Resignation of Guarantors Sample Clauses

Resignation of Guarantors a) Subject to the terms of the Bond Terms and RCF Agreement, the Company may request that a Subsidiary ceases to be a Guarantor (each a "Resigning Guarantor") by delivering to the Security Agent a duly completed Resignation Letter. b) The Security Agent shall accept such Resignation Letter and notify the Company and the Guarantors of its acceptance if: (i) the Company has confirmed to the Security Agent that no Event of Default under the Debt Documents entered into with one or several Secured Parties is continuing or would result from the acceptance of the Resignation Letter; and (ii) no payment is due from the Resigning Guarantor under the Guarantee. c) The resignation of any Resigning Guarantor is effective from the date on which the Security Agent confirms that the conditions for release are fulfilled at which time that Resigning Guarantor ceases to be a Guarantor and has no further rights or obligations under the Guarantee. d) On the date the Resigning Guarantor ceases to be a Guarantor: (i) that Resigning Guarantor is released by each other Guarantor from any liability (whether past, present or future and whether actual or contingent) to make a contribution to any other Guarantor arising by reason of the performance by any other Guarantor of its obligations under the Debt Documents; and (ii) each other Guarantor waives any rights it may have by reason of the performance of its obligations under the Debt Documents to take the benefit (in whole or in part and whether by way of subrogation or otherwise) of any rights of the Secured Parties under any Debt Document or of any other security taken pursuant to, or in connection with, any Debt Document where such rights or security are granted by or in relation to the assets of the Resigning Guarantor.
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Resignation of Guarantors. (a) Subject to paragraph (b) below, the Issuer may request that a Guarantor ceases to be a Guarantor by delivering to the Security Agent a Resignation Letter, provided that the resignation of such Guarantor is not prohibited pursuant to the Finance Documents. (b) Provided that any Super Senior RCF Creditor (if any) has approved the resignation of the Guarantors, the Security Agent shall accept a Resignation Letter and notify the Issuer, and the agent under the Super Senior RCF Agent and the New Senior Debt Agent (if any), of its acceptance if the Issuer has confirmed that: (i) no Event of Default is continuing or would result from the acceptance of the Resignation Letter; (ii) the resignation of such Guarantor is not prohibited pursuant to the Finance Documents; (iii) no payment is due from that Guarantor under the Finance Documents; and (iv) such Guarantor is no longer a Material Group Company. (c) Each resignation shall become effective upon the counter signing of the Resignation Letter by the Security Agent.
Sample 1
Resignation of Guarantors. ‌ a) Subject to the Debt Documents, the Issuer may request that a Subsidiary ceases to be a Guarantor (each