note Guarantee as provided in this Section 14.5 10.05 will remain liable for the full amount of principal of and interest and premiumpremium and Additional Interest, if any, on the Notes and for the other obligations of any Guarantor under this Indenture as provided in this Article Fourteen10.
Appears in 2 contracts
Samples: Indenture (Superior Energy Services Inc), Indenture (Superior Energy Services Inc)
Releases. The Note Guarantee of a guarantor of the Notes will be automatically released and discharged with respect to the Notes:
(a) In the event of in connection with any sale or other disposition of all or substantially (i) all of the assets of any Guarantor, the Guaranteeing Subsidiary (including by way of merger, consolidation or otherwise, or a sale or other disposition of all of the Capital Stock of any Guarantor, in each case ) to a Person person that is not (either before or after giving effect to such transactionstransaction) the Company or a Restricted Subsidiary subsidiary of the Company, then such Guarantor ; provided that the requirements set forth in Section 2.04 hereto are satisfied or (in the event of a sale or other disposition, by way of merger, consolidation or otherwise, of ii) all of the Capital Stock of the Guaranteeing Subsidiary to a person that is not (either before or after giving effect to such Guarantortransaction) the Company or a subsidiary of the corporation acquiring Company;
(b) upon covenant defeasance or satisfaction and discharge with respect to the property Notes in accordance with Article Four of the Indenture;
(in c) if the event Holders of a sale or other disposition of all or substantially all majority in aggregate principal amount of the assets of Notes consent to such Guarantor) will be released and relieved of any obligations under its Subsidiary Guaranteerelease, provided that the Net Proceeds of such sale or other disposition are applied in accordance with the applicable provisions Article Eleven of this the Indenture, including without limitation ;
(d) if the Guaranteeing Subsidiary merges with and into the Company;
(e) the Guaranteeing Subsidiary merges with and into any person that is or becomes a guarantor of the Notes; provided that the requirements set forth in Section 10.122.04 hereto are satisfied; or
(f) upon the payment in full of the Guaranteed Obligations with respect to the Notes. Upon In connection with any release of the Guaranteeing Subsidiary’s obligations under its Note Guarantee pursuant to clause (a) above upon delivery by the Company to the Trustee of an Opinion of Counsel and an Officers’ Certificate and an Opinion of Counsel to the effect that such sale or other disposition release was made by the Company in accordance with the provisions of this the Indenture, including without limitation Section 10.12, the Trustee will execute any documents reasonably required by the Company or the Guaranteeing Subsidiary in order to evidence the release of any Guarantor the Guaranteeing Subsidiary from its obligations under its Subsidiary Note Guarantee.
(b) In addition, each Guarantor will be released and relieved . The Company shall give the Holders of the Notes prompt notice of any obligations under its Subsidiary Guarantee:
(i) upon designation of such Guarantor as an Unrestricted Subsidiary in accordance with the terms of this Indenture;
(ii) upon Legal Defeasance in accordance with Article Thirteen of this Indenture or satisfaction and discharge of this Indenture in accordance with Article Four of this Indenture;
(iii) upon the liquidation or dissolution of such Guarantor, provided that no Default or Event of Default shall have occurred and is continuing; or
(iv) at release. Until such time as such Guarantor does not have outstanding any Guarantee of any Indebtedness (other than the Notes) of the Company or any Guarantor in excess of $10.0 million in aggregate principal amount.
(c) Any Guarantor not Guaranteeing Subsidiary is released from its obligations under its Subsidiary Note Guarantee in respect of the Notes as provided in this Section 14.5 2.05, such Guaranteeing Subsidiary will remain liable for the full amount of principal of and interest and premium, if any, on the Notes and for the other obligations of any Guarantor under this Indenture as provided in this Article FourteenGuaranteed Obligations.
Appears in 2 contracts
Samples: Supplemental Indenture (Exelis Inc.), Supplemental Indenture (Harris Corp /De/)
Releases. (a) In the event of any Upon (i) a sale or other disposition of all or substantially all of the assets of any Note Guarantor, by way of merger, consolidation or otherwise, or (ii) a Note Guarantor becoming an Unrestricted Subsidiary pursuant to the terms of this Indenture, (iii) a sale or other disposition of all of the Capital Stock of any Guarantor, in each case to a Person Note Guarantor that is not a Subsidiary or (either before iv) a sale of Capital Stock or after giving effect other transaction which results in such Note Guarantor ceasing to such transactions) the Company or be a Restricted Subsidiary Subsidiary, then, without any action required on the part of the CompanyTrustee or any Holder of the Notes, then such Note Guarantor (in the event of a sale or other disposition, by way of such a merger, consolidation or otherwise, of all or a portion of the Capital Stock of such GuarantorNote Guarantor or the Note Guarantor becoming an Unrestricted Subsidiary pursuant to the terms of this Indenture) or the corporation person acquiring the property (in the event of a sale or other disposition of all or substantially all of the assets of such Note Guarantor) will shall be released and relieved of any obligations under its Subsidiary GuaranteeNote Guarantee without any action required on the part of the Trustee or any Holder of the Notes; provided, provided that (i) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing or would occur as a consequence thereof and (ii) if applicable, the Net Proceeds of such sale or other disposition are applied in accordance with Section 4.10 of the applicable provisions of this Indenture, including without limitation Section 10.12. Upon delivery by Indenture and 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 10.12, the Trustee will execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations under its Subsidiary GuaranteeCollateral Documents.
(b) In additionIf any Note Guarantor is released from its Guarantee to the lenders under any First Lien Credit Facility, each such Note Guarantor will shall be released and relieved of any from its obligations under its Subsidiary Guarantee:
(i) upon designation of such Guarantor as an Unrestricted Subsidiary in accordance with the terms of this Indenture;
(ii) upon Legal Defeasance in accordance with Article Thirteen of this Indenture or satisfaction and discharge of this Indenture in accordance with Article Four of this Indenture;
(iii) upon Note Guarantee without any action required on the liquidation or dissolution of such Guarantor, provided that no Default or Event of Default shall have occurred and is continuing; or
(iv) at such time as such Guarantor does not have outstanding any Guarantee of any Indebtedness (other than the Notes) part of the Company Trustee or any Holder of Notes. A Note Guarantor in excess of $10.0 million in aggregate principal amount.
(c) Any Guarantor not may also be released from its obligations under its Subsidiary Note Guarantee as provided in this Section 14.5 will remain liable for pursuant to the full amount Articles 8, 9 or 12 of principal of and interest and premium, if any, on the Notes and for the other obligations of any Guarantor under this Indenture as provided in this Article FourteenIndenture.
Appears in 2 contracts
Samples: Supplemental Indenture (Las Vegas Sands Corp), Second Supplemental Indenture (Las Vegas Sands Corp)
Releases. (a) In the event of any sale or other disposition of all or substantially all of the properties or assets of any Guarantor, by way of merger, consolidation or otherwise, or a sale or other disposition of all of the Capital Stock of any Guarantor, in each case to a Person that is not (either before or after giving effect to such transactions) the Company Regency Energy Partners or a Restricted Subsidiary of the CompanyRegency Energy Partners, then such Guarantor (in the event of a sale or other disposition, by way of merger, consolidation or otherwise, of all of the Capital Stock of such Guarantor) or the corporation Person acquiring the property properties or assets (in the event of a sale or other disposition of all or substantially all of the properties or assets of such Guarantor) will be released and relieved of any obligations under its Subsidiary Note Guarantee, ; provided that the Net Proceeds of such sale or other disposition are applied in accordance with the applicable provisions of this Indenture, including without limitation Section 10.124.10 hereof (for the avoidance of doubt, at the time thereof). Upon delivery by the Company Issuers 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 Issuers in accordance with the provisions of this Indenture, including without limitation Section 10.124.10 hereof, the Trustee will execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations under its Subsidiary Note Guarantee.
(b) In additionUpon designation of any Guarantor as an Unrestricted Subsidiary in accordance with the terms of this Indenture, such Guarantor will be released and relieved of any obligations under its Note Guarantee.
(c) At such time as any Guarantor ceases to guarantee any other Indebtedness of an Issuer or another Guarantor, such Guarantor will be released and relieved of any obligations under its Note Guarantee, provided that, if it is also a Domestic Subsidiary, it is no longer an obligor with respect to any Indebtedness under any Credit Facility; provided, however, that if, at any time following such release, that Guarantor incurs a Guarantee under a Credit Facility, then such Guarantor shall be required to provide a Note Guarantee at such time.
(d) Upon Legal Defeasance or Covenant Defeasance or satisfaction and discharge of this Indenture in accordance with Article XI hereof, each Guarantor will be released and relieved of any obligations under its Subsidiary Note Guarantee:
(i) upon designation of such Guarantor as an Unrestricted Subsidiary in accordance with the terms of this Indenture;
(ii) upon Legal Defeasance in accordance with Article Thirteen of this Indenture or satisfaction and discharge of this Indenture in accordance with Article Four of this Indenture;
(iii) upon the liquidation or dissolution of such Guarantor, provided that no Default or Event of Default shall have occurred and is continuing; or
(iv) at such time as such Guarantor does not have outstanding any Guarantee of any Indebtedness (other than the Notes) of the Company or any Guarantor in excess of $10.0 million in aggregate principal amount.
(ce) On the first day on which the Notes achieve an Investment Grade Rating, each Guarantor will be released and relieved of any obligations under its Note Guarantee. Any Guarantor not released from its obligations under its Subsidiary Note Guarantee as provided in this Section 14.5 14.05 will remain liable for the full amount of principal of and interest and premium, if any, on the Notes and for the other obligations of any Guarantor under this Indenture as provided in this Article FourteenXIV.
Appears in 2 contracts
Samples: Supplemental Indenture (Regency Energy Partners LP), Third Supplemental Indenture (Regency Energy Partners LP)
Releases. A Guarantee of a Subsidiary Guarantor will be automatically released and discharged in any of the following events:
(a) In the event of any sale or other disposition of all or substantially all of the assets of any Guarantor, by way of merger, consolidation or otherwise, or a sale or other disposition of all of the Capital Stock of any Guarantor, in each case to a Person that is not (either before or after giving effect to such transactions) the Company or a Restricted Subsidiary of the Company, then such Guarantor (in the event of a sale or other disposition, by way of merger, consolidation or otherwise, of all of the Capital Stock of such Guarantor) or the corporation Person acquiring the property (in the event of a sale or other disposition of all or substantially all of the assets of such Guarantor) will be released and relieved of any obligations under its Subsidiary Guarantee, ; provided that the Net Proceeds of such sale or other disposition are applied in accordance with the applicable provisions of this Indenture, including without limitation Section 10.124.10 hereof, and such Guarantor is released from its guarantees, if any, of, and all pledges and security, if any, granted in connection with, the Credit Agreement and any other Indebtedness of the Issuers or any Restricted Subsidiary of the Company. Upon delivery by the Company Issuers 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 10.124.10 hereof, the Trustee will execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations under its Subsidiary Guarantee.
(b) In additionUpon designation of any Guarantor as an Unrestricted Subsidiary in accordance with the terms of this Indenture, such Guarantor will be released and relieved of any obligations under its Guarantee.
(c) Upon Covenant Defeasance or Legal Defeasance in accordance with Article 8 hereof or satisfaction and discharge of this Indenture in accordance with Article 11 hereof, each Guarantor will be released and relieved of any obligations under its Subsidiary Guarantee:
(i) upon designation of such Guarantor as an Unrestricted Subsidiary in accordance with the terms of this Indenture;
(ii) upon Legal Defeasance in accordance with Article Thirteen of this Indenture or satisfaction and discharge of this Indenture in accordance with Article Four of this Indenture;
(iii) upon the liquidation or dissolution of such Guarantor, provided that no Default or Event of Default shall have occurred and is continuing; or
(iv) at such time as such Guarantor does not have outstanding any Guarantee of any Indebtedness (other than the Notes) of the Company or any Guarantor in excess of $10.0 million in aggregate principal amount.
(cd) In the case of any Restricted Subsidiary which after the Issue Date, is required to Guarantee the Notes pursuant to Section 4.17 hereof, upon the release or discharge of the guarantee by such Restricted Subsidiary of Indebtedness of the Issuers or any Restricted Subsidiary of the Issuers or such Restricted Subsidiary or the repayment of the Indebtedness or Disqualified Stock, in each case, which resulted in the obligation to guarantee the Notes, such Guarantor will be released and relieved of any obligations under its Guarantee. A Guarantee also will be automatically released upon the applicable Subsidiary Guarantor ceasing to be a Subsidiary as a result of any foreclosure of any pledge or security interest securing Bank Indebtedness or other exercise of remedies in respect thereof. Any Guarantor not released from its obligations under its Subsidiary Guarantee as provided in this Section 14.5 10.05 will remain liable for the full amount of principal of and interest and premiumpremium and Liquidated Damages, if any, on the Notes and for the other obligations of any Guarantor under this Indenture as provided in this Article Fourteen10.
Appears in 2 contracts
Samples: Indenture (Hughes Communications, Inc.), Indenture (HNS Finance Corp.)
Releases. (a) In the event of any sale or other disposition of all or substantially all of the properties or assets of any Guarantor, by way of merger, consolidation or otherwise, or a sale or other disposition of all of the Capital Stock of any Guarantor, in each case to a Person that is not (either before or after giving effect to such transactions) the Company Regency Energy Partners or a Restricted Subsidiary of the CompanyRegency Energy Partners, then such Guarantor (in the event of a sale or other disposition, by way of merger, consolidation or otherwise, of all of the Capital Stock of such Guarantor) or the corporation Person acquiring the property properties or assets (in the event of a sale or other disposition of all or substantially all of the properties or assets of such Guarantor) will be released and relieved of any obligations under its Subsidiary Note Guarantee, ; provided that the Net Proceeds of such sale or other disposition are applied in accordance with the applicable provisions of this Indenture, including without limitation Section 10.124.10 hereof (for the avoidance of doubt, at the time thereof). Upon delivery by the Company Issuers 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 Issuers in accordance with the provisions of this Indenture, including without limitation Section 10.124.10 hereof, the Trustee will execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations under its Subsidiary Note Guarantee.
(b) In additionUpon designation of any Guarantor as an Unrestricted Subsidiary in accordance with the terms of this Indenture, such Guarantor will be released and relieved of any obligations under its Note Guarantee.
(c) At such time as any Guarantor ceases to guarantee any other Indebtedness of an Issuer or another Guarantor, such Guarantor will be released and relieved of any obligations under its Note Guarantee, provided that, if it is also a Domestic Subsidiary, it is no longer an obligor with respect to any Indebtedness under any Credit Facility; provided, however, that if, at any time following such release, that Guarantor incurs a Guarantee under a Credit Facility, then such Guarantor shall be required to provide a Note Guarantee at such time.
(d) Upon Legal Defeasance or Covenant Defeasance or satisfaction and discharge of this Indenture in accordance with Article XI hereof, each Guarantor will be released and relieved of any obligations under its Subsidiary Note Guarantee:
(i) upon designation of such Guarantor as an Unrestricted Subsidiary in accordance with the terms of this Indenture;
(ii) upon Legal Defeasance in accordance with Article Thirteen of this Indenture or satisfaction and discharge of this Indenture in accordance with Article Four of this Indenture;
(iii) upon the liquidation or dissolution of such Guarantor, provided that no Default or Event of Default shall have occurred and is continuing; or
(iv) at such time as such Guarantor does not have outstanding any Guarantee of any Indebtedness (other than the Notes) of the Company or any Guarantor in excess of $10.0 million in aggregate principal amount.
(c) . Any Guarantor not released from its obligations under its Subsidiary Note Guarantee as provided in this Section 14.5 14.05 will remain liable for the full amount of principal of and interest and premium, if any, on the Notes and for the other obligations of any Guarantor under this Indenture as provided in this Article FourteenXIV.”
Appears in 2 contracts
Samples: Fifth Supplemental Indenture (Regency Energy Partners LP), Third Supplemental Indenture (Regency Energy Partners LP)
Releases. (a) In the event of (i) any sale or other disposition of all or substantially all of the assets of any Guarantor, a Subsidiary Guarantor (including by way of merger, consolidation merger or otherwise, or a sale or other disposition of all of the Capital Stock of any Guarantor, in each case consolidation) to a Person that is not (either before or after giving effect to such transactionstransaction) the Company or a Restricted Subsidiary of the Company, then and as a result of which such Subsidiary Guarantor (in ceases to be a Restricted Subsidiary, if the event of a sale or other dispositiondisposition complies with Section 4.06 hereof, by way of merger, consolidation or otherwise, (ii) in connection with any sale of all of the Capital Stock of a Subsidiary Guarantor to a Person that is not (either before or after giving effect to such Guarantortransaction) a Subsidiary of the Company, and as a result of which such Subsidiary Guarantor ceases to be a Restricted Subsidiary, if the sale complies with Section 4.06 hereof, (iii) the designation of any Restricted Subsidiary that is a Subsidiary Guarantor as an Unrestricted Subsidiary in accordance with Section 4.14 hereof, or (iv) the corporation acquiring discharge or release of all guarantees by such Subsidiary Guarantor of, and all pledges of property or assets of such Subsidiary Guarantor securing, all other Indebtedness of the property (Company and the Restricted Subsidiaries, then such Guarantor or, in the event case of a sale or other disposition of all or substantially all of the assets of such Guarantor) , the Person acquiring such property, will be released and relieved of any obligations under its Subsidiary Guarantee, provided that the Net Proceeds of such sale or other disposition are applied in accordance with the applicable provisions of this Indenture, including without limitation Section 10.12. Upon delivery by the Company to the Trustee of an Officers’ ' Certificate and an Opinion of Counsel to the effect that such sale sale, disposition, redesignation or other disposition discharge or release was made by the Company in accordance with the provisions of this the Indenture, including without limitation Section 10.12, the Trustee will shall execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations under its Subsidiary Guarantee.
(b) In addition, each Guarantor will be released and relieved of any obligations under its Subsidiary Guarantee:
(i) upon designation of such Guarantor as an Unrestricted Subsidiary in accordance with the terms of this Indenture;
(ii) upon Legal Defeasance in accordance with Article Thirteen of this Indenture or satisfaction and discharge of this Indenture in accordance with Article Four of this Indenture;
(iii) upon the liquidation or dissolution of such Guarantor, provided that no Default or Event of Default shall have occurred and is continuing; or
(iv) at such time as such Guarantor does not have outstanding any Guarantee of any Indebtedness (other than the Notes) of the Company or any Guarantor in excess of $10.0 million in aggregate principal amount.
(c) Any Guarantor not released from its obligations under its Subsidiary Guarantee as provided in this Section 14.5 will remain liable for the full amount of principal of and interest and premium, if any, on the Notes and for the other obligations of any Guarantor under this Indenture as provided in this Article Fourteen.
Appears in 1 contract
Releases. (a) In the event of any a sale or other disposition of all or substantially all of the assets of any Guarantor, by way of merger, consolidation or otherwise, or a sale or other disposition of all of to the Capital Stock capital stock of any Guarantor, in each case to a Person that is not (either before or after giving effect to such transactions) the Company or a Restricted Subsidiary of the Company, then such Guarantor (in the event of a sale or other disposition, by way of merger, consolidation or otherwise, of all of the Capital Stock capital stock of such Guarantor) or the corporation acquiring the property (in the event of a sale or other disposition of all or substantially all of the assets of such Guarantor) will be released and relieved of any obligations under its Senior Subsidiary Guarantee, provided ; PROVIDED that the Net Proceeds of such sale or other disposition are applied in accordance with the applicable provisions of this the Senior Subordinated Note Indenture, including without limitation Section 10.124.10 of the Senior Subordinated Note Indenture. Upon delivery by the Company to the Senior Subordinated Note 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 the Senior Subordinated Note Indenture, including without limitation Section 10.124.10 of the Senior Subordinated Note Indenture, the Senior Subordinated Note Trustee will shall execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations under its Senior Subsidiary Guarantee.
(b) In addition, each Guarantor will be released and relieved of any obligations under its Subsidiary Guarantee:
(i) upon designation of such Guarantor as an Unrestricted Subsidiary in accordance with the terms of this Indenture;
(ii) upon Legal Defeasance in accordance with Article Thirteen of this Indenture or satisfaction and discharge of this Indenture in accordance with Article Four of this Indenture;
(iii) upon the liquidation or dissolution of such Guarantor, provided that no Default or Event of Default shall have occurred and is continuing; or
(iv) at such time as such Guarantor does not have outstanding any Guarantee of any Indebtedness (other than the Notes) of the Company or any Guarantor in excess of $10.0 million in aggregate principal amount.
(c) Any Guarantor not released from its obligations under its Senior Subsidiary Guarantee as provided in this Section 14.5 will shall remain liable for the full amount of principal of and interest and premium, if any, on the Senior Subordinated Notes and for the other obligations of any Guarantor under this the Senior Subordinated Note Indenture as provided in this Article Fourteen11 of the Senior Subordinated Note Indenture.
Appears in 1 contract
Releases. (a) In the event of any sale or other disposition of all of the Capital Stock of a Subsidiary Guarantor (including by way of merger or consolidation) to a Person that is not (either before or after giving effect to such transaction) Superior Energy, Issuer or a Restricted Subsidiary of Issuer or Superior Energy, then such Subsidiary Guarantor will be released and relieved of any obligations under its Note Guarantee; provided that the sale or other disposition, and the application of the net proceeds of such sale or other disposition, comply with the applicable provisions of this Indenture.
(b) In the event of any sale or other disposition of all or substantially all of the assets of any Guarantor, a Subsidiary Guarantor (including by way of merger, consolidation merger or otherwise, or a sale or other disposition of all of the Capital Stock of any Guarantor, in each case consolidation) to a Person that is not (either before or after giving effect to such transactionstransaction) the Company Superior Energy, Issuer or a Restricted Subsidiary of the CompanyIssuer or Superior Energy, then such Guarantor (in the event of a sale or other disposition, by way of merger, consolidation or otherwise, of all of the Capital Stock of such Guarantor) or the corporation acquiring the property (in the event of a sale or other disposition of all or substantially all of the assets of such Guarantor) will be released and relieved of any obligations under its Subsidiary the applicable Note Guarantee, ; provided that the Net Proceeds sale or other disposition, and the application of the net proceeds of such sale or other disposition are applied in accordance disposition, comply with the applicable provisions of this Indenture, including without limitation Section 10.12. Upon delivery by the Company Issuer 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 10.12, the Trustee will execute any documents reasonably requested by the Issuer that are required in order to evidence the release of any Subsidiary Guarantor from its obligations under its Note Guarantee in accordance with the foregoing Sections 10.05(a) and (b).
(c) Upon designation by Issuer of any Restricted Subsidiary that is a Subsidiary Guarantor as an Unrestricted Subsidiary in accordance with the terms of this Indenture, such Guarantor will be released and relieved of any obligations under its Note Guarantee.
(bd) In additionUpon Legal Defeasance in accordance with Article 8 hereof or satisfaction and discharge of this Indenture in accordance with Article 11 hereof, each Guarantor will be released and relieved of any obligations under its Subsidiary Note Guarantee:
(i) upon designation of such Guarantor as an Unrestricted Subsidiary in accordance with the terms of this Indenture;
(ii) upon Legal Defeasance in accordance with Article Thirteen of this Indenture or satisfaction and discharge of this Indenture in accordance with Article Four of this Indenture;
(iii) upon the liquidation or dissolution of such Guarantor, provided that no Default or Event of Default shall have occurred and is continuing; or
(iv) at such time as such Guarantor does not have outstanding any Guarantee of any Indebtedness (other than the Notes) of the Company or any Guarantor in excess of $10.0 million in aggregate principal amount.
(c) . Any Guarantor not released from its obligations under its Subsidiary Note Guarantee as provided in this Section 14.5 10.05 will remain liable for the full amount of principal of and interest and premium, if any, premium on the Notes and for the other obligations of any Guarantor under this Indenture as provided in this Article Fourteen10.
Appears in 1 contract
Releases. The obligations of any Guarantor under its Note Guarantee shall be automatically and unconditionally released and discharged when any of the following occurs:
(a) In the event of any sale or other a disposition of all or substantially all of the assets of any Guarantor(including, without limitation, by way of merger, consolidation or otherwise), directly or a sale or other disposition indirectly, of all of the Capital Stock capital stock of such Guarantor to any Guarantor, in each case to a Person that is not (either before or after giving effect to such transactions) the Company or a Restricted Subsidiary of the Company;
(b) a disposition (including, then such Guarantor (in the event of a sale or other dispositionwithout limitation, by way of merger, consolidation or otherwise), directly or indirectly, of all capital stock of such Guarantor to any Person that is not a Restricted Subsidiary of the Capital Stock Company, or an issuance by such Guarantor of its capital stock, in each case as a result of which such Guarantor ceases to be a Subsidiary of the Company;
(c) such Guarantor ceases to be a borrower or other obligor with respect to any Indebtedness of the Company under the Credit Agreement and the Company’s outstanding Existing Senior Notes and any Indebtedness of such Guarantor) or Guarantor outstanding on the corporation acquiring the property (in the event of release date could have been incurred by a sale or other disposition of all or substantially all non-Guarantor of the assets of such Guarantor) will be released and relieved of any obligations Notes under its Subsidiary Guarantee, provided that the Net Proceeds of such sale or other disposition are applied in accordance with the applicable provisions of this Indenture, including without limitation Section 10.12. 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 10.12, the Trustee will execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations under its Subsidiary Guarantee.4.07;
(bd) In addition, each Guarantor will be released and relieved of any obligations under its Subsidiary Guarantee:
(i) upon the designation of such Guarantor as an Unrestricted Subsidiary in accordance with the terms provisions of this Indenture;
(iie) in the case of any Guarantor which, after the date of this Indenture, liquidates or dissolves or consolidates or merges with or into another Guarantor or the Company, upon such liquidation, dissolution, consolidation or merger;
(f) with the consent of each Holder of outstanding Notes; or
(g) upon Legal Defeasance or Covenant Defeasance in accordance with Article Thirteen of this Indenture 8 hereof or satisfaction and discharge of this Indenture in accordance with Article Four of this Indenture;
(iii) upon the liquidation or dissolution of such Guarantor, provided that no Default or Event of Default shall have occurred and is continuing; or
(iv) at such time as such Guarantor does not have outstanding any Guarantee of any Indebtedness (other than the Notes) of the Company or any Guarantor in excess of $10.0 million in aggregate principal amount.
(c) 11 hereof. Any Guarantor not released from its obligations under its Subsidiary Note Guarantee as provided in this Section 14.5 will 10.05 shall remain liable for the full amount of principal of and interest and premiumof, premium on, if any, on or interest on, the Notes and for the other obligations of any Guarantor under this Indenture as provided in this Article Fourteen10.
Appears in 1 contract
Releases. (a) In the event The Note Guarantee of a Guarantor will be released:
(1) in connection with any sale or other disposition of all or substantially all of the properties or assets of any that Guarantor, by way of merger, consolidation or otherwise, or a sale or other disposition of all of the Capital Stock of any Guarantor, in each case to a Person that is not (either before or after giving effect to such transactionstransaction) the Company or a Restricted Subsidiary of the Company, then such Guarantor (in if the event of a sale or other disposition, by way of merger, consolidation or otherwise, of all of the Capital Stock of such Guarantordisposition does not violate Section 4.10 hereof;
(2) or the corporation acquiring the property (in the event of a connection with any sale or other disposition of all Capital Stock of that Guarantor to a Person that is not (either before or substantially all after giving effect to such transaction) the Company or a Restricted Subsidiary of the assets Company, if the sale or other disposition does not violate Section 4.10 hereof and the Guarantor ceases to be a Restricted Subsidiary of such Guarantor) will be released and relieved the Company as a result of any obligations under its Subsidiary Guaranteethe sale or other disposition; provided, provided in both cases, that the Company delivers to the Trustee an Officers’ Certificate certifying that the Net Proceeds of such sale or other disposition are will be applied in accordance with the applicable provisions of this Indenture, including without limitation Section 10.124.10 hereof. Upon delivery by the Company to the Trustee of an such 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 10.12Certificate, the Trustee will execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations under its Subsidiary Note Guarantee.;
(b3) In addition, each if the Company designates any Restricted Subsidiary that is a Guarantor will to be released and relieved of any obligations under its Subsidiary Guarantee:
(i) upon designation of such Guarantor as an Unrestricted Subsidiary in accordance with the terms of this Indentureapplicable provisions hereof;
(ii4) upon Legal Defeasance in accordance with Article Thirteen of this Indenture legal defeasance, covenant defeasance or satisfaction and discharge of this Indenture hereof as provided in accordance with Article Four of this Indenture;
(iii) upon the liquidation or dissolution of such Guarantor, provided that no Default or Event of Default shall have occurred 8 and is continuingArticle 11 hereof; or
(iv5) at such time as such Guarantor (a) does not have outstanding any Guarantee of any Indebtedness (other than the Notes) of the Company or any other Guarantor in excess other than the Notes (except as a result of $10.0 million in aggregate principal amountpayment under any such other Guarantee) and (b) is not a Domestic Subsidiary that is an obligor with respect to any Indebtedness under any Credit Facility.
(cb) Any Guarantor not released from its obligations under its Subsidiary Note Guarantee as provided in this Section 14.5 10.05 will remain liable for the full amount of principal of and interest and premiumof, premium on, if any, on and interest and Special Interest, if any, on, the Notes and for the other obligations of any Guarantor under this Indenture hereunder as provided in this Article Fourteen10.
Appears in 1 contract
Releases. (a) In the event of any sale or other disposition of all or substantially all of the assets of any Guarantor, by way of merger, consolidation or otherwise, or a sale or other disposition of all of the Capital Stock of any Guarantor, in each case to a Person that is not (either before or after giving effect to such transactions) by the Company or a Restricted Subsidiary of the Company, then such Guarantor (in the event of a sale or other disposition, by way of merger, consolidation or otherwise, of all of the Capital Stock of such Guarantor) or the corporation acquiring the property (in the event of a sale or other disposition of all or substantially all of the assets of such Guarantor) will be released and relieved of any obligations under its Subsidiary Guarantee, ; provided that the Net Proceeds of such sale or other disposition are applied in accordance with the applicable provisions of this Indenture, including without limitation Section 10.124.10 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 Indenture, including without limitation Section 10.124.10 hereof, the Trustee will execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations under its Subsidiary Guarantee.
(b) In additionUpon designation of any Guarantor as an Unrestricted Subsidiary in accordance with the terms of this Indenture, such Guarantor will be released and relieved of any obligations under its Subsidiary Guarantee.
(c) Upon Legal Defeasance in accordance with Article 8 hereof or satisfaction and discharge of this Indenture in accordance with Article 12 hereof, each Guarantor will be released and relieved of any obligations under its Subsidiary Guarantee:
(i) upon designation of such Guarantor as an Unrestricted Subsidiary in accordance with the terms of this Indenture;
(ii) upon Legal Defeasance in accordance with Article Thirteen of this Indenture or satisfaction and discharge of this Indenture in accordance with Article Four of this Indenture;
(iii) upon the liquidation or dissolution of such Guarantor, provided that no Default or Event of Default shall have occurred and is continuing; or
(iv) at such time as such Guarantor does not have outstanding any Guarantee of any Indebtedness (other than the Notes) of the Company or any Guarantor in excess of $10.0 million in aggregate principal amount.
(c) . Any Guarantor not released from its obligations under its Subsidiary Guarantee as provided in this Section 14.5 11.05 will remain liable for the full amount of principal of and interest and premium, if any, on the Notes and for the other obligations of any Guarantor under this Indenture as provided in this Article Fourteen11.
Appears in 1 contract
Samples: Indenture (Puretec Corp)
Releases. (a) In the event of any sale or other disposition of (1) all or substantially all of the assets or Capital Interests of any Guarantora Guarantor are sold or otherwise transferred, by way of merger, consolidation or otherwise, or to a Person that is not an Affiliate of the Company in compliance with the terms of this Indenture; (2) of a sale or other transfer or disposition of all of the Capital Stock of Interests in any Guarantor, in each case Guarantor to a any Person that is not (either before or after giving effect to such transactions) the Company or a Restricted Subsidiary an Affiliate of the Company, then such Guarantor (in the event of a sale or other disposition, by way of merger, consolidation or otherwise, of all of the Capital Stock of such Guarantor) or the corporation acquiring the property (in the event of a sale or other disposition of all or substantially all of the assets of such Guarantor) will be released and relieved of any obligations under its Subsidiary Guarantee, provided that the Net Proceeds of such sale or other disposition are applied in accordance with the applicable provisions of this Indenture, including without limitation Section 10.12. 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 10.12, the Trustee will execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations under its Subsidiary Guarantee.
(b) In addition, each Guarantor will be released and relieved of any obligations under its Subsidiary Guarantee:
(i) upon designation of such Guarantor as an Unrestricted Subsidiary in accordance compliance with the terms of this Indenture;
; or (ii3) upon Legal Defeasance in accordance with Article Thirteen that a Guarantor shall no longer guarantee any Debt under the Credit Agreement or (4) of this Indenture defeasance or satisfaction and discharge of this Indenture pursuant to Article VIII herein, then such Guarantor (or, in the case of clause (4), each Guarantor) shall be deemed automatically and unconditionally released and discharged of any obligations under its Note Guarantee, as evidenced by a supplemental indenture executed by the Company, the Guarantors (other than such released Guarantor) and the Trustee, without any further action on the part of the Trustee or any Holder; provided that in the case of clauses (i) and (ii) above the Company delivers an Officers’ Certificate to the Trustee certifying that the net cash proceeds of such sale or other disposition will be applied in accordance with Article Four Section 4.10; and provided further, that in the case of this Indenture;
clause (iii) upon above, in the liquidation or dissolution of event any such Guarantor, provided that no Default or Event of Default released Guarantor shall have occurred and is continuing; or
(iv) at such time as such Guarantor does not have outstanding thereafter Guarantee any Guarantee of any Indebtedness (other than the Notes) Debt of the Company or a Restricted Subsidiary under the Credit Agreement (or if any released Guarantee (the release of which is a permitted release under clause (iii) above) is reinstated or renewed), then such released Guarantor shall guarantee the Notes on the terms and conditions set forth in excess of $10.0 million this Indenture, subject to future release in aggregate principal amount.
(c) accordance with this Section 10.6. Any Guarantor not released from its obligations under its Subsidiary this Note Guarantee as provided in this Section 14.5 will shall remain liable for the full amount of principal of and interest and premium, if any, on the Notes and for the other obligations of any Guarantor under this Indenture as provided in this Article Fourteen.X.
Appears in 1 contract
Samples: Indenture (Oshkosh Corp)
Releases. (a) In the event of any a (i) sale or other disposition of all or substantially all of the assets of any Guarantor, by way of merger, consolidation or otherwise, or a sale or other disposition of all of the Capital Stock capital stock of any Guarantor, in each case to a Person that is not (either before or after giving effect to such transactions) the Company or any other Guarantor, (ii) a Restricted Subsidiary termination of one or more Guarantees by any Guarantor of any other Senior Subordinated Indebtedness of the CompanyCompany or any other Guarantor which results in such Guarantor no longer being subject to any Guarantee of any other Senior Subordinated Indebtedness of the Company or any other Guarantor, (iii) the exercise by the Company of its option to have either Section 8.02 or 8.03 of the Indenture be applied to all outstanding Notes in accordance with the terms set forth in Article 8 of the Indenture or (iv) the designation by the Company of any Guarantor as an Unrestricted Subsidiary in accordance with the terms set forth in Section 4.13 of the Indenture, then such Guarantor (upon the occurrence of an event described in the event clauses (ii), (iii) or (iv) of a sale or other disposition, by way of merger, consolidation or otherwise, of all of the Capital Stock of such Guarantorthis paragraph) or the corporation acquiring the property (upon the occurrence of an event described in the event clause (i) of a sale or other disposition of all or substantially all of the assets of such Guarantorthis paragraph) will be released and relieved of any obligations under its Subsidiary Guarantee, ; provided that the Net Proceeds Proceeds, if any, of such sale or other disposition are applied in accordance with the applicable provisions of this the Indenture, including without limitation Section 10.124.10 of the Indenture. 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 the Indenture, including without limitation Section 10.124.10 of the Indenture, the Trustee will shall execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations under its Subsidiary Guarantee.
(b) In addition, each Guarantor will be released and relieved of any obligations under its Subsidiary Guarantee:
(i) upon designation of such Guarantor as an Unrestricted Subsidiary in accordance with the terms of this Indenture;
(ii) upon Legal Defeasance in accordance with Article Thirteen of this Indenture or satisfaction and discharge of this Indenture in accordance with Article Four of this Indenture;
(iii) upon the liquidation or dissolution of such Guarantor, provided that no Default or Event of Default shall have occurred and is continuing; or
(iv) at such time as such Guarantor does not have outstanding any Guarantee of any Indebtedness (other than the Notes) of the Company or any Guarantor in excess of $10.0 million in aggregate principal amount.
(c) Any Guarantor not released from its obligations under its Subsidiary Guarantee as provided in this Section 14.5 will shall remain liable for the full amount of principal of and interest and premium, if any, on the Notes and for the other obligations of any Guarantor under this the Indenture as provided in this Article Fourteen11 of the Indenture.
Appears in 1 contract
Samples: Supplemental Indenture (Asbury Automotive Group Inc)
Releases. The Note Guarantee of a Subsidiary Guarantor, together with all of its other obligations under this Indenture, shall be automatically and unconditionally released and discharged:
(a) In in the event of any sale or other disposition of all or substantially all of the properties or assets of any Guarantor, that Subsidiary Guarantor (including by way of merger, consolidation merger or otherwise, or a sale or other disposition of all of the Capital Stock of any Guarantor, in each case consolidation) to a Person that is not (either before or after giving effect to such transactionstransaction) the Company Parent or a Restricted Subsidiary of the CompanyParent, then if the sale or other disposition complies with Section 4.10 hereof (it being understood that only such Guarantor portion of the Net Proceeds as is required to be applied on or before the date of such release and discharge in accordance with the terms of Section 4.10 needs to be applied in accordance therewith at such time);
(b) in the event of a sale or other disposition, by way of merger, consolidation or otherwise, of all of the Capital Stock of such Guarantor) or the corporation acquiring the property (in the event of a any sale or other disposition of all Capital Stock of that Subsidiary Guarantor to a Person that is not (either before or substantially all after giving effect to such transaction) the Parent or a Restricted Subsidiary of the assets of such Guarantor) will be released and relieved of any obligations under its Subsidiary GuaranteeParent, provided that if the Net Proceeds of such sale or other disposition are complies with Section 4.10 hereof (it being understood that only such portion of the Net Proceeds as is required to be applied on or before the date of such release and discharge in accordance with the terms of Section 4.10 needs to be applied in accordance therewith at such time) and such Subsidiary Guarantor ceases to be a Restricted Subsidiary of the Parent as a result of the sale or other disposition;
(c) if the Parent designates such Subsidiary Guarantor as an Unrestricted Subsidiary in accordance with the applicable provisions of this Indenture, including without limitation Section 10.12. Upon delivery by the Company to the Trustee of an Officers’ Certificate and an Opinion of Counsel to the effect that such sale ;
(d) upon Legal Defeasance or other disposition was made by the Company Covenant Defeasance in accordance with Article 8 hereof or satisfaction and discharge of this Indenture in accordance with Article 11 hereof;
(e) upon the provisions liquidation or dissolution of such Subsidiary Guarantor, provided no Default or Event of Default has occurred that is continuing;
(f) upon the merger of such Subsidiary Guarantor into, or the consolidation of such Subsidiary Guarantor with, (a) an Issuer, the Parent or another Subsidiary Guarantor or (b) a Subsidiary of the Parent if the surviving or resulting entity is an Unrestricted Subsidiary or a Foreign Subsidiary; or
(g) at such time as such Subsidiary Guarantor ceases to guarantee or be otherwise obligated in respect of any other Indebtedness of any Issuer or Guarantor in excess of the De Minimis Guaranteed Amount under a Credit Facility. The Note Guarantee of the Parent, together with its other obligations under this Indenture, including without limitation Section 10.12will be automatically and unconditionally released and discharged only upon (i) the merger of the Parent into either Issuer or any Subsidiary Guarantor, (ii) upon Legal Defeasance or Covenant Defeasance in accordance with Article 8 hereof or satisfaction and discharge of this Indenture in accordance with Article 11 hereof or (iii) the liquidation or dissolution of the Parent, provided in each case no Default or Event of Default has occurred that is continuing. The Trustee will shall execute any documents reasonably required requested by the Issuers in order to evidence the release of any Guarantor from its obligations under its Note Guarantee; provided that in the case of a release of a Note Guarantee of a Subsidiary Guarantee.
(b) In addition, each Guarantor will be released and relieved of any obligations under its Subsidiary Guarantee:
(i) upon designation of such Guarantor as an Unrestricted Subsidiary in accordance with the terms of this Indenture;
(ii) upon not involving a Legal Defeasance in accordance with Article Thirteen of this Indenture or Covenant Defeasance or a satisfaction and discharge of this Indenture in accordance Indenture, prior to executing such documents, the Trustee shall be entitled to receive from the Issuers an Officers’ Certificate and an Opinion of Counsel compliant with Article Four Section 12.05 to the effect that the conditions precedent to such release have been satisfied. Any failure by the Trustee to execute such documents shall, however, not affect the automatic release and discharge of the Note Guarantee and the other obligations of any Subsidiary Guarantor or the Parent as contemplated by the foregoing provisions of this Indenture;
(iii) upon the liquidation or dissolution of such Guarantor, provided that no Default or Event of Default shall have occurred and is continuing; or
(iv) at such time as such Guarantor does not have outstanding any Guarantee of any Indebtedness (other than the Notes) of the Company or any Guarantor in excess of $10.0 million in aggregate principal amount.
(c) Section 10.04. Any Guarantor not released from its obligations under its Subsidiary Note Guarantee as provided in this Section 14.5 10.04 will remain liable for the full amount of principal of and interest and of, premium, if any, on on, and interest on, the Notes and for the other obligations of any such Guarantor under this Indenture as provided in this Article Fourteen10.
Appears in 1 contract
Samples: Indenture (Exterran Corp)
Releases. (a) In the event of any sale or other disposition of all or substantially all of the assets of any Guarantor, by way of merger, amalgamation, consolidation or otherwise, or a sale or other disposition of all of the Capital Stock of any GuarantorGuarantor (other than the Company), in each case to a Person that is not (either before or after giving effect to such transactions) the Company or a Restricted Subsidiary an Affiliate of the Company, then such Guarantor (in the event of a sale or other disposition, by way of merger, amalgamation, consolidation or otherwise, of all of the Capital Stock of such Guarantor) or the corporation acquiring the property (in the event of a sale or other disposition of all or substantially all of the assets of such Guarantor) will be released and relieved of any obligations under its Subsidiary Note Guarantee, ; provided that the Net Proceeds of such sale or other disposition are applied in accordance with the applicable provisions of this Indenture, including without limitation Section 10.124.10 hereof and the Guarantor ceases to be a Restricted Subsidiary of the Company as a result of the sale or other disposition; provided that Xxxxxxx Corp. will only be released from its Note Guarantee if the proceeds from the sale of its Capital Stock are contributed to the Issuer as common equity (which contribution will be ignored for purposes of Section 4.07 hereof. Upon delivery by the Company Issuer 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 Issuer in accordance with the provisions of this Indenture, including without limitation Section 10.124.10 hereof, the Trustee will execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations under its Subsidiary Note Guarantee.;
(b) In additionUpon designation of any Guarantor as an Unrestricted Subsidiary in accordance with the terms of this Indenture, such Guarantor will be released and relieved of any obligations under its Note Guarantee;
(c) if a Guarantor ceases to be a Wholly-Owned Subsidiary of the Issuer as a result of the Joint Venture Transactions; or
(d) Upon Legal Defeasance in accordance with Article 8 hereof or satisfaction and discharge of this Indenture in accordance with Article 11 hereof, each Guarantor will be released and relieved of any obligations under its Subsidiary Note Guarantee:
(i) upon designation . The Note Guarantees of such Guarantor as an Unrestricted Subsidiary Xxxxxxx Corp. and its Restricted Subsidiaries will not be released in accordance connection with the terms of this Indenture;
(ii) upon Legal Defeasance in accordance with Article Thirteen of this Indenture or satisfaction and discharge of this Indenture in accordance with Article Four of this Indenture;
(iii) upon the liquidation or dissolution of such Guarantor, provided that no Default or Event of Default shall have occurred and is continuing; or
(iv) at such time as such Guarantor does not have outstanding any Guarantee of any Indebtedness (other than the Notes) of the Company or any Guarantor in excess of $10.0 million in aggregate principal amount.
(c) Xxxxxxx Sale. Any Guarantor not released from its obligations under its Subsidiary Note Guarantee as provided in this Section 14.5 10.05 will remain liable for the full amount of principal of and interest and premiumpremium and Special Interest, if any, on the Notes and for the other obligations of any Guarantor under this Indenture as provided in this Article Fourteen10.
Appears in 1 contract
Samples: Indenture (AbitibiBowater Inc.)
Releases. (a) In the event of any sale or other disposition of all or substantially all of the assets of any Guarantor, by way of merger, consolidation or otherwise, or a sale or other disposition of all of the Capital Stock of any Guarantor, in each case to a Person that is not (either before or after giving effect to such transactionstransaction) the Company or a Restricted Subsidiary of the Company, then such Guarantor the corporation acquiring the property will be released and relieved of any obligations under the Note Guarantee;
(in b) In the event of any sale or other disposition of Capital Stock of any Guarantor to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary of the Company and such Guarantor ceases to be a Restricted Subsidiary of the Company as a result of the sale or other disposition, by way of merger, consolidation or otherwise, of all of the Capital Stock of then such Guarantor) or the corporation acquiring the property (in the event of a sale or other disposition of all or substantially all of the assets of such Guarantor) Guarantor will be released and relieved of any obligations under its Subsidiary Note Guarantee; provided, provided in both cases, that the Net Proceeds of such sale or other disposition are applied in accordance with the applicable provisions of this Indenture, including without limitation Section 10.124.10 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 Indenture, including without limitation Section 10.124.10 hereof, the Trustee will execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations under its Subsidiary Note Guarantee.
(bc) In additionUpon designation of any Restricted Subsidiary that is a Guarantor as an Unrestricted Subsidiary in accordance with the terms of this Indenture, such Guarantor will be released and relieved of any obligations under its Note Guarantee.
(d) Upon Legal Defeasance or Covenant Defeasance in accordance with Article 8 hereof or satisfaction and discharge of this Indenture in accordance with Article 11 hereof, each Guarantor will be released and relieved of any obligations under its Subsidiary Note Guarantee:
(i) upon designation of such Guarantor as an Unrestricted Subsidiary in accordance with the terms of this Indenture;
(ii) upon Legal Defeasance in accordance with Article Thirteen of this Indenture or satisfaction and discharge of this Indenture in accordance with Article Four of this Indenture;
(iii) upon the liquidation or dissolution of such Guarantor, provided that no Default or Event of Default shall have occurred and is continuing; or
(iv) at such time as such Guarantor does not have outstanding any Guarantee of any Indebtedness (other than the Notes) of the Company or any Guarantor in excess of $10.0 million in aggregate principal amount.
(c) . Any Guarantor not released from its obligations under its Subsidiary Note Guarantee as provided in this Section 14.5 10.05 will remain liable for the full amount of principal of and interest and premiumof, premium on, if any, on interest and Special Interest, if any, on, the Notes and for the other obligations of any Guarantor under this Indenture as provided in this Article Fourteen10.
Appears in 1 contract
Samples: Indenture (Energy Partners LTD)
Releases. (a) In the event of any sale or other disposition of all or substantially all of the assets of any Guarantor, by way of merger, consolidation or otherwise, or a sale or other disposition of all of the Capital Stock of any Guarantor, in each case to a Person that is not (either before or after giving effect to such transactionstransaction) the Company Issuer or a Restricted Subsidiary of the CompanyIssuer, then such Guarantor (in the event of a sale or other disposition, by way of merger, consolidation or otherwise, of all of the Capital Stock of such Guarantor) or the corporation acquiring the property (in the event of a sale or other disposition of all or substantially all of the assets of such Guarantor) will be automatically released and relieved of any obligations under its Subsidiary Note Guarantee, ; provided that the Net Proceeds of such sale or other disposition are applied in accordance with (and to the extent required by) the applicable provisions of this Indenture, including without limitation 4.10 (a) hereof; provided, further, that the failure to apply the Net Proceeds of such sale or other disposition in accordance with the applicable provisions of this Indenture will constitute an Event of Default, but will not result in the reinstatement of any Note Guarantee released in accordance with the provisions of this Section 10.1211.04. Upon delivery by the Company Issuer 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 Issuer in accordance with the provisions of this Indenture, including without limitation Section 10.124.10 hereof, the Trustee will execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations under its Subsidiary Note Guarantee.
(b) In additionthe event any Guarantor is released from its Guarantee of all other Indebtedness of the Issuer or any Subsidiary of the Issuer, then such Guarantor will be automatically released and relieved of any obligations under its Note Guarantee; provided that if such Guarantor shall guarantee or otherwise provide direct credit support for any Indebtedness of the Issuer or any Subsidiary of the Issuer at a later date, then such Guarantor will again become a Guarantor and execute a supplemental indenture and deliver an Opinion of Counsel satisfactory to the Trustee within 10 Business Days of the date on which it provided such Guarantee or direct credit support.
(c) Upon Legal Defeasance in accordance with Article 8 hereof or satisfaction and discharge of this Indenture in accordance with Article 12 hereof, each Guarantor will be released and relieved of any obligations under its Subsidiary Note Guarantee:
(i) upon designation of such Guarantor as an Unrestricted Subsidiary in accordance with the terms of this Indenture;
(ii) upon Legal Defeasance in accordance with Article Thirteen of this Indenture or satisfaction and discharge of this Indenture in accordance with Article Four of this Indenture;
(iii) upon the liquidation or dissolution of such Guarantor, provided that no Default or Event of Default shall have occurred and is continuing; or
(iv) at such time as such Guarantor does not have outstanding any Guarantee of any Indebtedness (other than the Notes) of the Company or any Guarantor in excess of $10.0 million in aggregate principal amount.
(cd) Any Guarantor not released from its obligations under its Subsidiary Note Guarantee as provided in this Section 14.5 11.04 will remain liable for the full amount of principal of and interest and premium, if any, on the Notes and for the other obligations of any Guarantor under this Indenture as provided in this Article Fourteen11.
Appears in 1 contract
Releases. (a) In the event of any sale or other disposition of all or substantially all of the assets of any Guarantor(i) a conveyance, by way of mergersale, consolidation or otherwiseassignment, or a sale transfer or other disposition of all of the Capital Stock of a Guarantor to any Guarantor, in each case to a Person that is not (either before or after giving effect to such transactions) the Company or a Restricted Subsidiary of the Company, then such Guarantor (in the event of a sale or other disposition, by way of amalgamation, merger, consolidation or otherwise, of all of the Capital Stock of such Guarantor) or the corporation acquiring the property (in the event of a sale or other disposition of all or substantially all of the assets of such Guarantora Subsidiary Guarantor to any Person (by way of amalgamation, merger, consolidation or otherwise), (ii) will be released and relieved of any obligations under its Subsidiary Guarantee, provided that the Net Proceeds of such sale or other disposition are applied in accordance with the applicable provisions of this Indenture, including without limitation Section 10.12. 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 10.12, the Trustee will execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations under its Subsidiary Guarantee.
(b) In addition, each Guarantor will be released and relieved of any obligations under its Subsidiary Guarantee:
(i) upon designation of such Subsidiary Guarantor as an Unrestricted Subsidiary in accordance with the terms of this Indenture;
, (iiiii) upon Legal Defeasance the release or discharge of the guarantee that resulted in the creation of the Guarantee pursuant to Section 10.20, except a discharge or release by or as a result of payment under such guarantee, or (iv) a release and discharge of the Guarantor’s Guarantee pursuant to Section 4.03, then such Guarantor (or Person acquiring such assets in the event of a sale or other disposition of all of the assets of such Guarantor) shall be deemed automatically and unconditionally released from and discharged from all of its obligations under this Article XIII and its Guarantee without any further action required on the part of the Trustee or any Holder; provided that, in the event such transaction constitutes an Asset Sale, the Net Cash Proceeds of such conveyance, sale, assignment, transfer or other disposition are applied in accordance with Article Thirteen Section 10.13 hereof.
(b) Any Guarantor that is designated by the Board of Directors of the Company as an Unrestricted Subsidiary, or ceases to be a Subsidiary of the Company in accordance with the terms of this Indenture may, at such time, at the option of the Board of Directors, be released and relieved of its obligations under its Guarantee.
(c) Concurrently with the defeasance of the Securities under Section 12.02 hereof, the covenant defeasance of the Securities under Section 12.03 hereof, or satisfaction the release and discharge of this Indenture in accordance with under Article Four of IV hereof, the Guarantors shall be released from all their obligations under their Guarantees under this Indenture;
(iii) upon the liquidation or dissolution of such Guarantor, provided that no Default or Event of Default shall have occurred and is continuing; or
(iv) at such time as such Guarantor does not have outstanding any Guarantee of any Indebtedness (other than the Notes) of the Company or any Guarantor in excess of $10.0 million in aggregate principal amountArticle XIII.
(cd) The Trustee shall deliver an appropriate instrument evidencing such release upon receipt of a Company Request accompanied by an Officers’ Certificate certifying as to the compliance with this Section 13.09. Any Guarantor not so released from its obligations under its Subsidiary Guarantee as provided in this Section 14.5 will shall remain liable for the full amount of principal of and interest and premium, if any, on the Notes and for the other obligations of any Guarantor under this Indenture Securities as provided in this Article Fourteenits Guarantee.
Appears in 1 contract
Samples: Indenture (Baytex Energy LTD)
Releases. (a) In the event of any sale or other disposition of all or substantially all of the assets of any Guarantor, by way of merger, consolidation or otherwise, or a sale or other disposition of all of the Capital Stock of any Guarantor, in each case to a Person that is not (either before or after giving effect to such transactions) the Company or a Restricted Subsidiary of the Company, then such Guarantor (in the event of a sale or other disposition, by way of merger, consolidation or otherwise, of all of the Capital Stock of such Guarantor) or the corporation acquiring the property (in the event of a sale or other disposition of all or substantially all of the assets of such Guarantor) will be released and relieved of any obligations under its Subsidiary Note Guarantee, ; provided that the Net Proceeds of such sale or other disposition are applied in accordance with the applicable provisions of this Indenture, including without limitation Section 10.124.10 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 Indenture, including without limitation Section 10.124.10 hereof, the Trustee will execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations under its Subsidiary Note Guarantee.
(b) In additionUpon designation of any Guarantor as an Unrestricted Subsidiary in accordance with the terms of this Indenture, such Guarantor will be released and relieved of any obligations under its Note Guarantee without any action on the part of the Trustee.
(c) Upon Legal or Covenant Defeasance in accordance with Article 8 hereof or satisfaction and discharge of this Indenture in accordance with Article 12 hereof, each Guarantor will be released and relieved of any obligations under its Subsidiary Guarantee:Note Guarantee without any action on the part of the Trustee.
(id) upon designation In connection with any transaction after which any Guarantor is no longer a Restricted Subsidiary of such Guarantor as an Unrestricted Subsidiary the Company in accordance with the terms of this Indenture;, such Guarantor will be released and relieved of any obligations under its Note Guarantee without any action on the part of the Trustee.
(iie) upon Legal Defeasance in accordance with Article Thirteen of this Indenture or satisfaction and discharge of this Indenture in accordance with Article Four of this Indenture;
(iii) upon the liquidation or dissolution of such Guarantor, provided that no Default or Event of Default If any Subsidiary Guarantor shall have occurred and is continuing; or
(iv) at such time as such Guarantor does not have outstanding any Guarantee of guarantee any Indebtedness (or other than obligations under the Notes) Credit Agreement of the Company or any Domestic Restricted Subsidiary, such Guarantor in excess will be released and relieved of $10.0 million in aggregate principal amount.
(c) any obligations under its Note Guarantee without any action on the part of the Trustee. Any Guarantor not released from its obligations under its Subsidiary Note Guarantee as provided in this Section 14.5 11.06 will remain liable for the full amount of principal of and interest and premiumpremium and Special Interest, if any, on the Notes and for the other obligations of any Guarantor under this Indenture as provided in this Article Fourteen11.
Appears in 1 contract
Samples: Indenture (Emmis Operating Co)
Releases. The Note Guarantee of a Guarantor will terminate and be automatically and unconditionally released and discharged:
(a1) In the event of any upon a sale or other disposition (including by way of stock issuance, consolidation or merger) of the Capital Stock of such Guarantor after which such Guarantor is not a Restricted Subsidiary or the sale or disposition of all or substantially all of the assets of any Guarantor, by way of merger, consolidation or otherwise, or a sale or the Guarantor (other disposition of all of the Capital Stock of any Guarantor, in each case than to a Person that is not (either before or after giving effect to such transactions) the Company or a Restricted Subsidiary of Subsidiary) otherwise permitted by this Indenture;
(2) upon the Company, then such Guarantor (in the event of a sale or other disposition, by way of merger, consolidation or otherwise, of all of the Capital Stock of such Guarantor) or the corporation acquiring the property (in the event of a sale or other disposition of all or substantially all of the assets of such Guarantor) will be released and relieved of any obligations under its Subsidiary Guarantee, provided that the Net Proceeds of such sale or other disposition are applied designation in accordance with this Indenture of the applicable provisions of this Indenture, including without limitation Section 10.12. 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 10.12, the Trustee will execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations under its Subsidiary Guarantee.
(b) In addition, each Guarantor will be released and relieved of any obligations under its Subsidiary Guarantee:
(i) upon designation of such Guarantor as an Unrestricted Subsidiary in accordance with or the terms occurrence of this Indentureany event after which the Guarantor is no longer a Restricted Subsidiary;
(ii3) upon Legal Defeasance in accordance with Article Thirteen of this Indenture defeasance or satisfaction and discharge of this Indenture the Notes, as provided in accordance with Article Four of this Indenture8 and Article 12 hereof;
(iii4) upon to the liquidation or dissolution extent that such Guarantor is not an Immaterial Subsidiary solely due to the operation of the proviso of the definition of “Immaterial Subsidiary,” upon the release of the guarantee referred to in such Guarantor, provided that no Default or Event of Default shall have occurred and is continuing; orclause;
(iv5) at such time upon any Guarantor becoming an Excluded Subsidiary (other than as a result of being an Immaterial Subsidiary), so long as such Guarantor does not have outstanding guarantee or act as a co-issuer or co-borrower of Indebtedness under the ABL Credit Agreement, any Guarantee Parity Lien Obligations or syndicated bank indebtedness or capital markets debt securities in a principal amount in excess of any Indebtedness the greater of (other than the Notesa) $10.0 million and (b) 1.0% of Total Assets of the Company or any Guarantor in excess of $10.0 million in aggregate principal amount.its Restricted Subsidiaries (other than an Excluded Subsidiary);
(c6) Any to the extent such Guarantor not released from was required to provide a Note Guarantee pursuant to the covenant described below under Section 4.17 upon the release or discharge of the guarantee of such Guarantor of each of the obligations of the Company or its Restricted Subsidiaries that gave rise to the requirement to provide such Note Guarantee or the repayment of each of the obligations under of the Company or its Subsidiary Guarantee as provided in this Section 14.5 will remain liable for Restricted Subsidiaries that gave rise to the full amount of principal of and interest and premiumobligation to provide such Note Guarantee;
(7) upon the merger, if any, on the Notes and for the other obligations amalgamation or consolidation of any Guarantor with and into the Company or another Guarantor or upon the liquidation of such Guarantor, in each case, in compliance with Article 5;
(8) upon the achievement of Investment Grade Status by the Notes; provided that such Note Guarantee shall be reinstated upon the Reversion Date; or
(9) as described under this Indenture as provided in this Article Fourteen9.
Appears in 1 contract
Samples: Indenture (Urban One, Inc.)
Releases. (a) The Note Guarantee of a Guarantor will be released:
(1) In the event of any sale or other disposition of all or substantially all of the assets of any Guarantor, by way of merger, consolidation or otherwise, or a sale or other disposition of all of the Capital Stock of any Guarantor, in each case to a Person that is not (either before or after giving effect to such transactions) Holdings, the Company or a Restricted Subsidiary of the Company, then such Guarantor (in the event of a sale or other disposition, by way of merger, consolidation or otherwise, of all of the Capital Stock of such Guarantor) or the corporation acquiring the property (in the event of a sale or other disposition of all or substantially all of the assets of such Guarantor) will be released and relieved of any obligations under its Subsidiary Guarantee, Holdings; provided that the Net Proceeds of such sale or other disposition are applied in accordance with the applicable provisions of this Indenture, including without limitation Section 10.124.11 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 Indenture, including without limitation Section 10.124.11 hereof, the Trustee will execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations under its Subsidiary Note Guarantee.;
(b2) In addition, each Guarantor will be released and relieved Upon designation of any obligations under its Subsidiary Guarantee:
(i) upon designation of such Guarantor as an Unrestricted Subsidiary in accordance with the terms of this Indenture;
(ii3) upon Upon Legal Defeasance in accordance with Article Thirteen of this Indenture 8 hereof or satisfaction and discharge of this Indenture in accordance with Article Four of this Indenture;12 hereof; and
(iii4) upon Upon the liquidation or dissolution release of such Guarantorany Guarantor of all of its guarantees of any Credit Facility, provided that no Default or Event of Default shall have occurred and is continuing; orincluding any Note Guarantee created pursuant to Section 4.20 hereof
(iv) at such time as such Guarantor does not have outstanding any Guarantee of any Indebtedness (other than the Notes) of the Company or any Guarantor in excess of $10.0 million in aggregate principal amount.
(cb) Any Guarantor not released from its obligations under its Subsidiary Note Guarantee as provided in this Section 14.5 11.06 will remain liable for the full amount of principal of and interest and premiumpremium and Additional Interest, if any, on the Notes and for the other obligations of any Guarantor under this Indenture as provided in this Article Fourteen11.
Appears in 1 contract
Samples: Indenture (Dycom Industries Inc)
Releases. (a) In the event of any sale or other disposition of all or substantially all of the assets of any Guarantor, by way of merger, consolidation or otherwise, or a sale or other disposition of all of the Capital Stock of any Guarantor, in each case to a Person that is not (either before or after giving effect to such transactions) by the Company or a Restricted Subsidiary of the Company, then such Guarantor (in the event of a sale or other disposition, by way of merger, consolidation or otherwise, of all of the Capital Stock of such Guarantor) or the corporation acquiring the property (in the event of a sale or other disposition of all or substantially all of the assets of such Guarantor) will be released and relieved of any obligations under its Subsidiary Guarantee, ; provided that the Net Proceeds of such sale or other disposition are applied in accordance with the applicable provisions of this Indenture, including without limitation Section 10.124.10 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 Indenture, including without limitation Section 10.124.10 hereof, the Trustee will execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations under its Subsidiary Guarantee.
(b) In additionUpon designation of any Guarantor as an Unrestricted Subsidiary in accordance with the terms of this Indenture, such Guarantor will be released and relieved of any obligations under its Subsidiary Guarantee.
(c) Upon Legal Defeasance in accordance with Article 8 hereof or satisfaction and discharge of this Indenture in accordance with Article 12 hereof, each Guarantor will be released and relieved of any obligations under its Subsidiary Guarantee:
(i) upon designation of such Guarantor as an Unrestricted Subsidiary in accordance with the terms of this Indenture;
(ii) upon Legal Defeasance in accordance with Article Thirteen of this Indenture or satisfaction and discharge of this Indenture in accordance with Article Four of this Indenture;
(iii) upon the liquidation or dissolution of such Guarantor, provided that no Default or Event of Default shall have occurred and is continuing; or
(iv) at such time as such Guarantor does not have outstanding any Guarantee of any Indebtedness (other than the Notes) of the Company or any Guarantor in excess of $10.0 million in aggregate principal amount.
(c) . Any Guarantor not released from its obligations under its Subsidiary Guarantee as provided in this Section 14.5 11.05 will remain liable for the full amount of principal of and interest and premium, if any, on the Notes and for the other obligations of any Guarantor under this Indenture as provided in this Article Fourteen11.
Appears in 1 contract
Samples: Indenture (Tekni Plex Inc)
Releases. (a) In Notwithstanding the event provisions of Section 4 hereof, any Subsidiary Guarantor will be released automatically and relieved of any obligations under its Subsidiary Guarantee:
(i) upon the sale or other disposition of all or substantially all of the assets of any Guarantor, such Subsidiary Guarantor (including by way of merger, consolidation merger or otherwise, or a sale or other disposition of all of the Capital Stock of any Guarantor, in each case consolidation) to a Person that is not (either before or after giving effect to such transactionstransaction) the Company or a Restricted Subsidiary an Affiliate of the Company, then such Guarantor (in if the event of a sale or other disposition, by way disposition complies with Sections 3.08 and 4.10 of merger, consolidation the Indenture and the Subsidiary Guarantor either no longer has an Indebtedness (other than the Subsidiary Guarantee) after compliance with such Sections or otherwise, it would be permitted at the time of such release to incur all of its then outstanding Indebtedness in compliance with Section 4.09 of the Indenture,
(ii) upon the sale of all of the Capital Stock of such Subsidiary Guarantor to a Person that is not (either before or after giving effect to such transaction) an Affiliate of the Company, if the sale complies with Sections 3.08 and 4.10 of the Indenture;
(iii) upon the legal defeasance of the Notes as described in Article 8 of the Indenture;
(iv) upon (a) the merger of such Subsidiary Guarantor into the Company or another Subsidiary Guarantor; (b) the dissolution of such Subsidiary Guarantor into the Company or another Subsidiary Guarantor; or (c) the corporation acquiring the property (in the event of a sale or other disposition transfer of all or substantially all of the assets of such Subsidiary Guarantor to the Company or another Subsidiary Guarantor; or
(v) will at the option of the Company, if at any time the Subsidiary Guarantor has no Indebtedness outstanding other than the Subsidiary Guarantee or, assuming it ceased to be released and relieved a Subsidiary Guarantor but continued to be a Restricted Subsidiary of any obligations under its Subsidiary Guaranteethe Company following such release, provided that it would be permitted at the Net Proceeds time of such sale or other disposition are applied release to incur all of its then outstanding Indebtedness in accordance compliance with Section 4.09 of the applicable provisions of this Indenture, including without limitation Section 10.12. 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 one of the Company events described in this Section 5 has occurred in accordance with the provisions of this the Indenture, including without limitation Section 10.12, the Trustee will execute any documents reasonably required in order to evidence the release of any such Subsidiary Guarantor from its obligations under its Subsidiary Guarantee.
(b) In addition, each Guarantor will be released and relieved of any obligations under its Subsidiary Guarantee:
(i) upon designation of such Guarantor as an Unrestricted Subsidiary in accordance with the terms of this Indenture;
(ii) upon Legal Defeasance in accordance with Article Thirteen of this Indenture or satisfaction and discharge of this Indenture in accordance with Article Four of this Indenture;
(iii) upon the liquidation or dissolution of such Guarantor, provided that no Default or Event of Default shall have occurred and is continuing; or
(iv) at such time as such Guarantor does not have outstanding any Guarantee of any Indebtedness (other than the Notes) of the Company or any Guarantor in excess of $10.0 million in aggregate principal amount.
(c) Any Guarantor not released from its obligations under its Subsidiary Guarantee as provided in this Section 14.5 will remain liable for the full amount of principal of and interest and premium, if any, on the Notes and for the other obligations of any Guarantor under this Indenture as provided in this Article Fourteen.
Appears in 1 contract
Samples: First Supplemental Indenture (Medco Health Solutions Inc)
Releases. (a) In Any Guarantor will be released and relived of any obligations under its Subsidiary Guarantee, (i) in the event of any sale or other disposition of all or substantially all of the assets of any that Guarantor, by way of merger, consolidation or otherwise, or a sale or other disposition of all of the Capital Stock capital stock of any that Guarantor, in each case to a Person that is not (either before or after giving effect to such transactionstransaction) the Company or a Restricted Subsidiary of the Company, (ii) if the Company properly designates that Guarantor as an Unrestricted Subsidiary in accordance with this Indenture or (iii) if the Guarantor is released from its guarantees under all Credit Facilities, then such Guarantor (in the event of a sale or other disposition, by way of merger, consolidation or otherwise, of all of the Capital Stock capital stock of such Guarantor) or the corporation acquiring the property (in the event of a sale or other disposition of all or substantially all of the assets of such Guarantor) will be released and relieved of any obligations under its Subsidiary Guarantee, ; provided that the Net Proceeds of such sale or other disposition are applied in accordance with the applicable provisions of this the Indenture, including without limitation Section 10.124.11 of the Indenture. 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 the Indenture, including without limitation Section 10.124.11 of the Indenture, the Trustee will shall execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations under its Subsidiary Guarantee.
(b) In addition, each Guarantor will be released and relieved of any obligations under its Subsidiary Guarantee:
(i) upon designation of such Guarantor as an Unrestricted Subsidiary in accordance with the terms of this Indenture;
(ii) upon Legal Defeasance in accordance with Article Thirteen of this Indenture or satisfaction and discharge of this Indenture in accordance with Article Four of this Indenture;
(iii) upon the liquidation or dissolution of such Guarantor, provided that no Default or Event of Default shall have occurred and is continuing; or
(iv) at such time as such Guarantor does not have outstanding any Guarantee of any Indebtedness (other than the Notes) of the Company or any Guarantor in excess of $10.0 million in aggregate principal amount.
(c) Any Guarantor not released from its obligations under its Subsidiary Guarantee as provided in this Section 14.5 will shall remain liable for the full amount of principal of and interest and premium, if any, on the Notes and for the other obligations of any Guarantor under this the Indenture as provided in this Article Fourteen10 of the Indenture.
Appears in 1 contract
Samples: First Supplemental Indenture (Corrections Corp of America)
Releases. (a) In the event that each holder of any Designated Senior Debt under a Credit Facility unconditionally releases a Guarantor of all of its obligations under its guarantee of such other Indebtedness pursuant to a written agreement (other than a release resulting from payment under such guarantee), such Guarantor, on a date selected by the Company or the Guarantor, shall be unconditionally released from all of its obligations under its Subsidiary Guarantee.
(b) In the event of a sale or other disposition of all or substantially all of the assets of any Guarantor, by way of merger, consolidation or otherwise, or a sale or other disposition of all of the Capital Stock capital stock of any Guarantor, in each case to a Person that is not (either before or after giving effect to such transactionstransaction) the Company or a Restricted Subsidiary of the Company, or if the Company designates any Guarantor as an Unrestricted Subsidiary in accordance with the terms of Section 4.17 of the Indenture, then such Guarantor (in the event of a sale or other disposition, by way of merger, consolidation or otherwise, of all of the Capital Stock capital stock of such GuarantorGuarantor or designation as an Unrestricted Subsidiary) or the corporation acquiring the property (in the event of a sale or other disposition of all or substantially all of the assets of such Guarantor) will be released and relieved of any obligations under its Subsidiary Guarantee, ; provided that the Net Proceeds of such sale or other disposition are applied in accordance with the applicable provisions of this the Indenture, including without limitation Section 10.124.10 of the Indenture. 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 the Indenture, including without limitation Section 10.124.10 of the Indenture, the Trustee will shall execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations under its Subsidiary Guarantee.
(b) In addition, each Guarantor will be released and relieved of any obligations under its Subsidiary Guarantee:
(i) upon designation of such Guarantor as an Unrestricted Subsidiary in accordance with the terms of this Indenture;
(ii) upon Legal Defeasance in accordance with Article Thirteen of this Indenture or satisfaction and discharge of this Indenture in accordance with Article Four of this Indenture;
(iii) upon the liquidation or dissolution of such Guarantor, provided that no Default or Event of Default shall have occurred and is continuing; or
(iv) at such time as such Guarantor does not have outstanding any Guarantee of any Indebtedness (other than the Notes) of the Company or any Guarantor in excess of $10.0 million in aggregate principal amount.
(c) Any Guarantor not released from its obligations under its Subsidiary Guarantee as provided in this Section 14.5 will shall remain liable for the full amount of principal of and interest and premium, if any, on the Notes and for the other obligations of any Guarantor under this the Indenture as provided in this Article Fourteen11 of the Indenture.
Appears in 1 contract
Samples: Indenture (Potlatch Corp)
Releases. (a) In the event of (i) the conveyance, sale, assignment, transfer or other disposition of all of the Capital Stock of a Subsidiary Guarantor to any sale Person (by way of merger, consolidation or otherwise) in compliance with this Section 1309 and the terms of this Indenture or (ii) a conveyance, sale, assignment, transfer or other disposition of all or substantially all of the assets of a Subsidiary Guarantor to any Guarantor, Person (by way of merger, consolidation or otherwise, or a sale or other disposition ) in compliance with this Section 1309 and the terms of all of the Capital Stock of any Guarantor, in each case to a Person that is not (either before or after giving effect to such transactions) the Company or a Restricted Subsidiary of the Companythis Indenture, then such Subsidiary Guarantor (in the event of a sale or other disposition, by way of merger, consolidation or otherwise, of all of the Capital Stock of Person acquiring such Guarantor) or the corporation acquiring the property (assets in the event of a sale or other disposition of all or substantially all of the assets of such Guarantor) will shall be deemed automatically and unconditionally released from and relieved discharged from all of any its obligations under this Article XIII and its Subsidiary GuaranteeGuarantee without any further action required on the part of the Trustee or any Holder; provided that, provided that in the event such transaction constitutes an Assex 00 00 Xxle, the Net Cash Proceeds of such sale conveyance, sale, assignment, transfer or other disposition are applied in accordance with the applicable provisions of this Indenture, including without limitation Section 10.12. 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 10.12, the Trustee will execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations under its Subsidiary Guarantee1013 hereof.
(b) In addition, each Any Subsidiary Guarantor will be released and relieved that is designated by the Board of any obligations under its Subsidiary Guarantee:
(i) upon designation Directors of such Guarantor the Company as an Unrestricted Subsidiary, or ceases to be a Subsidiary of the Company in accordance with the terms of this Indenture;
(ii) upon Legal Defeasance in accordance with Article Thirteen of this Indenture or satisfaction and discharge of this Indenture in accordance with Article Four of this Indenture;
(iii) upon the liquidation or dissolution of such Guarantormay, provided that no Default or Event of Default shall have occurred and is continuing; or
(iv) at such time as such Guarantor does not have outstanding any Guarantee of any Indebtedness (other than time, at the Notes) option of the Company or any Guarantor in excess Board of $10.0 million in aggregate principal amountDirectors, be released and relieved of its obligations under its Securities Guarantee.
(c) Concurrently with the defeasance of the Securities under Section 1202 hereof, or the covenant defeasance of the Securities under Section 1203 hereof, the Subsidiary Guarantors shall be released from all their obligations under their Subsidiary Guarantees under this Article XIII.
(d) The Trustee shall deliver an appropriate instrument evidencing such release upon receipt of a Company Request accompanied by an Officers' Certificate certifying as to the compliance with this Section 1306. Any Subsidiary Guarantor not so released from its obligations under its Subsidiary Guarantee as provided in this Section 14.5 will shall remain liable for the full amount of principal of and interest and premium, if any, on the Notes and for the other obligations of any Guarantor under this Indenture Securities as provided in this Article Fourteenits Securities Guarantee.
Appears in 1 contract
Releases. (a) In the event of any sale or other disposition of all or substantially all of the assets of any Guarantor, by way of merger, consolidation or otherwise, or a sale or other disposition of all of the Capital Stock of any Guarantor, in each case to a Person that is not (either before or after giving effect to such transactions) the Company or a Restricted Subsidiary of the Company, then such Guarantor (in the event of a sale or other disposition, by way of merger, consolidation or otherwise, of all of the Capital Stock of such Guarantor) or the corporation acquiring the property (in the event of a sale or other disposition of all or substantially all of the assets of such Guarantor) will be released and relieved of any obligations under its Subsidiary Note Guarantee, ; provided that the Net Proceeds of such sale or other disposition are applied in accordance with the applicable provisions of this Indenture, including without limitation Section 10.124.10 hereof (subject to the conditions and limitations set forth in Section 4.10). 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 10.124.10 hereof, the Trustee will execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations under its Subsidiary Note Guarantee.
(b) In additionUpon designation of any Guarantor as an Unrestricted Subsidiary in accordance with the terms of this Indenture, such Guarantor will be released and relieved of any obligations under its Note Guarantee.
(c) Upon Legal Defeasance in accordance with Article 8 hereof or satisfaction and discharge of this Indenture in accordance with Article 12 hereof, each Guarantor will be released and relieved of any obligations under its Subsidiary Note Guarantee:
(i) upon designation of such Guarantor as an Unrestricted Subsidiary in accordance with the terms of this Indenture;
(ii) upon Legal Defeasance in accordance with Article Thirteen of this Indenture or satisfaction and discharge of this Indenture in accordance with Article Four of this Indenture;
(iii) upon the liquidation or dissolution of such Guarantor, provided that no Default or Event of Default shall have occurred and is continuing; or
(iv) at such time as such Guarantor does not have outstanding any Guarantee of any Indebtedness (other than the Notes) of the Company or any Guarantor in excess of $10.0 million in aggregate principal amount.
(c) . Any Guarantor not released from its obligations under its Subsidiary Note Guarantee as provided in this Section 14.5 11.05 will remain liable for the full amount of principal of and interest and premiumpremium and Additional Interest, if any, on the Notes and for the other obligations of any Guarantor under this Indenture as provided in this Article Fourteen11.
Appears in 1 contract
Releases. (a) In the event of any sale or other disposition of all or substantially all of the assets of any Guarantor, by way of merger, consolidation or otherwise, or a sale or other disposition of all of the Capital Stock of any Guarantor, in each case to a Person that is not (either before or after giving effect to such transactionstransaction) the Company or a Restricted Subsidiary of the Company, then such Guarantor (in the event of a sale or other disposition, by way of merger, consolidation or otherwise, of all of the Capital Stock of such Guarantor) or the corporation acquiring the property (in the event of a sale or other disposition of all or substantially all of the assets of such Guarantor) will be automatically released and relieved of any obligations under its Subsidiary Note Guarantee, ; provided that the Net Proceeds of such sale or other disposition are applied in accordance with (and to the extent required by) the applicable provisions of this Indenture, including without limitation the first paragraph of Section 10.124.10 hereof; provided, further, that the failure to apply the Net Proceeds of such sale or other disposition in accordance with the applicable provisions of this Indenture will constitute an Event of Default, but will not result in the reinstatement of any Note Guarantee released in accordance with the provisions of this Section 11.04. 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 10.124.10 hereof, the Trustee will execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations under its Subsidiary Note Guarantee.
(b) Upon designation of any Guarantor as an Unrestricted Subsidiary in accordance with the terms of this Indenture, such Guarantor will be automatically released and relieved of any obligations under its Note Guarantee.
(c) In additionthe event any Guarantor is released from its Guarantee of all other Indebtedness of the Company or any Restricted Subsidiary of the Company, then such Guarantor will be automatically released and relieved of any obligations under its Note Guarantee; provided that if such Guarantor shall guarantee or otherwise provide direct credit support for any Indebtedness of the Company or any Restricted Subsidiary of the Company at a later date, then such Guarantor will again become a Guarantor and execute a supplemental indenture and deliver an opinion of counsel satisfactory to the Trustee within 10 Business Days of the date on which it provided such Guarantee or direct credit support.
(d) Upon Legal Defeasance in accordance with Article 8 hereof or satisfaction and discharge of this Indenture in accordance with Article 12 hereof, each Guarantor will be released and relieved of any obligations under its Subsidiary Note Guarantee:
(i) upon designation of such Guarantor as an Unrestricted Subsidiary in accordance with the terms of this Indenture;
(ii) upon Legal Defeasance in accordance with Article Thirteen of this Indenture or satisfaction and discharge of this Indenture in accordance with Article Four of this Indenture;
(iii) upon the liquidation or dissolution of such Guarantor, provided that no Default or Event of Default shall have occurred and is continuing; or
(iv) at such time as such Guarantor does not have outstanding any Guarantee of any Indebtedness (other than the Notes) of the Company or any Guarantor in excess of $10.0 million in aggregate principal amount.
(c) . Any Guarantor not released from its obligations under its Subsidiary Note Guarantee as provided in this Section 14.5 11.04 will remain liable for the full amount of principal of and interest and premium, if any, on the Notes and for the other obligations of any Guarantor under this Indenture as provided in this Article Fourteen11.
Appears in 1 contract
Samples: Indenture (AGY Holding Corp.)
Releases. (a) In the event of any sale or other disposition of all or substantially all of the assets of any Guarantor, by way of merger, amalgamation, consolidation or otherwise, or a sale or other disposition of all of the Capital Stock of any Guarantor, in each case to a Person that is not (either before or after giving effect to such transactions) the Parent, the Company or a Restricted Subsidiary of the CompanyParent, then such Guarantor (in the event of a sale or other disposition, by way of merger, consolidation or otherwise, of all of the Capital Stock of such Guarantor) or the corporation acquiring the property (in the event of a sale or other disposition of all or substantially all of the assets of such Guarantor) will be released and relieved of any obligations under its Subsidiary Note Guarantee, ; provided that the Net Proceeds of such sale or other disposition are applied in accordance with the applicable provisions of this Indenture, including without limitation Section 10.124.10 hereof (subject to the conditions and limitations set forth in Section 4.10). 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 10.124.10 hereof, or in the event such sale or other disposition was made in accordance with the provisions of the Intercreditor Agreements, the Trustee will execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations under its Subsidiary Note Guarantee.
(b) In additionUpon designation of any Guarantor as an Unrestricted Subsidiary in accordance with the terms of this Indenture, such Guarantor will be released and relieved of any obligations under its Note Guarantee.
(c) Upon Legal Defeasance in accordance with Article 8 hereof or satisfaction and discharge of this Indenture in accordance with Article 11 hereof, each Guarantor will be released and relieved of any obligations under its Subsidiary Note Guarantee:
(i) upon designation of such Guarantor as an Unrestricted Subsidiary in accordance with the terms of this Indenture;
(ii) upon Legal Defeasance in accordance with Article Thirteen of this Indenture or satisfaction and discharge of this Indenture in accordance with Article Four of this Indenture;
(iii) upon the liquidation or dissolution of such Guarantor, provided that no Default or Event of Default shall have occurred and is continuing; or
(iv) at such time as such Guarantor does not have outstanding any Guarantee of any Indebtedness (other than the Notes) of the Company or any Guarantor in excess of $10.0 million in aggregate principal amount.
(c) . Any Guarantor not released from its obligations under its Subsidiary Note Guarantee as provided in this Section 14.5 10.05 will remain liable for the full amount of principal of and interest and premium, if any, on the Notes and for the other obligations of any Guarantor under this Indenture as provided in this Article Fourteen10.
Appears in 1 contract
Samples: Indenture (Angiotech America, Inc.)
Releases. (a) In the event The Subsidiary Guarantee of a Guarantor will be released (i) in connection with any sale or other disposition of all or substantially all of the assets of any Guarantor, that Guarantor (including by way of mergermerger or consolidation), consolidation if the disposition is to the Company or otherwise, another Guarantor or a if the Company applies the Net Proceeds of that sale or other disposition of all of the Capital Stock of any Guarantor, in each case to a Person that is not (either before or after giving effect to such transactions) the Company or a Restricted Subsidiary of the Company, then such Guarantor (in the event of a sale or other disposition, by way of merger, consolidation or otherwise, of all of the Capital Stock of such Guarantor) or the corporation acquiring the property (in the event of a sale or other disposition of all or substantially all of the assets of such Guarantor) will be released and relieved of any obligations under its Subsidiary Guarantee, provided that the Net Proceeds of such sale or other disposition are applied in accordance with the applicable provisions of this the Indenture, including without limitation Section 10.124.10 thereof; (ii) in connection with any sale of all of the capital stock of a Guarantor, if the Company applies the Net Proceeds of that sale in accordance with the applicable provisions of the Indenture, including without limitation Section 4.10 thereof; (iii) if the Company designates any Restricted Subsidiary that is a Guarantor as an Unrestricted Subsidiary; or (iv) upon the release or discharge of all guarantees of such Guarantor, and all pledges of property or assets of such Guarantor securing, all other Indebtedness of the Company and the other Guarantors. 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 the Indenture, including without limitation Section 10.124.10 of the Indenture, the Trustee will shall execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations under its Subsidiary Guarantee.
(b) In addition, each Guarantor will be released and relieved of any obligations under its Subsidiary Guarantee:
(i) upon designation of such Guarantor as an Unrestricted Subsidiary in accordance with the terms of this Indenture;
(ii) upon Legal Defeasance in accordance with Article Thirteen of this Indenture or satisfaction and discharge of this Indenture in accordance with Article Four of this Indenture;
(iii) upon the liquidation or dissolution of such Guarantor, provided that no Default or Event of Default shall have occurred and is continuing; or
(iv) at such time as such Guarantor does not have outstanding any Guarantee of any Indebtedness (other than the Notes) of the Company or any Guarantor in excess of $10.0 million in aggregate principal amount.
(c) Any Guarantor not released from its obligations under its Subsidiary Guarantee as provided in this Section 14.5 will shall remain liable for the full amount of principal of and interest and premium, if any, on the Notes and for the other obligations of any Guarantor under this the Indenture as provided in this Article Fourteen11 of the Indenture.
Appears in 1 contract
Samples: Supplemental Indenture (Dominos Inc)
Releases. (a) In the event of any sale or other disposition of all or substantially all of the assets of any Guarantor, by way of merger, consolidation or otherwise, or a sale or other disposition of all of the Capital Stock of any Guarantor, in each case to a Person that is not (either before or after giving effect to such transactions) the Company or a Restricted Subsidiary of the CompanySubsidiary, then such Guarantor (in the event of a sale or other disposition, by way of merger, consolidation or otherwise, of all of the Capital Stock of such Guarantor) or the corporation acquiring the property (in the event of a sale or other disposition of all or substantially all of the assets of such Guarantor) will be released and relieved of any obligations under its Subsidiary Guarantee, provided that the Net Proceeds of such sale or other disposition are applied in accordance with does not violate the applicable provisions of this Indenture, including without limitation Section 10.1210.12 of this Indenture. 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 does not violate the provisions of this Indenture, including without limitation Section 10.1210.12 of this Indenture, the Trustee will execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations under its Subsidiary Guarantee.
(b) In addition, each Guarantor will be released and relieved of any obligations under its Subsidiary Guarantee:
(i) upon designation of such Guarantor as an Unrestricted Subsidiary in accordance with the terms of this Indenture;
(ii) upon Legal Defeasance in accordance with Article Thirteen of this Indenture or satisfaction and discharge of this Indenture in accordance with Article Four of this Indenture;
(iii) upon the liquidation or dissolution of such Guarantor, provided that no Default or Event of Default occurs as a result thereof or shall have occurred and is continuing; or
(iv) at such time as such Guarantor does not have outstanding any Guarantee is no longer required to be a Guarantor pursuant to Section 10.17 of any Indebtedness (other than the Notes) of the Company or any Guarantor in excess of $10.0 million in aggregate principal amountthis Indenture.
(c) Any Guarantor not released from its obligations under its Subsidiary Guarantee as provided in this Section 14.5 will remain liable for the full amount of principal of and interest and premiumpremium and Liquidated Damages, if any, on the Notes and for the other obligations of any Guarantor under this Indenture as provided in this Article Fourteen.
Appears in 1 contract
Samples: First Supplemental Indenture (Petroleum Development Corp)
Releases. (a) In the event of any sale or other disposition of all or substantially all of the assets of any Guarantor, by way of merger, consolidation or otherwise, or a sale or other disposition of all of the Capital Stock of any Guarantor, in each case to a Person that is not (either before or after giving effect to such transactions) the Company or a Restricted Subsidiary of the Company, then such Guarantor (in the event of a sale or other disposition, by way of merger, consolidation or otherwise, of all of the Capital Stock of such Guarantor) or the corporation acquiring the property (in the event of a sale or other disposition of all or substantially all of the assets of such Guarantor) will be released and relieved of any obligations under its Subsidiary Guarantee, provided that the Net Proceeds of such sale or other disposition are applied in accordance with the applicable provisions of this Indenture, including without limitation Section 10.12. 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 10.12, the Trustee will execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations under its Subsidiary Guarantee.
(b) In addition, each Guarantor will be released and relieved of any obligations under its Subsidiary Guarantee:
(i) upon designation of such Guarantor as an Unrestricted Subsidiary in accordance with the terms of this Indenture;
(ii) upon Legal Defeasance in accordance with Article Thirteen of this Indenture or satisfaction and discharge of this Indenture in accordance with Article Four of this Indenture;
(iii) upon the liquidation or dissolution of such Guarantor, provided that no Default or Event of Default shall have occurred and is continuing; or
(iv) at such time as such Guarantor does not have outstanding any Guarantee of any Indebtedness (other than the Notes) of the Company or any Guarantor in excess of $10.0 million in aggregate principal amount.
(c) Any Guarantor not released from its obligations under its Subsidiary Guarantee as provided in this Section 14.5 will remain liable for the full amount of principal of and interest and premium, if any, on the Notes and for the other obligations of any Guarantor under this Indenture as provided in this Article Fourteen.
Appears in 1 contract
Samples: Twelfth Supplemental Indenture (Plains Exploration & Production Co)
Releases. (a) In the event of any sale or other disposition of all or substantially all of the assets of any Guarantor, by way of merger, consolidation or otherwise, or a sale or other disposition of all of the Capital Stock capital stock of any Guarantor, in each case to a Person that is not (either before or after giving effect to such transactions) the Company Dynegy or a any of its Restricted Subsidiary of the CompanySubsidiaries, then such Guarantor (in the event of a sale or other disposition, by way of merger, consolidation or otherwise, of all of the Capital Stock capital stock of such Guarantor) or the corporation acquiring the property (in the event of a sale or other disposition of all or substantially all of the assets of such Guarantor) will shall be released and relieved of any obligations under its Subsidiary Guarantee, Note Guarantee and the Indenture; provided that the Net Proceeds of such sale or other disposition are applied in accordance with the applicable provisions of this the Indenture, including without limitation Section 10.124.10 of the Indenture. Upon delivery by the Company to the Trustee and the Collateral 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 the Indenture, including without limitation Section 10.124..10 of the Indenture, the Trustee will and the Collateral Trustee shall execute any documents reasonably required in order to evidence the release of any such Guarantor from its obligations under its Subsidiary Note Guarantee, the Indenture (including removal from Schedule I to the Indenture) and the Security Documents.
(b) In addition, each The Note Guarantee of a Guarantor will also shall be released and relieved of any obligations under its Subsidiary Guaranteeupon:
(i) upon the designation by the Company of such any of its Restricted Subsidiaries that is a Guarantor as an Unrestricted Subsidiary in accordance with pursuant to Section 4.18 of the terms of this Indenture;
(ii) with respect to any series of Notes, upon Legal Defeasance in accordance with Article Thirteen legal defeasance of this such Notes pursuant to Section 8.02 of the Indenture or satisfaction and discharge of this Indenture in accordance with such Notes pursuant to Article Four 13 of this the Indenture;; or
(iii) upon with respect to any series of Notes, at any time upon:
(A) the liquidation or dissolution prior consent of Holders of at least two-thirds in aggregate principal amount of Notes of such series then outstanding;
(B) the consent of the Credit Agreement Agent to the release of such Guarantor, provided that no Default or Event ’s Guarantee of Default shall have occurred and is continuingall Obligations under the Credit Agreement; orand
(ivC) at the contemporaneous release of such time as such Guarantor does not have outstanding any Guarantor’s Guarantee of any Indebtedness (other than all Obligations under the Notes) of the Company or any Guarantor in excess of $10.0 million in aggregate principal amountCredit Agreement.
(c) Any Guarantor not released from its obligations under its Subsidiary Note Guarantee as provided in this Section 14.5 will shall remain liable for the full amount of principal of and interest and premium, if any, on the Notes and for the other obligations of any Guarantor under this the Indenture as provided in this Article Fourteen10 of the Indenture.
Appears in 1 contract
Releases. (a) In the event of A Guarantee as to any sale Subsidiary Guarantor shall be automatically and unconditionally released and discharged upon:
(a) any sale, exchange, disposition or other disposition of all or substantially all of the assets of any Guarantortransfer (including through consolidation, by way of merger, consolidation merger or otherwise, or a sale or other disposition ) of all of the Capital Stock of any Guarantor, in each case to a Person that is not (either before or after giving effect to such transactionsx) the Company or a Restricted Subsidiary of the Company, then such Guarantor (in the event of a sale or other disposition, by way of merger, consolidation or otherwise, of all of the Capital Stock of such Subsidiary Guarantor, after which such Subsidiary Guarantor is no longer a Restricted Subsidiary, or (y) or the corporation acquiring the property (in the event of a sale or other disposition of all or substantially all of the assets of such Subsidiary Guarantor, which sale, exchange, disposition or transfer in each case is made in compliance with Section 4.06(a)(i) will be released and relieved of any obligations under its Subsidiary Guarantee, provided that the Net Proceeds of such sale or other disposition are applied in accordance with the applicable provisions of this Indenture, including without limitation Section 10.12. 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 10.12, the Trustee will execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations under its Subsidiary Guarantee.
(ii); (b) In additionthe release, each discharge or termination of the guarantee by such Subsidiary Guarantor will be released and relieved of the Senior Credit Facilities, except a release, discharge or termination by or as a result of payment under such guarantee; (c) the permitted designation of any obligations under its Restricted Subsidiary Guarantee:
(i) upon designation of such that is a Subsidiary Guarantor as an Unrestricted Subsidiary; (d) upon the consolidation or merger of any Subsidiary Guarantor with and into an Issuer or another Subsidiary Guarantor that is the surviving Person in such consolidation or merger, or upon the liquidation of such Subsidiary Guarantor following the transfer of all of its assets to an Issuer or another Subsidiary Guarantor; or (e) the Issuers exercising their legal defeasance option or covenant defeasance option as described under Article 8 or the Issuers’ obligations under this Indenture being discharged in accordance with the terms of this Indenture;; and
(ii) upon Legal Defeasance the Issuers delivering to the Trustee an Officer’s Certificate of such Guarantor or the Issuers and an Opinion of Counsel, each stating that all conditions precedent provided for in accordance with Article Thirteen of this Indenture or satisfaction and discharge of this Indenture in accordance with Article Four of this Indenture;
(iii) upon the liquidation or dissolution of relating to such Guarantor, provided that no Default or Event of Default shall transaction have occurred and is continuing; or
(iv) at such time as such Guarantor does not have outstanding any Guarantee of any Indebtedness (other than the Notes) of the Company or any Guarantor in excess of $10.0 million in aggregate principal amountbeen complied with.
(c) Any Guarantor not released from its obligations under its Subsidiary Guarantee as provided in this Section 14.5 will remain liable for the full amount of principal of and interest and premium, if any, on the Notes and for the other obligations of any Guarantor under this Indenture as provided in this Article Fourteen.
Appears in 1 contract
Samples: Indenture (PQ Group Holdings Inc.)
Releases. (a) In the event of any sale (i) the conveyance, sale, assignment, transfer or other disposition (by way of merger, consolidation or otherwise) of all of the Capital Stock of a Subsidiary Guarantor to a Person that is not an Affiliate of the Company in compliance with this Section 1309 and the terms of this Indenture or (ii) a conveyance, sale, assignment, transfer or other disposition of all or substantially all of the assets of any Guarantor, a Subsidiary Guarantor (by way of merger, consolidation or otherwise, or a sale or other disposition of all of the Capital Stock of any Guarantor, in each case ) to a Person that is not (either before or after giving effect to such transactions) an Affiliate of the Company or a Restricted Subsidiary in compliance with this Section 1309 and the terms of the Companythis Indenture, then such Subsidiary Guarantor (in the event of a sale or other disposition, by way of merger, consolidation or otherwise, of all of the Capital Stock of Person acquiring such Guarantor) or the corporation acquiring the property (assets in the event of a sale or other disposition of all or substantially all of the assets of such Subsidiary Guarantor) will shall be deemed automatically and unconditionally released from and relieved discharged from all of any its obligations under this Article Thirteen and its Subsidiary GuaranteeGuarantee without any further action required on the part of the Trustee or any Holder; provided that, provided that in the event such transaction constitutes an Asset Sale, the Net Proceeds of such sale sale, transfer or other disposition are applied in accordance with the applicable provisions of this Indenture, including without limitation Section 10.12. Upon delivery 1013 hereof.
(b) Any Subsidiary Guarantor that is designated by the Company to the Trustee Board of an Officers’ Certificate and an Opinion Directors of Counsel to the effect that such sale or other disposition was made by the Company as an Unrestricted Subsidiary, or such Subsidiary Guarantor ceases to be a Subsidiary of the Company, in accordance with the provisions terms of this IndentureIndenture may, including without limitation Section 10.12at such time, at the Trustee will execute any documents reasonably required in order to evidence option of the release Board of any Guarantor from Directors, be released and relieved of its obligations under its Subsidiary Guarantee.
(bc) In additionConcurrently with the defeasance of the Securities under Section 1202 hereof, each Guarantor will or the covenant defeasance of the Securities under Section 1203 hereof, the Subsidiary Guarantors shall be released and relieved of any from all their obligations under its their Subsidiary Guarantee:
(i) upon designation of such Guarantor as an Unrestricted Subsidiary in accordance with the terms of Guarantees under this Indenture;
(ii) upon Legal Defeasance in accordance with Article Thirteen of this Indenture or satisfaction and discharge of this Indenture in accordance with Article Four of this Indenture;
(iii) upon the liquidation or dissolution of such Guarantor, provided that no Default or Event of Default shall have occurred and is continuing; or
(iv) at such time as such Guarantor does not have outstanding any Guarantee of any Indebtedness (other than the Notes) of the Company or any Guarantor in excess of $10.0 million in aggregate principal amountThirteen.
(cd) The Trustee shall deliver an appropriate instrument evidencing such release upon receipt of a Company Request accompanied by an Officers' Certificate certifying as to the compliance with this Section 1309. Any Subsidiary Guarantor not so released from its obligations under its Subsidiary Guarantee as provided in this Section 14.5 will shall remain liable for the full amount of principal of and interest and premium, if any, on the Notes and for the other obligations of any Guarantor under this Indenture Securities as provided in this Article Fourteenits Subsidiary Guarantee.
Appears in 1 contract
Releases. (a) In the event of A Guarantee as to any sale Subsidiary Guarantor shall be automatically and unconditionally released and discharged upon:
(a) any sale, exchange, disposition or other disposition of all or substantially all of the assets of any Guarantortransfer (including through consolidation, by way of merger, consolidation merger or otherwise, or a sale or other disposition ) of all of the Capital Stock of any Guarantor, in each case to a Person that is not (either before or after giving effect to such transactionsx) the Company or a Restricted Subsidiary of the Company, then such Guarantor (in the event of a sale or other disposition, by way of merger, consolidation or otherwise, of all of the Capital Stock of such Subsidiary Guarantor, after which such Subsidiary Guarantor is no longer a Restricted Subsidiary, or (y) or the corporation acquiring the property (in the event of a sale or other disposition of all or substantially all of the assets of such Subsidiary Guarantor, which sale, exchange, disposition or transfer in each case is made in compliance with Section 4.06(a)(i) will be released and relieved of any obligations under its Subsidiary Guarantee, provided that the Net Proceeds of such sale or other disposition are applied in accordance with the applicable provisions of this Indenture, including without limitation Section 10.12. 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 10.12, the Trustee will execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations under its Subsidiary Guarantee.
(ii); (b) In addition, each Guarantor will be released and relieved in the case of any obligations Restricted Subsidiary that after the Issue Date is required to guarantee the Notes pursuant to the covenant described under its Section 4.11, the release, discharge or termination of the guarantee by such Subsidiary Guarantee:
Guarantor of the guarantee which resulted in the creation of such Guarantees, except a release, discharge or termination by or as a result of payment under such guarantee; (ic) upon the release or discharge of the guarantee by, or the direct obligation of, such Subsidiary Guarantor of the Obligations under the Senior Credit Facilities, except a discharge or release by or as a result of payment in connection with the enforcement of remedies under such guarantee or direct obligation; (d) the permitted designation of such any Restricted Subsidiary that is a Subsidiary Guarantor as an Unrestricted Subsidiary in accordance with the provision set forth under Section 4.04 and the definition of “Unrestricted Subsidiary”; (e) upon the consolidation or merger of any Subsidiary Guarantor with and into the Company or another Subsidiary Guarantor that is the surviving Person in such consolidation or merger, or upon the liquidation of such Subsidiary Guarantor following the transfer of all of its assets to the Company or another Subsidiary Guarantor; (f) the Company exercising its legal defeasance option or covenant defeasance option as described under Article 8 or the Company’s obligations under this Indenture being discharged in accordance with the terms of this Indenture;; or (g) the occurrence of a Covenant Suspension Event; and
(ii) upon Legal Defeasance the Company delivering to the Trustee an Officer’s Certificate of such Guarantor or the Company and an Opinion of Counsel, each stating that all conditions precedent provided for in accordance with Article Thirteen of this Indenture or satisfaction and discharge of this Indenture in accordance with Article Four of this Indenture;
(iii) upon the liquidation or dissolution of relating to such Guarantor, provided that no Default or Event of Default shall transaction have occurred and is continuing; or
(iv) at such time as such Guarantor does not have outstanding any Guarantee of any Indebtedness (other than the Notes) of the Company or any Guarantor in excess of $10.0 million in aggregate principal amountbeen complied with.
(c) Any Guarantor not released from its obligations under its Subsidiary Guarantee as provided in this Section 14.5 will remain liable for the full amount of principal of and interest and premium, if any, on the Notes and for the other obligations of any Guarantor under this Indenture as provided in this Article Fourteen.
Appears in 1 contract
Releases. (a) In the event of any sale sale, assignment, transfer, conveyance, or other disposition of all or substantially all of the assets of any Guarantor, by way of amalgamation, merger, consolidation or otherwise, or a sale or other disposition of all of the Capital Stock of any Guarantor, in each case to a Person that is not (either before or after giving effect to such transactionstransaction) the Company or a Restricted Subsidiary of the Company, then such Guarantor the corporation acquiring the property will be released and relieved of any obligations under the Note Guarantee;
(in b) In the event of any sale, assignment, transfer, conveyance, or other disposition of Capital Stock of any Guarantor to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary of the Company and such Guarantor ceases to be a Restricted Subsidiary of the Company as a result of the sale or other disposition, by way of merger, consolidation or otherwise, of all of the Capital Stock of then such Guarantor) or the corporation acquiring the property (in the event of a sale or other disposition of all or substantially all of the assets of such Guarantor) Guarantor will be released and relieved of any obligations under its Subsidiary Note Guarantee; provided, provided in both cases, that the Net Cash Proceeds of such sale sale, assignment, transfer, conveyance, or other disposition are applied in accordance with the applicable provisions of this Indenture, including without limitation Section 10.124.10 hereof. Upon delivery by the Company to the Trustee of an Officers’ Certificate and an Opinion of Counsel to the effect that such sale sale, assignment, transfer, conveyance, or other disposition was made by the Company in accordance with the provisions of this Indenture, including without limitation Section 10.124.10 hereof, the Trustee will execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations under its Subsidiary Note Guarantee.
(bc) In additionUpon designation of any Restricted Subsidiary that is a Guarantor as an Unrestricted Subsidiary in accordance with the terms of this Indenture, such Guarantor will be released and relieved of any obligations under its Note Guarantee.
(d) Upon Legal Defeasance or Covenant Defeasance in accordance with Article 8 hereof or satisfaction and discharge of this Indenture in accordance with Article 11 hereof, each Guarantor will be released and relieved of any obligations under its Subsidiary Note Guarantee:
(i) upon designation of such Guarantor as an Unrestricted Subsidiary in accordance with the terms of this Indenture;
(ii) upon Legal Defeasance in accordance with Article Thirteen of this Indenture or satisfaction and discharge of this Indenture in accordance with Article Four of this Indenture;
(iii) upon the liquidation or dissolution of such Guarantor, provided that no Default or Event of Default shall have occurred and is continuing; or
(iv) at such time as such Guarantor does not have outstanding any Guarantee of any Indebtedness (other than the Notes) of the Company or any Guarantor in excess of $10.0 million in aggregate principal amount.
(ce) A Guarantor’s Note Guarantee shall be automatically released upon such Guarantor being released from or discharged of, its Guarantee of, and all pledges and security, if any, granted by such Guarantor in connection with, the New Credit Facilities or such other Guarantee that resulted in the creation of such Note Guarantee (except, in the case of the New Credit Facilities, a release by or as a result of a payment thereon). Any Guarantor not released from its obligations under its Subsidiary Note Guarantee as provided in this Section 14.5 10.05 will remain liable for the full amount of principal of and interest and premiumof, premium on, if any, and interest on the Notes and for the other obligations of any Guarantor under this Indenture as provided in this Article Fourteen10.
Appears in 1 contract
Releases. (a) In the event of any sale or other disposition of all or substantially all of the assets of any Guarantor, by way of merger, consolidation or otherwise, or a sale or other disposition of all of the Capital Stock of any Guarantor, in each case to a Person that is not (either before or after giving effect to such transactions) the Company or a Restricted Subsidiary of the Company, then such Guarantor (in the event of a sale or other disposition, by way of merger, consolidation or otherwise, of all of the Capital Stock of such Guarantor) or the corporation Person acquiring the property (in the event of a sale or other disposition of all or substantially all of the assets of such Guarantor) will be released and relieved of any obligations under its Subsidiary Note Guarantee, ; provided that the Net Proceeds of such sale or other disposition are applied in accordance with the applicable provisions of this Indenture, including without limitation Section 10.124.10 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 Indenture, including without limitation Section 10.124.10 hereof, the Trustee will execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations under its Subsidiary Note Guarantee.
(b) In additionUpon designation of any Guarantor as an Unrestricted Subsidiary in accordance with the terms of this Indenture, such Guarantor will be released and relieved of any obligations under its Note Guarantee.
(c) Upon Legal Defeasance or Covenant Defeasance in accordance with Article 8 hereof or satisfaction and discharge of this Indenture in accordance with Article 11 hereof, each Guarantor will be released and relieved of any obligations under its Subsidiary Note Guarantee:
(i) upon designation of such Guarantor as an Unrestricted Subsidiary in accordance with the terms of this Indenture;
(ii) upon Legal Defeasance in accordance with Article Thirteen of this Indenture or satisfaction and discharge of this Indenture in accordance with Article Four of this Indenture;
(iii) upon the liquidation or dissolution of such Guarantor, provided that no Default or Event of Default shall have occurred and is continuing; or
(iv) at such time as such Guarantor does not have outstanding any Guarantee of any Indebtedness (other than the Notes) of the Company or any Guarantor in excess of $10.0 million in aggregate principal amount.
(c) . Any Guarantor not released from its obligations under its Subsidiary Note Guarantee as provided in this Section 14.5 10.05 will remain liable for the full amount of principal of and interest and premium, if any, on the Notes and for the other obligations of any Guarantor under this Indenture as provided in this Article Fourteen10.
Appears in 1 contract
Samples: Indenture (W&t Offshore Inc)
Releases. (a) In the event of any (i) a sale or other disposition of all or substantially all of the assets of any Guarantor, by way of merger, consolidation or otherwise, or a sale or other disposition of all of the Capital Stock capital stock of any Guarantor, in each case to a Person that is not (either before or after giving effect to such transactions) the Company or any other Guarantor, (ii) a Restricted Subsidiary termination of one or more Guarantees by any Guarantor of any other Senior Subordinated Indebtedness of the CompanyCompany or any other Guarantor which results in such Guarantor no longer being subject to any Guarantee of any other Senior Subordinated Indebtedness of the Company or any other Guarantor, (iii) the exercise by the Company of its option to have either Section 8.02 or 8.03 of the Indenture be applied to all outstanding Notes in accordance with the terms set forth in Article 8 of the Indenture or (iv) the designation by the Company of any Guarantor as an Unrestricted Subsidiary in accordance with the terms set forth in Section 4.13 of the Indenture, then such Guarantor (upon the occurrence of an event described in the event clauses (ii), (iii) or (iv) of a sale or other disposition, by way of merger, consolidation or otherwise, of all of the Capital Stock of such Guarantorthis paragraph) or the corporation acquiring the property (upon the occurrence of an event described in the event clause (i) of a sale or other disposition of all or substantially all of the assets of such Guarantorthis paragraph) will be released and relieved of any obligations under its Subsidiary Guarantee, ; provided that the Net Proceeds Proceeds, if any, of such sale or other disposition are applied in accordance with the applicable provisions of this the Indenture, including without limitation Section 10.124.10 of the Indenture. 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 the Indenture, including without limitation Section 10.124.10 of the Indenture, the Trustee will shall execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations under its Subsidiary Guarantee.
(b) In addition, each Guarantor will be released and relieved of any obligations under its Subsidiary Guarantee:
(i) upon designation of such Guarantor as an Unrestricted Subsidiary in accordance with the terms of this Indenture;
(ii) upon Legal Defeasance in accordance with Article Thirteen of this Indenture or satisfaction and discharge of this Indenture in accordance with Article Four of this Indenture;
(iii) upon the liquidation or dissolution of such Guarantor, provided that no Default or Event of Default shall have occurred and is continuing; or
(iv) at such time as such Guarantor does not have outstanding any Guarantee of any Indebtedness (other than the Notes) of the Company or any Guarantor in excess of $10.0 million in aggregate principal amount.
(c) Any Guarantor not released from its obligations under its Subsidiary Guarantee as provided in this Section 14.5 will shall remain liable for the full amount of principal of and interest and premium, if any, on the Notes and for the other obligations of any Guarantor under this the Indenture as provided in Article 11 of the Indenture.
(c) Pursuant to Section 11.06 of the Indenture, each of the Texas LP Guarantors are hereby released and relieved of its obligations under its Subsidiary Guarantee and this Article FourteenSupplemental Indenture hereby evidences the release of such Texas LP Guarantor from its obligations under its Subsidiary Guarantee.
Appears in 1 contract
Releases. (a) In The Note Guarantee of a Guarantor shall be released and the Guarantor relieved of any obligation under its Note Guarantee:
(i) in the event of any sale or other disposition of all or substantially all of the assets of any Guarantor, such Guarantor (including by way of merger, consolidation merger or otherwise, or a sale or other disposition of all of the Capital Stock of any Guarantor, in each case consolidation) to a Person that is not (either before or after giving effect to such transactionstransaction) the Company or a Restricted Subsidiary of the Company, then so long as such Guarantor sale or other disposition complies with Sections 4.10 and 4.15(c) of the Indenture;
(ii) in the event of a any sale or other disposition, by way of merger, consolidation or otherwise, of all of the Capital Stock of such GuarantorGuarantor to a Person that is not (either before or after giving effect to such transaction) or a Subsidiary of the corporation acquiring Company, so long as such sale complies with Section 4.15(c) of the property Indenture;
(iii) in the event the Company designates any Restricted Subsidiary that is a Subsidiary Guarantor as an Unrestricted Subsidiary in accordance with Section 4.20 of a sale the Indenture; or
(iv) at such time, if any, as such Guarantor ceases to be party to any of the Collateral Documents or other disposition of all or substantially all of the assets of security interests granted by such Guarantor) will be Subsidiary Guarantor in Note Collateral are released and relieved of any obligations under its Subsidiary Guarantee, provided that the Net Proceeds of such sale or other disposition are applied in accordance with the applicable provisions of this Indenture, including without limitation Section 10.12. Indenture or the Collateral Documents.
(b) 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 the Indenture, including without limitation Section 10.12Sections 4.10 and 4.15 of the Indenture, the Trustee will shall execute any documents required or reasonably required requested by the Company or such Guarantor in order to evidence the release of any Guarantor from its obligations under its Subsidiary Note Guarantee.
(b) In addition, each Guarantor will be released and relieved of any obligations under its Subsidiary Guarantee:
(i) upon designation of such Guarantor as an Unrestricted Subsidiary in accordance with the terms of this Indenture;
(ii) upon Legal Defeasance in accordance with Article Thirteen of this Indenture or satisfaction and discharge of this Indenture in accordance with Article Four of this Indenture;
(iii) upon the liquidation or dissolution of such Guarantor, provided that no Default or Event of Default shall have occurred and is continuing; or
(iv) at such time as such Guarantor does not have outstanding any Guarantee of any Indebtedness (other than the Notes) of the Company or any Guarantor in excess of $10.0 million in aggregate principal amount.
(c) Any Guarantor not released from its obligations under its Subsidiary Note Guarantee as provided in this Section 14.5 will shall remain liable for the full amount of principal of and interest and premium, if any, on the Notes and for the other obligations of any Guarantor under this the Indenture as provided in this Article Fourteen11 of the Indenture.
Appears in 1 contract
Releases. (a) In the event of any sale or other disposition of all or substantially all of the assets of any Guarantor, Guarantor (including by way of merger, consolidation merger or otherwise, consolidation) or a any sale or other disposition of all of the Capital Stock of any Guarantor, in each case to a Person that is not (either before or after giving effect to such transactionstransaction) the Company or a Restricted Subsidiary of the Companyanother Guarantor, then such Guarantor (in the event of a sale or other disposition, by way of merger, consolidation or otherwise, of all of the Capital Stock capital stock of such Guarantor) or the corporation acquiring the property (in the event of a sale or other disposition of all or substantially all of the assets of such Guarantor) will be released and relieved of any obligations under its Subsidiary Guarantee, ; provided in each case that the Net Proceeds of such sale or other disposition are applied in accordance with the applicable provisions of this the Indenture, including without limitation Section 10.12Sections 3.09 and 4.10 of the Indenture. 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 the Indenture, including without limitation Section 10.12Sections 3.09 and 4.10 of the Indenture, the Trustee will shall execute any documents reasonably required in order to evidence the release of any such Guarantor or other Person from its obligations under its Subsidiary Guarantee.
(b) In additionthe event the Company designates a Guarantor as an Unrestricted Subsidiary in accordance with Section 4.02 of the Indenture or upon Legal Defeasance or satisfaction and discharge of the Notes as provided in Article 8 or Article 12 of the Indenture, each then, 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 the Indenture, such Guarantor will be released and relieved of any obligations under its Subsidiary Guarantee:
(i) upon designation of such Guarantor as an Unrestricted Subsidiary in accordance with the terms of this Indenture;
(ii) upon Legal Defeasance in accordance with Article Thirteen of this Indenture or satisfaction and discharge of this Indenture in accordance with Article Four of this Indenture;
(iii) upon the liquidation or dissolution of such Guarantor, provided that no Default or Event of Default shall have occurred and is continuing; or
(iv) at such time as such Guarantor does not have outstanding any Guarantee of any Indebtedness (other than the Notes) of the Company or any Guarantor in excess of $10.0 million in aggregate principal amount.
(c) Any Guarantor not released from its obligations under its Subsidiary Guarantee as provided in this Section 14.5 will remain liable for the full amount of principal of and interest and premium, if any, on the Notes and for the other obligations of any Guarantor under this the Indenture as provided in this Article Fourteen11 of the Indenture.
Appears in 1 contract
Releases. (a) In the event The Subsidiary Guarantee of a Guarantor will be released (i) in connection with any sale or other disposition of all or substantially all of the assets of any Guarantor, that Guarantor (including by way of mergermerger or consolidation), consolidation or otherwise, or a sale or other disposition of all of the Capital Stock of any Guarantor, in each case to a Person that is not (either before or after giving effect to such transactionstransaction) the Company or a Restricted Subsidiary of the Company, then such if the Guarantor (in applies the event Net Proceeds of a that sale or other disposition, by way disposition in accordance with Section 4.10 of merger, consolidation or otherwise, the Indenture; (ii) in connection with any sale of all of the Capital Stock of such Guarantor) or the corporation acquiring the property (in the event capital stock of a Guarantor to a person that is not (either before or after giving effect to such transaction) a Restricted Subsidiary of the Company, if the Company applies the Net Proceeds of that sale in accordance with Section 4.10 of the Indenture; (iii) if the Company properly designates any Restricted Subsidiary that is a Guarantor as an Unrestricted Subsidiary; (iv) if that Guarantor ceases to guarantee, pledge any of its assets or otherwise provide direct or indirect credit support for any Indebtedness or other obligations of Dura Automotive Systems, Inc., the Company or any Restricted Subsidiary; or (v) in connection with the sale, disposition or transfer of all or substantially all of the assets of such Guarantor) will be released and relieved of any obligations under its Subsidiary Guarantee, provided that a Guarantor to another Guarantor or the Net Proceeds of such sale or other disposition are applied in accordance with the applicable provisions of this Indenture, including without limitation Section 10.12Company. 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 the, Company in accordance with the provisions of this the Indenture, including without limitation Section 10.124.10 of the Indenture, the Trustee will shall execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations under its Subsidiary Guarantee.
(b) In addition, each Guarantor will be released and relieved of any obligations under its Subsidiary Guarantee:
(i) upon designation of such Guarantor as an Unrestricted Subsidiary in accordance with the terms of this Indenture;
(ii) upon Legal Defeasance in accordance with Article Thirteen of this Indenture or satisfaction and discharge of this Indenture in accordance with Article Four of this Indenture;
(iii) upon the liquidation or dissolution of such Guarantor, provided that no Default or Event of Default shall have occurred and is continuing; or
(iv) at such time as such Guarantor does not have outstanding any Guarantee of any Indebtedness (other than the Notes) of the Company or any Guarantor in excess of $10.0 million in aggregate principal amount.
(c) Any Guarantor not released from its obligations under its Subsidiary Guarantee as provided in this Section 14.5 will shall remain liable for the full amount of principal of and interest and premium, if any, on the Notes and for the other obligations of any Guarantor under this the Indenture as provided in this Article Fourteen10 of the Indenture.
Appears in 1 contract
Samples: Supplemental Indenture (Creation Group Holdings Inc)
Releases. (a) In the event of any sale or other disposition of all or substantially all of the assets of any Guarantor, by way of merger, consolidation or otherwise, or a sale or other disposition of all of the Capital Stock of any Guarantor, in each case to a Person that is not (either before or after giving effect to such transactions) the Company or a Restricted Subsidiary of the Company, then such Guarantor (in the event of a sale or other disposition, by way of merger, consolidation or otherwise, of all of the Capital Stock of such Guarantor) or the corporation acquiring the property (in the event of a sale or other disposition of all or substantially all of the assets of such Guarantor) will be released and relieved of any obligations under its Subsidiary Note Guarantee, ; provided that the Net Proceeds of such sale or other disposition are applied in accordance with the applicable provisions of this Indenture, including without limitation Section 10.124.10 hereof. Upon delivery by the Company to the Trustee of an Officers’ ' Certificate and an Opinion of Counsel (subject to customary qualifications and exclusions) reasonably acceptable to the Trustee 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 10.124.10 hereof, the Trustee will execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations under its Subsidiary Note Guarantee.
(b) In additionUpon designation of any Guarantor as an Unrestricted Subsidiary in accordance with the terms of this Indenture, such Guarantor will be released and relieved of any obligations under its Note Guarantee.
(c) Upon Legal Defeasance in accordance with Article 8 hereof or satisfaction and discharge of this Indenture in accordance with Article 12 hereof, each Guarantor will be released and relieved of any obligations under its Subsidiary Note Guarantee:.
(id) upon designation of such Guarantor as an Unrestricted Subsidiary in accordance with Upon the terms of this Indenture;
(ii) upon Legal Defeasance in accordance with Article Thirteen of this Indenture or satisfaction and discharge of this Indenture in accordance with Article Four of this Indenture;
(iii) upon the liquidation merger or dissolution of such a Restricted Subsidiary that is a Guarantor into the Company or another Guarantor, provided that no Default or Event of Default shall have occurred and is continuing; or.
(ive) Upon the release by the holders of the Indebtedness of the Company or any Restricted Subsidiary that is a Guarantor of their guarantee by such Restricted Subsidiary (including any deemed release upon payment in full of all obligations under such Indebtedness), at such time as such Guarantor does not have outstanding any Guarantee (a) no other Indebtedness of any Indebtedness the Company (other than the Notes) of the Company or any Guarantor other Restricted Subsidiary has been guaranteed by such Restricted Subsidiary, or (b) the holders of all such other Indebtedness that is guaranteed by such Restricted Subsidiary also release their guarantee by such Restricted Subsidiary (including any deemed release upon payment in excess full of $10.0 million in aggregate principal amount.
(c) all obligations under such Indebtedness). Any Guarantor not released from its obligations under its Subsidiary Note Guarantee as provided in this Section 14.5 11.06 will remain liable for the full amount of principal of and interest and premiumpremium and Special Interest, if any, on the Notes and for the other obligations of any Guarantor under this Indenture as provided in this Article Fourteen11.
Appears in 1 contract
Samples: Indenture (Carmike Cinemas Inc)
Releases. (a) In the event The Note Guarantee of a Guarantor will be automatically and unconditionally released and discharged:
(1) in connection with any sale or other disposition of all or substantially all of the assets of any that Guarantor, by way of merger, consolidation or otherwise, or a sale or other disposition of all of the Capital Stock of any Guarantor, in each case to a Person that is not (either before or after giving effect to such transactionstransaction) the Company;
(2) in connection with any sale or other disposition of Capital Stock of that Guarantor to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary of the Company, then such if the Guarantor (in ceases to be a Subsidiary of the event Company as a result of a the sale or other disposition;
(3) if that Guarantor ceases to be a guarantor or other obligor with respect to any Indebtedness under any Credit Facility; provided, by way of mergerhowever, consolidation that if, at any time following such release, that Guarantor subsequently guarantees or otherwise, of all otherwise becomes an obligor with respect to any Indebtedness of the Capital Stock Company under a Credit Facility, then that Guarantor will be required to provide a Note Guarantee in accordance with Section 4.06;
(4) upon legal defeasance, covenant defeasance or satisfaction and discharge of the Indenture as provided in Article 7 and Article 8; or
(5) on the Fall Away Date.
(b) Any release and discharge pursuant to Section 9.06(a) shall occur automatically upon the consummation of any such Guarantor) transaction without any further action required of the Company, the applicable Guarantor or the corporation acquiring the property (in the event of a sale or other disposition of all or substantially all of the assets of such Guarantor) will be released and relieved of any obligations under its Subsidiary Guarantee, Trustee; provided that the Net Proceeds of such sale or other disposition are applied in accordance with the applicable provisions of this Indenture, including without limitation Section 10.12. Upon delivery by the Company Trustee shall be entitled to the Trustee of an Officers’ Officer’s Certificate and an Opinion of Counsel Counsel, each stating that all conditions precedent provided for in the Indenture relating 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 10.12, the Trustee will execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations under its Subsidiary Guaranteetransaction have been complied with.
(bc) In addition, each Guarantor will be released and relieved of If on any obligations under its Subsidiary Guaranteedate following the Issue Date:
(i1) upon designation of such Guarantor as an Unrestricted Subsidiary in accordance with the terms of this Indenture;Notes are rated Investment Grade by both Rating Agencies; and
(ii2) upon Legal Defeasance in accordance with Article Thirteen of this Indenture or satisfaction and discharge of this Indenture in accordance with Article Four of this Indenture;
(iii) upon the liquidation or dissolution of such Guarantor, provided that no Default or Event of Default shall have occurred and is be continuing; or
, 14 then, beginning on that day (ivthe “Fall Away Date”) and continuing at such time as such Guarantor does not have outstanding any Guarantee all times thereafter regardless of any Indebtedness (other than subsequent changes in the rating of the Notes) , the Note Guarantees of each of the Company or any Guarantor in excess of $10.0 million in aggregate principal amountGuarantors will be automatically released and Section 4.06 shall cease to apply to the Notes.
(c) Any Guarantor not released from its obligations under its Subsidiary Guarantee as provided in this Section 14.5 will remain liable for the full amount of principal of and interest and premium, if any, on the Notes and for the other obligations of any Guarantor under this Indenture as provided in this Article Fourteen.
Appears in 1 contract
Samples: Second Supplemental Indenture (Charles River Laboratories International, Inc.)
Releases. (a) In the event of any sale sale, assignment, transfer, conveyance, or other disposition of all or substantially all of the assets of any Subsidiary Guarantor, by way of merger, consolidation or otherwise, or a sale or other disposition of all of the Capital Stock of any Guarantor, in each case to a Person that is not (either before or after giving effect to such transactionstransaction) the Company or a Restricted Subsidiary of the Company, then such Guarantor (in if the event of a sale or other disposition, by way of merger, consolidation or otherwise, of all of the Capital Stock of such Guarantor) or the corporation acquiring the property (in the event of a sale or other disposition of all or substantially all of the assets of does not otherwise violate Section 4.12 hereof (and subject to Section 11.04 hereof), then such Guarantor) Subsidiary Guarantor will be released and relieved of any obligations under its Note Guarantee;
(b) In the event of any sale, assignment, transfer, conveyance, or other disposition of Capital Stock of any Subsidiary Guarantor to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary of the Company and such Subsidiary Guarantor ceases to be a Restricted Subsidiary of the Company as a result of the sale or other disposition, then such Subsidiary Guarantor will be released and relieved of any obligations under its Note Guarantee; provided, provided in both cases, that the Net Cash Proceeds of such sale sale, assignment, transfer, conveyance, or other disposition are applied in accordance with the applicable provisions of this Indenture, including without limitation Section 10.124.12 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 sale sale, assignment, transfer, conveyance, or other disposition was made by the Company in accordance with the provisions of this Indenture, including without limitation Section 10.124.12 hereof, the Trustee will execute any documents reasonably required in order to evidence the release of any Subsidiary Guarantor from its obligations under its Subsidiary Note Guarantee.
(bc) In additionUpon the Company designating any Restricted Subsidiary that is a Subsidiary Guarantor to be an Unrestricted Subsidiary in accordance with the applicable provisions of this Indenture.
(d) Upon Legal Defeasance or Covenant Defeasance in accordance with Article 8 hereof or satisfaction and discharge of this Indenture in accordance with Article 12 hereof, each Subsidiary Guarantor will be released and relieved of any obligations under its Subsidiary Note Guarantee:.
(ie) upon designation of such Guarantor as an Unrestricted Subsidiary in accordance with the terms of this Indenture;
(ii) upon Legal Defeasance in accordance with Article Thirteen of this Indenture or satisfaction and discharge of this Indenture in accordance with Article Four of this Indenture;
(iii) upon Upon the liquidation or dissolution of such a Subsidiary Guarantor, provided that no Default or Event of Default shall have occurred and is continuing; or.
(ivf) at Upon such time as Subsidiary Guarantor becoming an Insurance Subsidiary or an Immaterial Subsidiary, such Subsidiary Guarantor does not have outstanding any Guarantee will be released and relieved of any Indebtedness obligations under its Note Guarantee.
(other than the Notesg) Upon such Subsidiary Guarantor consolidating with, merging into or transferring all or substantially all of its properties or assets to the Company or another Subsidiary Guarantor, such Subsidiary Guarantor will be released and relieved of any Guarantor in excess of $10.0 million in aggregate principal amount.
(c) obligations under its Note Guarantee. Any Subsidiary Guarantor not released from its obligations under its Subsidiary Note Guarantee as provided in this Section 14.5 11.05 will remain liable for the full amount of principal of and interest and premiumof, premium on, if any, on and interest, if any, on, the Notes and for the other obligations of any Subsidiary Guarantor under this Indenture as provided in this Article Fourteen11.
Appears in 1 contract
Samples: Indenture (Hc2 Holdings, Inc.)
Releases. (a) In the event of any sale or other disposition of all or substantially all of the assets of any Guarantor, by way of merger, consolidation or otherwise, or a sale or other disposition of all of the Capital Stock of any Guarantor, in each case to a Person that is not (either before or after giving effect to such transactions) the Company or a Restricted Subsidiary of the Company, then such Guarantor (in the event of a sale or other disposition, by way of merger, consolidation or otherwise, of all of the Capital Stock of such Guarantor) or the corporation acquiring the property (in the event of a sale or other disposition of all or substantially all of the assets of such Guarantor) will be released and relieved of any obligations under its Subsidiary Note Guarantee, ; provided that the Net Proceeds of such sale or other disposition are applied in accordance with the applicable provisions of this Indenture, including without limitation the first paragraph of Section 10.124.10 hereof; provided further that the failure to apply the Net Proceeds of such sale or other disposition in accordance with the applicable provisions of this Indenture will constitute an Event of Default, but will not result in the reinstatement of any Guarantee released in accordance with the provisions of this Section 11.06. 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 10.124.10 hereof, the Trustee will execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations under its Subsidiary Note Guarantee.
(b) In additionUpon designation of any Guarantor as an Unrestricted Subsidiary in accordance with the terms of this Indenture, such Guarantor will be released and relieved of any obligations under its Note Guarantee.
(c) If any Guarantor is released from its guarantee of all other Indebtedness of the Company or any of its Restricted Subsidiaries, then such Guarantor shall be released and relieved of any obligation under its Note Gaurantee; provided, that if that Guarantor shall guarantee or otherwise provide direct credit support for any Indebtedness of the Company or any Restricted Subsidiary at a later date, then that Guarantor will again become a Guarantor and execute a supplemental indenture and deliver an Opinion of Counsel satisfactory to the Trustee within 10 Business Days of the date on which it provided such guarantee or direct credit support.
(d) Upon Legal Defeasance in accordance with Article 8 hereof or satisfaction and discharge of this Indenture in accordance with Article 12 hereof, each Guarantor will be released and relieved of any obligations under its Subsidiary Note Guarantee:
(i) upon designation of such Guarantor as an Unrestricted Subsidiary in accordance with the terms of this Indenture;
(ii) upon Legal Defeasance in accordance with Article Thirteen of this Indenture or satisfaction and discharge of this Indenture in accordance with Article Four of this Indenture;
(iii) upon the liquidation or dissolution of such Guarantor, provided that no Default or Event of Default shall have occurred and is continuing; or
(iv) at such time as such Guarantor does not have outstanding any Guarantee of any Indebtedness (other than the Notes) of the Company or any Guarantor in excess of $10.0 million in aggregate principal amount.
(c) . Any Guarantor not released from its obligations under its Subsidiary Note Guarantee as provided in this Section 14.5 11.06 will remain liable for the full amount of principal of and interest and premiumpremium and Special Interest, if any, on the Notes and for the other obligations of any Guarantor under this Indenture as provided in this Article Fourteen11.
Appears in 1 contract
Samples: Indenture (Bell Powersports, Inc.)
Releases. (a) In the event of any sale or other disposition of all or substantially all of the assets of any Guarantor, by way of merger, consolidation or otherwise, or a sale or other disposition of all of the Capital Stock of any Guarantor, in each case to a Person that is not (either before or after giving effect to such transactions) the Company or a Restricted Subsidiary of the Company, then such Guarantor (in the event of a sale or other disposition, by way of merger, consolidation or otherwise, of all of the Capital Stock of such Guarantor) or the corporation acquiring the property (in the event of a sale or other disposition of all or substantially all of the assets of such Guarantor) will be released and relieved of any obligations under its Subsidiary Note Guarantee, ; provided that the Net Proceeds of such sale or other disposition are applied in accordance with the applicable provisions of this Indenture, including without limitation does not violate Section 10.123.09 hereof or Section 4.10 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 Indenture, including without limitation does not violate Section 10.123.09 hereof or Section 4.10 hereof, the Trustee will execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations under its Subsidiary Note Guarantee.
(b) In additionUpon designation of any Guarantor as an Unrestricted Subsidiary in accordance with the terms of this Indenture, such Guarantor will be released and relieved of any obligations under its Note Guarantee.
(c) Upon Legal Defeasance in accordance with Article 8 hereof or satisfaction and discharge of this Indenture in accordance with Article 11 hereof, each Guarantor will be released and relieved of any obligations under its Subsidiary Note Guarantee:
(i) upon designation of such Guarantor as an Unrestricted Subsidiary in accordance with the terms of this Indenture;
(ii) upon Legal Defeasance in accordance with Article Thirteen of this Indenture or satisfaction and discharge of this Indenture in accordance with Article Four of this Indenture;
(iii) upon the liquidation or dissolution of such Guarantor, provided that no Default or Event of Default shall have occurred and is continuing; or
(iv) at such time as such Guarantor does not have outstanding any Guarantee of any Indebtedness (other than the Notes) of the Company or any Guarantor in excess of $10.0 million in aggregate principal amount.
(c) . Any Guarantor not released from its obligations under its Subsidiary Note Guarantee as provided in this Section 14.5 10.05 will remain liable for the full amount of principal of and interest and premiumpremium and Additional Interest, if any, on the Notes and for the other obligations of any Guarantor under this Indenture as provided in this Article Fourteen10.
Appears in 1 contract
Releases. (a) In the event of any sale or other disposition of all or substantially all of the assets of any Guarantor, by way of merger, consolidation or otherwise, or a sale or other disposition of all of the Capital Stock of any Guarantor, in each case to a Person that is not (either before or after giving effect to such transactions) the Company or a Restricted Subsidiary of the Company, then such Guarantor (in the event of a sale or other disposition, by way of merger, consolidation or otherwise, of all of the Capital Stock of such Guarantor) or the corporation acquiring the property (in the event of a sale or other disposition of all or substantially all of the assets of such Guarantor) will be released and relieved of any obligations under its Subsidiary Note Guarantee, ; provided that the Net Proceeds net proceeds of such sale or other disposition are applied in accordance with the applicable provisions of this Indenture, including without limitation Section 10.12. 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 10.12, the Trustee will execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations under its Subsidiary Note Guarantee.
(b) In addition, each Each Guarantor will be released and relieved of any obligations under its Subsidiary Note Guarantee:
(i1) upon designation the release, discharge or termination of the Subsidiary’s Guarantee of the Credit Agreement, except a discharge, release or termination by or as a result of payment under such Guarantor as an Unrestricted Subsidiary in accordance with the terms of this Indenture;Guarantee; or
(ii2) upon Legal Defeasance in accordance with Article Thirteen of this Indenture 8 hereof or satisfaction and discharge of this Indenture in accordance with Article Four of this Indenture;
(iii) upon the liquidation or dissolution of such Guarantor, provided that no Default or Event of Default shall have occurred and is continuing; or
(iv) at such time as such Guarantor does not have outstanding any Guarantee of any Indebtedness (other than the Notes) of the Company or any Guarantor in excess of $10.0 million in aggregate principal amount.
(c) 11 hereof. Any Guarantor not released from its obligations under its Subsidiary Note Guarantee as provided in this Section 14.5 10.05 will remain liable for the full amount of principal of and interest and premiumpremium and Liquidated Damages, if any, on the Notes and for the other obligations of any Guarantor under this Indenture as provided in this Article Fourteen10.
Appears in 1 contract
Samples: Indenture (Owens Corning)
Releases. The Guarantee of a Guarantor will be deemed automatically discharged and released:
(a1) In in connection with any direct or indirect sale, conveyance or other disposition of the event capital stock of that Guarantor (including by way of merger, amalgamation or consolidation) following which such Guarantor ceases to be a direct or indirect Subsidiary of the Company if such sale or disposition is made in compliance with Section 4.10 and either Section 10.04 or Section 5.01 or any sale or other disposition of all or substantially all of the assets of any Guarantor, such Guarantor (including by way of merger, consolidation amalgamation or otherwise, or a sale or consolidation) to any Person other disposition of all of the Capital Stock of any Guarantor, in each case than to a Person that is not (either before or after giving effect to such transactions) the Company or a Restricted any Subsidiary of the Company, then ;
(2) if such Guarantor (in the event of a sale is dissolved or other disposition, by way of merger, consolidation or otherwise, of all of the Capital Stock of such Guarantor) or the corporation acquiring the property (in the event of a sale or other disposition of all or substantially all of the assets of such Guarantor) will be released and relieved of any obligations under its Subsidiary Guarantee, provided that the Net Proceeds of such sale or other disposition are applied in accordance with the applicable provisions of this Indenture, including without limitation Section 10.12. 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 liquidated in accordance with the provisions of this Indenture, including without limitation Section 10.12, the Trustee will execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations under its Subsidiary Guarantee.;
(b3) In addition, each Guarantor will be released and relieved of if the Company designates any obligations under its Subsidiary Guarantee:
(i) upon designation of such Guarantor as an Unrestricted Subsidiary in accordance compliance with the terms of this Indenture;
(4) upon the transfer of such Guarantor in a transaction that (i) qualifies as a Permitted Investment or as a Restricted Payment that is not prohibited under Section 4.07 if following such transfer such Guarantor ceases to be a direct or indirect Restricted Subsidiary of the Company or (ii) following such transaction, such Guarantor is a Restricted Subsidiary that is not required to become a Guarantor pursuant to Section 4.15;
(5) upon Legal Defeasance in accordance with Article Thirteen of this Indenture or satisfaction and discharge of this Indenture in accordance with Article Four of this Indenture8 or Article 11 hereof, as applicable;
(iii6) upon in the liquidation or dissolution of such Guarantor, provided that no Default or Event of Default shall have occurred and is continuing; or
(iv) at such time as such Guarantor does not have outstanding any Guarantee case of any Restricted Subsidiary which after the date of this Indenture is required to guarantee the Notes pursuant to Section 4.15, the release or discharge of the guarantee by such Restricted Subsidiary of all Indebtedness (other than the Notes) of the Company or any Guarantor Restricted Subsidiary or the repayment of all the Indebtedness which resulted in excess of $10.0 million in aggregate principal amount.an obligation to guarantee the Notes; or
(c7) with the consent of the requisite Holders of the Notes in accordance with the provisions under Article 9, including consents obtained in connection with a tender offer or exchange offer for, or purchase of, Notes. Any Guarantor not released from its obligations under its Subsidiary Guarantee as provided in this Section 14.5 10.05 will remain liable for the full amount of principal of and interest and premiumof, premium on, if any, on and interest on, the Notes and for the other obligations of any Guarantor under this Indenture as provided in this Article Fourteen10.
Appears in 1 contract
Releases. (a) In Any Guarantor will be released and relived of any obligations (a) under its Subsidiary Guarantee, (i) in the event of any sale or other disposition of all or substantially all of the assets of any that Guarantor, by way of merger, consolidation or otherwise, or a sale or other disposition of all of the Capital Stock capital stock of any that Guarantor, in each case to a Person that is not (either before or after giving effect to such transactionstransaction) the Company or a Restricted Subsidiary of the Company, (ii) if the Company properly designates that Guarantor as an Unrestricted Subsidiary in accordance with this Indenture or (iii) if the Guarantor is released from its guarantees under all Credit Facilities, then such Guarantor (in the event of a sale or other disposition, by way of merger, consolidation or otherwise, of all of the Capital Stock capital stock of such Guarantor) or the corporation acquiring the property (in the event of a sale or other disposition of all or substantially all of the assets of such Guarantor) will be released and relieved of any obligations under its Subsidiary Guarantee, ; provided that the Net Proceeds of such sale or other disposition are applied in accordance with the applicable provisions of this the Indenture, including without limitation Section 10.124.11 of the Indenture. 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 the Indenture, including without limitation Section 10.124.11 of the Indenture, the Trustee will shall execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations under its Subsidiary Guarantee.
(b) In addition, each Guarantor will be released and relieved of any obligations under its Subsidiary Guarantee:
(i) upon designation of such Guarantor as an Unrestricted Subsidiary in accordance with the terms of this Indenture;
(ii) upon Legal Defeasance in accordance with Article Thirteen of this Indenture or satisfaction and discharge of this Indenture in accordance with Article Four of this Indenture;
(iii) upon the liquidation or dissolution of such Guarantor, provided that no Default or Event of Default shall have occurred and is continuing; or
(iv) at such time as such Guarantor does not have outstanding any Guarantee of any Indebtedness (other than the Notes) of the Company or any Guarantor in excess of $10.0 million in aggregate principal amount.
(c) Any Guarantor not released from its obligations under its Subsidiary Guarantee as provided in this Section 14.5 will shall remain liable for the full amount of principal of and interest and premium, if any, on the Notes and for the other obligations of any Guarantor under this the Indenture as provided in this Article Fourteen10 of the Indenture.
Appears in 1 contract
Releases. (a) In the event The Note Guarantee of a Guarantor will be automatically and unconditionally released and discharged:
(1) in connection with any sale or other disposition of all or substantially all of the assets of any Guarantor, by way of merger, consolidation or otherwise, or a sale or other disposition of all of the Capital Stock of any Guarantor, in each case a Guarantor to a Person that is not (either before or after giving effect to such transactionstransaction) the Company or a Restricted Subsidiary of the Company, then such Guarantor (in if the event of a sale or other disposition, by way of merger, consolidation or otherwise, of all of the such Capital Stock of such Guarantorthat Guarantor complies with Section 4.12;
(2) or the corporation acquiring the property (in the event of a sale or other disposition of all or substantially all of the assets of such Guarantor) will be released and relieved of any obligations under its Subsidiary Guarantee, provided that the Net Proceeds of such sale or other disposition are applied in accordance with the applicable provisions of this Indenture, including without limitation Section 10.12. Upon delivery by if the Company to the Trustee of an Officers’ Certificate and an Opinion of Counsel to the effect designates any Restricted Subsidiary that such sale or other disposition was made by the Company in accordance with the provisions of this Indenture, including without limitation Section 10.12, the Trustee will execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations under its Subsidiary Guarantee.
(b) In addition, each Guarantor will be released and relieved of any obligations under its Subsidiary Guarantee:
(i) upon designation of such is a Guarantor as an Unrestricted Subsidiary in accordance with pursuant to the terms of this Indenture;
(ii3) in connection with the release or discharge of such Guarantor under the Credit Agreement or the guarantee which resulted in the creation of such Note Guarantee, except a release or discharge by or as a result of payment under such guarantee (it being understood that a release subsequent to a contingent reinstatement is still a release); and
(4) upon Legal Defeasance or Covenant Defeasance in accordance with Article Thirteen of this Indenture 8 or satisfaction and discharge of this Indenture in accordance with Article Four of this Indenture;
(iii) upon the liquidation or dissolution of such Guarantor, provided that no Default or Event of Default shall have occurred and is continuing; or
(iv) at such time as such Guarantor does not have outstanding any Guarantee of any Indebtedness (other than the Notes) of the Company or any Guarantor in excess of $10.0 million in aggregate principal amount11.
(cb) Any Guarantor not released from its obligations under its Subsidiary Note Guarantee as provided in this Section 14.5 will shall remain liable for the full amount of principal of and interest and premium, if any, on the Notes and for the other obligations of any Guarantor under this Indenture as provided in this Article Fourteen10.
(c) Upon delivery by the Company to the Trustee of an Officer’s Certificate to the effect that any of the conditions described in clauses (a)(1)-(4) of this Section 10.05 has occurred and an Officer’s Certificate and Opinion of Counsel each stating that, as required by Section 12.05, all conditions precedent herein relating to such transactions have been complied with and that such release is authorized or permitted hereunder, the Trustee shall execute any supplemental indenture or other documents reasonably requested by the Company in order to evidence the release of any Guarantor from its obligations under its Note Guarantee and this Indenture.
Appears in 1 contract
Samples: Indenture (ClubCorp Holdings, Inc.)
Releases. (a) In the event of any sale or other disposition of all or substantially all of the assets of any Guarantor, by way of merger, consolidation or otherwise, or a sale or other disposition of all of the Capital Stock of any Guarantor, in each case to a Person that is not (either before or after giving effect to such transactions) the Company or a Restricted Subsidiary of the Company, then such Guarantor (in the event of a sale or other disposition, by way of merger, consolidation or otherwise, of all of the Capital Stock of such Guarantor) or the corporation acquiring the property (in the event of a sale or other disposition of all or substantially all of the assets of such Guarantor) will be released and relieved of any obligations under its Subsidiary Note Guarantee, ; provided that the Net Proceeds of such sale or other disposition are applied in accordance with the applicable provisions of this Indenture, including without limitation Section 10.124.10 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 Indenture, including without limitation Section 10.124.10 hereof, the Trustee will execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations under its Subsidiary Note Guarantee.
(b) In additionUpon designation by the Company of any Restricted Subsidiary that is a Guarantor as an Unrestricted Subsidiary or a Receivables Subsidiary in accordance with the terms of this Indenture, such Guarantor will be released and relieved of any obligations under its Note Guarantee.
(c) Upon Legal Defeasance in accordance with Article 8 hereof or satisfaction and discharge of this Indenture in accordance with Article 12 hereof, each Guarantor will be released and relieved of any obligations under its Subsidiary Note Guarantee:
(i) upon designation of such Guarantor as an Unrestricted Subsidiary in accordance with the terms of this Indenture;
(ii) upon Legal Defeasance in accordance with Article Thirteen of this Indenture or satisfaction and discharge of this Indenture in accordance with Article Four of this Indenture;
(iii) upon the liquidation or dissolution of such Guarantor, provided that no Default or Event of Default shall have occurred and is continuing; or
(iv) at such time as such Guarantor does not have outstanding any Guarantee of any Indebtedness (other than the Notes) of the Company or any Guarantor in excess of $10.0 million in aggregate principal amount.
(c) . Any Guarantor not released from its obligations under its Subsidiary Note Guarantee as provided in this Section 14.5 11.06 will remain liable for the full amount of principal of and interest and premium, if any, on the Notes and for the other obligations of any Guarantor under this Indenture as provided in this Article Fourteen11.
Appears in 1 contract
Samples: Indenture (Elizabeth Arden Inc)
Releases. (a) In the event of any sale or other disposition of all or substantially all of the properties or assets of any Guarantor, by way of merger, consolidation or otherwise, or a sale or other disposition of all of the Capital Stock of any Guarantor, in each case to a Person that is not (either before or after giving effect to such transactions) the Company Regency Energy Partners or a Restricted Subsidiary of the CompanyRegency Energy Partners, then such Guarantor (in the event of a sale or other disposition, by way of merger, consolidation or otherwise, of all of the Capital Stock of such Guarantor) or the corporation Person acquiring the property properties or assets (in the event of a sale or other disposition of all or substantially all of the properties or assets of such Guarantor) will be released and relieved of any obligations under its Subsidiary Note Guarantee, ; provided that the Net Proceeds of such sale or other disposition are applied in accordance with the applicable provisions of this Indenture, including without limitation Section 10.124.10 hereof (for the avoidance of doubt, at the time thereof). Upon delivery by the Company Issuers 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 Issuers in accordance with the provisions of this Indenture, including without limitation Section 10.124.10 hereof, the Trustee will execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations under its Subsidiary Note Guarantee.
(b) In additionUpon designation of any Guarantor as an Unrestricted Subsidiary in accordance with the terms of this Indenture, such Guarantor will be released and relieved of any obligations under its Note Guarantee.
(c) At such time as any Guarantor ceases to guarantee any other Indebtedness of an Issuer or another Guarantor, such Guarantor will be released and relieved of any obligations under its Note Guarantee, provided that, if it is also a Domestic Subsidiary, it is no longer an obligor with respect to any Indebtedness under any Credit Facility; provided, however, that if, at any time following such release, that Guarantor incurs a Guarantee under a Credit Facility, then such Guarantor shall be required to provide a Note Guarantee at such time.
(d) Upon Legal Defeasance or Covenant Defeasance or satisfaction and discharge of this Indenture in accordance with Article XI hereof, each Guarantor will be released and relieved of any obligations under its Subsidiary Note Guarantee:
(i) upon designation of such Guarantor as an Unrestricted Subsidiary in accordance with the terms of this Indenture;
(ii) upon Legal Defeasance in accordance with Article Thirteen of this Indenture or satisfaction and discharge of this Indenture in accordance with Article Four of this Indenture;
(iii) upon the liquidation or dissolution of such Guarantor, provided that no Default or Event of Default shall have occurred and is continuing; or
(iv) at such time as such Guarantor does not have outstanding any Guarantee of any Indebtedness (other than the Notes) of the Company or any Guarantor in excess of $10.0 million in aggregate principal amount.
(c) . Any Guarantor not released from its obligations under its Subsidiary Note Guarantee as provided in this Section 14.5 14.05 will remain liable for the full amount of principal of and interest and premium, if any, on the Notes and for the other obligations of any Guarantor under this Indenture as provided in this Article FourteenXIV.
Appears in 1 contract
Samples: First Supplemental Indenture (Regency Energy Partners LP)
Releases. (a) In the event of any sale or other disposition of all or substantially all of the assets of any Subsidiary Guarantor, 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 before or after giving effect to such transactions) the Company or a Restricted Subsidiary of the Company, then such Subsidiary Guarantor (in the event of a sale or other disposition, by way of merger, consolidation or otherwise, of all of the Capital Stock of such Subsidiary Guarantor) or the corporation acquiring the property (in the event of a sale or other disposition of all or substantially all of the assets of such Subsidiary Guarantor) will be released and relieved of any obligations under its Subsidiary Note Guarantee; provided, provided that the Net Proceeds of such sale or other disposition are applied in accordance with the applicable provisions of this Indenture, including without limitation Section 10.124.10 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 Indenture, including without limitation Section 10.124.10 hereof, the Trustee will execute any documents reasonably required in order to evidence the release of any Subsidiary Guarantor from its obligations under its Subsidiary Note Guarantee.
(b) In addition, each Guarantor will be released and relieved Upon designation of any obligations under its Subsidiary Guarantee:
(i) upon designation of such Guarantor as an Unrestricted Subsidiary in accordance with the terms of this Indenture;, such Subsidiary Guarantor will be released and relieved of any obligations under its Note Guarantee.
(iic) upon Upon Legal Defeasance in accordance with Article Thirteen of this Indenture 8 hereof or satisfaction and discharge of this Indenture in accordance with Article Four 13 hereof, each Subsidiary Guarantor will be released and relieved of any obligations under its Note Guarantee.
(d) Upon the delivery by the Issuers to the Trustee and the Collateral Agent of an Officers' Certificate certifying that such Subsidiary Guarantor qualifies as an Immaterial Subsidiary or a Receivables Subsidiary under the terms of this Indenture, such Subsidiary Guarantor will be released and relieved of any obligations under its Note Guarantee;
(iiie) upon Upon the liquidation or dissolution delivery by the Issuers to the Trustee and the Collateral Agent of an Officers' Certificate certifying that such Guarantor, provided that no Default or Event Subsidiary Guarantor (a) is formed under the laws of Default shall have occurred and is continuing; or
(iv) at such time as such Guarantor does not have outstanding any Guarantee of any Indebtedness (a jurisdiction other than the Notes) United States or any state of the Company United States or the District of Columbia and (b) does not, or upon effectiveness of such release will not, guarantee or otherwise provide direct credit support for any Indebtedness of either of the Issuers or any other Guarantor, such Subsidiary Guarantor in excess will be released and relieved of $10.0 million in aggregate principal amount.
(c) Any Guarantor not released from its any obligations under its Subsidiary Guarantee as provided Note Guarantee; provided, that, in this Section 14.5 will remain liable for the full amount of principal of and interest and premiumevent that, if any, on the Notes and for so long as, such Subsidiary Guarantor subsequently guarantees or otherwise provides direct credit support for any Indebtedness of either of the Issuers or any other obligations Guarantor, (i) the Issuers shall notify the Trustee and the Collateral Agent in writing promptly following the provision of any such guarantee or credit support, (ii) the Note Guarantee of such Subsidiary Guarantor shall be reinstated and (iii) the Issuers shall cause such Subsidiary Guarantor to comply with the requirements under this Indenture as provided in this Article FourteenSection 4.16 hereof.
Appears in 1 contract
Samples: Indenture (Jordan Industries Inc)
Releases. (a) In the event of any sale or other disposition of all or substantially all of the assets of any Guarantor, by way of merger, consolidation or otherwise, or a sale or other disposition of all of the Capital Stock of any Guarantor, in each case to a Person that is not (either before or after giving effect to such transactions) the Company or a Restricted Subsidiary of the Company, then such Guarantor (in the event of a sale or other disposition, by way of merger, consolidation or otherwise, of all of the Capital Stock of such Guarantor) or the corporation acquiring the property (in the event of a sale or other disposition of all or substantially all of the assets of such Guarantor) will be released and relieved of any obligations under its Subsidiary Guarantee, provided that the Net Proceeds of such sale or other disposition are applied in accordance with the applicable provisions of this Indenture, including without limitation Section 10.12. Upon 38 Fourteenth Supplemental Indenture 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 10.12, the Trustee will execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations under its Subsidiary Guarantee.
(b) In addition, each Guarantor will be released and relieved of any obligations under its Subsidiary Guarantee:
(i) upon designation of such Guarantor as an Unrestricted Subsidiary in accordance with the terms of this Indenture;
(ii) upon Legal Defeasance in accordance with Article Thirteen of this Indenture or satisfaction and discharge of this Indenture in accordance with Article Four of this Indenture;
(iii) upon the liquidation or dissolution of such Guarantor, provided that no Default or Event of Default shall have occurred and is continuing; or
(iv) at such time as such Guarantor does not have outstanding any Guarantee of any Indebtedness (other than the Notes) of the Company or any Guarantor in excess of $10.0 million in aggregate principal amount.
(c) Any Guarantor not released from its obligations under its Subsidiary Guarantee as provided in this Section 14.5 will remain liable for the full amount of principal of and interest and premium, if any, on the Notes and for the other obligations of any Guarantor under this Indenture as provided in this Article Fourteen.
Appears in 1 contract
Samples: Supplemental Indenture (Plains Exploration & Production Co)
Releases. (a) In the event of any (i) a sale or other disposition of all or substantially all of the assets of any Guarantor, by way of merger, consolidation or otherwise, or a sale or other disposition of all of the Capital Stock capital stock of any Guarantor, in each case to a Person that is not (either before or after giving effect to such transactions) the Company or any other Guarantor, (ii) a Restricted Subsidiary termination of one or more Guarantees by any Guarantor of any other Senior Subordinated Indebtedness of the CompanyCompany or any other Guarantor which results in such Guarantor no longer being subject to any Guarantee of any other Senior Subordinated Indebtedness of the Company or any other Guarantor, (iii) the exercise by the Company of its option to have either Section 8.02 or 8.03 of the Indenture be applied to all outstanding Notes in accordance with the terms set forth in Article 8 of the Indenture or (iv) the designation by the Company of any Guarantor as an Unrestricted Subsidiary in accordance with the terms set forth in Section 4.13 of the Indenture, then such Guarantor (upon the occurrence of an event described in the event clauses (ii), (iii) or (iv) of a sale or other disposition, by way of merger, consolidation or otherwise, of all of the Capital Stock of such Guarantorthis paragraph) or the corporation acquiring the property (upon the occurrence of an event described in the event clause (i) of a sale or other disposition of all or substantially all of the assets of such Guarantorthis paragraph) will be released and relieved of any obligations under its Subsidiary Guarantee, ; provided that the Net Proceeds Proceeds, if any, of such sale or other disposition are applied in accordance with the applicable provisions of this the Indenture, including without limitation Section 10.124.10 of the Indenture. 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 the Indenture, including without limitation Section 10.124.10 of the Indenture, the Trustee will shall execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations under its Subsidiary Guarantee.
(b) In addition, each Guarantor will be released and relieved of any obligations under its Subsidiary Guarantee:
(i) upon designation of such Guarantor as an Unrestricted Subsidiary in accordance with the terms of this Indenture;
(ii) upon Legal Defeasance in accordance with Article Thirteen of this Indenture or satisfaction and discharge of this Indenture in accordance with Article Four of this Indenture;
(iii) upon the liquidation or dissolution of such Guarantor, provided that no Default or Event of Default shall have occurred and is continuing; or
(iv) at such time as such Guarantor does not have outstanding any Guarantee of any Indebtedness (other than the Notes) of the Company or any Guarantor in excess of $10.0 million in aggregate principal amount.
(c) Any Guarantor not released from its obligations under its Subsidiary Guarantee as provided in this Section 14.5 will shall remain liable for the full amount of principal of and interest and premium, if any, on the Notes and for the other obligations of any Guarantor under this the Indenture as provided in this Article Fourteen11 of the Indenture.
Appears in 1 contract
Releases. (a) In the event of any sale or other disposition of all or substantially all of the assets of any Guarantor, by way of merger, consolidation or otherwise, or a sale or other disposition of all of the Capital Stock of any Guarantor, in each case to a Person that is not (either before or after giving effect to such transactions) the Company or a Restricted Subsidiary of the Company, then such Guarantor (in the event of a sale or other disposition, by way of merger, consolidation or otherwise, of all of the Capital Stock of such Guarantor) or the corporation acquiring the property (in the event of a sale or other disposition of all or substantially all of the assets of such Guarantor) will be released and relieved of any obligations under its Subsidiary Guarantee, provided that the Net Proceeds of such sale or other disposition are applied in accordance with the applicable provisions of this Indenture, including without limitation Section 10.12. 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 10.12, the Trustee will execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations under its Subsidiary Guarantee.
(b) In addition, each Guarantor will be released and relieved of any obligations under its Subsidiary Guarantee:
(i) upon designation of such Guarantor as an Unrestricted Subsidiary in accordance with the terms of this Indenture;
(ii) upon Legal Defeasance in accordance with Article Thirteen of this Indenture or satisfaction and discharge of this Indenture in accordance with Article Four of this Indenture;
(iii) upon the liquidation or dissolution of such Guarantor, provided that no Default or Event of Default shall have occurred and is continuing; or
(iv) at such time as such Guarantor does not have outstanding any Guarantee of any Indebtedness (other than the Notes) of the Company or any Guarantor in excess of $10.0 million in aggregate principal amount.. 38 Seventh Supplemental Indenture
(c) Any Guarantor not released from its obligations under its Subsidiary Guarantee as provided in this Section 14.5 will remain liable for the full amount of principal of and interest and premium, if any, on the Notes and for the other obligations of any Guarantor under this Indenture as provided in this Article Fourteen.
Appears in 1 contract
Samples: Seventh Supplemental Indenture (Plains Exploration & Production Co)
Releases. (a) In the event of any sale sale, assignment, transfer, conveyance, or other disposition of all or substantially all of the assets of any Subsidiary Guarantor, by way of merger, consolidation or otherwise, or a sale or other disposition of all of the Capital Stock of any Guarantor, in each case to a Person that is not (either before or after giving effect to such transactionstransaction) the Company or a Restricted Subsidiary of the Company, then such Guarantor the corporation acquiring the property will be released and relieved of any obligations under the Note Guarantee;
(in b) In the event of any sale, assignment, transfer, conveyance, or other disposition of Capital Stock of any Subsidiary Guarantor to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary of the Company and such Subsidiary Guarantor ceases to be a Restricted Subsidiary of the Company as a result of the sale or other disposition, by way of merger, consolidation or otherwise, of all of the Capital Stock of then such Guarantor) or the corporation acquiring the property (in the event of a sale or other disposition of all or substantially all of the assets of such Guarantor) Subsidiary Guarantor will be released and relieved of any obligations under its Subsidiary Note Guarantee; provided, provided in both cases, that the Net Proceeds of such sale sale, assignment, transfer, conveyance, or other disposition are applied in accordance with the applicable provisions of this Indenture, including without limitation Section 10.124.10 hereof. Upon delivery by the Company to the Trustee of an Officers’ Certificate and an Opinion of Counsel to the effect that such sale sale, assignment, transfer, conveyance, or other disposition was made by the Company in accordance with the provisions of this Indenture, including without limitation Section 10.124.10 hereof, the Trustee will execute any documents reasonably required in order to evidence the release of any Subsidiary Guarantor from its obligations under its Subsidiary Note Guarantee.
(bc) In addition, each Guarantor will be released and relieved Upon designation of any obligations under its Restricted Subsidiary Guarantee:
(i) upon designation of such that is a Subsidiary Guarantor as an Unrestricted Subsidiary in accordance with the terms of this Indenture;, such Subsidiary Guarantor will be released and relieved of any obligations under its Note Guarantee.
(iid) upon Upon Legal Defeasance or Covenant Defeasance in accordance with Article Thirteen of this Indenture 8 hereof or satisfaction and discharge of this Indenture in accordance with Article Four of this Indenture;
(iii) upon the liquidation or dissolution of such Guarantor12 hereof, provided that no Default or Event of Default shall have occurred each Subsidiary Guarantor will be released and is continuing; or
(iv) at such time as such Guarantor does not have outstanding any Guarantee relieved of any Indebtedness (other than the Notes) of the Company or any Guarantor in excess of $10.0 million in aggregate principal amount.
(c) obligations under its Note Guarantee. Any Subsidiary Guarantor not released from its obligations under its Subsidiary Note Guarantee as provided in this Section 14.5 11.05 will remain liable for the full amount of principal of and interest and premiumof, premium on, if any, on and interest, if any, on, the Notes and for the other obligations of any Subsidiary Guarantor under this Indenture as provided in this Article Fourteen11.
Appears in 1 contract
Samples: Indenture (HC2 Holdings, Inc.)
Releases. (a) In the event of any sale or other disposition of all or substantially all of the assets of any Guarantor, by way of merger, consolidation or otherwise, or a sale or other disposition of all of the Capital Stock of any Guarantor, in each case to a Person that is not (either before or after giving effect to such transactions) the Company or a Restricted Subsidiary of the Company, then such Guarantor (in the event of a sale or other disposition, by way of merger, consolidation or otherwise, of all of the Capital Stock of such Guarantor) or the corporation acquiring the property (in the event of a sale or other disposition of all or substantially all of the assets of such Guarantor) will be released and relieved of any obligations under its Subsidiary Note Guarantee, ; provided that the Net Proceeds of such sale or other disposition are applied in accordance with the applicable provisions of this Indenture, including without limitation Section 10.124.10 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 Indenture, including without limitation Section 10.124.10 hereof, the Trustee will execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations under its Subsidiary Note Guarantee.
(b) In additionUpon designation of any Guarantor as an Unrestricted Subsidiary in accordance with the terms of this Indenture, such Guarantor will be released and relieved of any obligations under its Note Guarantee.
(c) Upon Legal Defeasance in accordance with Article 8 hereof or satisfaction and discharge of this Indenture in accordance with Article 12 hereof, each Guarantor will be released and relieved of any obligations under its Subsidiary Note Guarantee:.
(id) In the case of Holdings’ Note Guarantee, upon designation of such Guarantor as an Unrestricted Subsidiary in accordance with the terms of this Indenture;
(ii) upon Legal Defeasance in accordance with Article Thirteen of this Indenture legal defeasance or satisfaction and discharge of this Indenture the Subordinated Note Indentures in accordance compliance with Article Four of this Indenture;
(iii) upon the liquidation or dissolution terms of such Guarantor, provided that no Default or Event of Default shall have occurred and is continuing; or
(iv) at such time as such Guarantor does not have outstanding any Guarantee of any Indebtedness (other than the Notes) of the Company or any Guarantor in excess of $10.0 million in aggregate principal amount.
(c) Subordinated Note Indentures. Any Guarantor not released from its obligations under its Subsidiary Note Guarantee as provided in this Section 14.5 11.05 will remain liable for the full amount of principal of and interest and premiumpremium and Liquidated Damages, if any, on the Notes and for the other obligations of any Guarantor under this Indenture as provided in this Article Fourteen11.
Appears in 1 contract
Samples: Indenture (Ziff Davis Holdings Inc)
Releases. (a) In the event of any sale or other disposition of all or substantially all of the assets of any Guarantor, by way of merger, consolidation or otherwise, or a sale or other disposition of all of the Capital Stock of any Guarantor, in each case to a Person that is not (either before or after giving effect to such transactions) the Company or a Restricted Subsidiary of the Company, then such Guarantor (in the event of a sale or other disposition, by way of merger, consolidation or otherwise, of all of the Capital Stock of such Guarantor) or the corporation acquiring the property (in the event of a sale or other disposition of all or substantially all of the assets of such Guarantor) will be released and relieved of any obligations under its Subsidiary Guarantee, provided that the Net Proceeds of such sale or other disposition are applied in accordance with the applicable provisions of this Indenture, including without limitation Section 10.12. 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 10.12, the Trustee will execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations under its Subsidiary Guarantee.
(b) In addition, each Guarantor will be released and relieved of any obligations under its Subsidiary Guarantee:
(i) upon designation of such Guarantor as an Unrestricted Subsidiary in accordance with the terms of this Indenture;
(ii) upon Legal Defeasance in accordance with Article Thirteen of this Indenture or satisfaction and discharge of this Indenture in accordance with Article Four of this Indenture;
(iii) upon the liquidation or dissolution of such Guarantor, provided that no Default or Event of Default shall have occurred and is continuing; or
(iv) at such time as such Guarantor does not have outstanding any Guarantee of any Indebtedness (other than the Notes) of the Company or any Guarantor in excess of $10.0 million in aggregate principal amount.
(c) Any Guarantor not released from its obligations under its Subsidiary Guarantee as provided in this Section 14.5 will remain liable for the full amount of principal of and interest and premium, if any, on the Notes and for the other obligations of any Guarantor under this Indenture as provided in this Article Fourteen.
Appears in 1 contract
Samples: Seventeenth Supplemental Indenture (Plains Exploration & Production Co)
Releases. The Note Guarantee of a Guarantor shall be released:
(ai) In the event of with respect to a Guarantor other than Wind, in connection with any sale sale, assignment, transfer, conveyance or other disposition of all or substantially all of the assets of any Guarantor, that Guarantor (including by way of merger, consolidation consolidation, amalgamation or otherwise, combination) or a sale or other disposition of all of the Capital Stock of any Guarantor, in each case that Guarantor to a Person that is not (either before or after giving effect to such transactions) the Company Wind or a Restricted Subsidiary of Wind or an Affiliate of Wind or any of its Subsidiaries, if the Companysale, then such Guarantor (in the event of a sale or other dispositionassignment, by way of mergertransfer, consolidation or otherwise, of all of the Capital Stock of such Guarantor) or the corporation acquiring the property (in the event of a sale conveyance or other disposition of all or substantially all of the assets of such Guarantor) will be released is undertaken, and relieved of any obligations under its Subsidiary Guarantee, provided that the Net Proceeds of such sale or other disposition are applied in accordance with, in accordance with the applicable provisions of this Indenture, including without limitation Section 10.124.10. Upon delivery by the Company Issuer to the Trustee of an Officers’ Officer’s Certificate and an Opinion of Counsel to the effect that such sale or other disposition was made by the Company Wind in accordance with the provisions of this Indenture, including without limitation limitation, Section 10.124.10, the Trustee will execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations under its Subsidiary Note Guarantee.
(b) In addition, each Guarantor will be released and relieved of any obligations under its Subsidiary Guarantee:
(iii) upon designation the sale of all the Capital Stock of such Guarantor as or its parent entity pursuant to an enforcement sale in compliance with the Priority Agreement;
(iii) with respect to a Guarantor other than Wind, if Wind designates any Restricted Subsidiary that is a Guarantor to be an Unrestricted Subsidiary in accordance with the terms of this Indenture;
(iiiv) with respect to a Guarantor other than Wind, upon Covenant Defeasance as provided in Article 8;
(v) upon Legal Defeasance in accordance with Article Thirteen of this Indenture or satisfaction and discharge of this Indenture as provided in accordance with Article Four of this IndentureArticles 8 or 13, respectively;
(iiivi) upon the liquidation or dissolution release of such Guarantorthe guarantee that gave rise to the requirement to guarantee the Notes pursuant to Section 4.18, provided that so long as no Default or Event of Default shall would arise as a result and no other Indebtedness is at that time guaranteed by the relevant Guarantor that would have occurred and is continuingotherwise given rise to an obligation to guarantee the Notes pursuant to such covenant had the relevant Restricted Subsidiary not already been a Guarantor; or
(ivvii) at such time as such Guarantor does not have outstanding any Guarantee of any Indebtedness (other than the Notes) of the Company or any Guarantor described in excess of $10.0 million in aggregate principal amountArticle 9.
(c) Any Guarantor not released from its obligations under its Subsidiary Guarantee as provided in this Section 14.5 will remain liable for the full amount of principal of and interest and premium, if any, on the Notes and for the other obligations of any Guarantor under this Indenture as provided in this Article Fourteen.
Appears in 1 contract
Samples: Indenture (VimpelCom Ltd.)
Releases. (a) In the event of any sale sale, assignment, transfer, conveyance, or other disposition of all or substantially all of the assets of any Guarantor, by way of merger, consolidation or otherwise, or a sale or other disposition of all of the Capital Stock of any Guarantor, in each case to a Person that is not (either before or after giving effect to such transactionstransaction) the Company or a Restricted Subsidiary of the Company, then such Guarantor the corporation acquiring the property will be released and relieved of any obligations under the Note Guarantee;
(in b) In the event of any sale, assignment, transfer, conveyance, or other disposition of Capital Stock of any Guarantor to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary of the Company and such Guarantor ceases to be a Restricted Subsidiary of the Company as a result of the sale or other disposition, by way of merger, consolidation or otherwise, of all of the Capital Stock of then such Guarantor) or the corporation acquiring the property (in the event of a sale or other disposition of all or substantially all of the assets of such Guarantor) Guarantor will be released and relieved of any obligations under its Subsidiary Note Guarantee; provided, provided in both cases, that the Net Cash Proceeds of such sale sale, assignment, transfer, conveyance, or other disposition are applied in accordance with the applicable provisions of this Indenture, including without limitation Section 10.124.10 hereof. Upon delivery by the Company to the Trustee of an Officers’ Certificate and an Opinion of Counsel to the effect that such sale sale, assignment, transfer, conveyance, or other disposition was made by the Company in accordance with the provisions of this Indenture, including without limitation Section 10.124.10 hereof, the Trustee will execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations under its Subsidiary Note Guarantee.
(bc) In addition, each Guarantor will be released and relieved Upon designation of any obligations under its Restricted Subsidiary Guarantee:
(i) upon designation of such that is a Guarantor as an Unrestricted Subsidiary in accordance with the terms of this Indenture;, such Guarantor will be automatically released and relieved of any obligations under its Note Guarantee.
(iid) upon Upon Legal Defeasance or Covenant Defeasance in accordance with Article Thirteen of this Indenture 8 hereof or satisfaction and discharge of this Indenture in accordance with Article Four of this Indenture;
(iii) upon the liquidation or dissolution of such Guarantor11 hereof, provided that no Default or Event of Default shall have occurred each Guarantor will be automatically released and is continuing; or
(iv) at such time as such Guarantor does not have outstanding any Guarantee relieved of any Indebtedness (other than the Notes) of the Company or any Guarantor in excess of $10.0 million in aggregate principal amountobligations under its Note Guarantee.
(ce) A Guarantor’s Note Guarantee shall be automatically released upon such Guarantor being released from or discharged of, its Guarantee of, and all pledges and security, if any, granted by such Guarantor in connection with, the New Credit Facilities or such other Guarantee that resulted in the creation of such Note Guarantee (except, in the case of the New Credit Facilities, a release by or as a result of a payment thereon). Any Guarantor not released from its obligations under its Subsidiary Note Guarantee as provided in this Section 14.5 10.05 will remain liable for the full amount of principal of and interest and premiumof, premium on, if any, and interest on the Notes and for the other obligations of any Guarantor under this Indenture as provided in this Article Fourteen10.
Appears in 1 contract
Samples: Indenture (Tennant Co)
Releases. (a) In the event of any sale or other disposition of all or substantially all of the assets of any Guarantor, by way of merger, consolidation or otherwise, or a sale or other disposition of all of the Capital Stock of any Guarantor, in each case to a Person that is not (either before or after giving effect to such transactions) the Company or a Restricted Subsidiary of the Company, then such Guarantor (in the event of a sale or other disposition, by way of merger, consolidation or otherwise, of all of the Capital Stock of such Guarantor) or the corporation acquiring the property (in the event of a sale or other disposition of all or substantially all of the assets of such Guarantor) will be released and relieved of any obligations under its Subsidiary Note Guarantee, provided that the Net Proceeds of such sale or other disposition are applied in accordance with the applicable provisions of this Indenture, including without limitation Section 10.12. 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 10.124.10 hereof, the Trustee Trustee, at the Company’s expense, will execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations under its Subsidiary Note Guarantee.
(b) In additionUpon Legal Defeasance in accordance with Article 8 hereof or satisfaction and discharge of this Indenture in accordance with Article 12 hereof, each Guarantor will be released and relieved of any obligations under its Subsidiary Note Guarantee:
(i) upon designation of such Guarantor as an Unrestricted Subsidiary in accordance with the terms of this Indenture;
(ii) upon Legal Defeasance in accordance with Article Thirteen of this Indenture or satisfaction and discharge of this Indenture in accordance with Article Four of this Indenture;
(iii) upon the liquidation or dissolution of such Guarantor, provided that no Default or Event of Default shall have occurred and is continuing; or
(iv) at such time as such Guarantor does not have outstanding any Guarantee of any Indebtedness (other than the Notes) of the Company or any Guarantor in excess of $10.0 million in aggregate principal amount.
(c) If any Guarantor shall not guarantee any Indebtedness under any Credit Facility (other than if such Guarantor no longer guarantees any Indebtedness under any Credit Facility as a result of payment under any guarantee of any such Indebtedness by any Guarantor), such Guarantor will be released and relieved of any obligations under its Note Guarantee; provided, that a Guarantor shall not be permitted to be released from its Guarantee if it is an obligor with respect to Indebtedness that would not, under Section 4.09 hereof, be permitted to be incurred by a Subsidiary that is not a Guarantor. Any Guarantor not released from its obligations under its Subsidiary Note Guarantee as provided in this Section 14.5 11.05 will remain liable for the full amount of principal of and interest and premium, if any, on the Notes and for the other obligations of any Guarantor under this Indenture as provided in this Article Fourteen11.
Appears in 1 contract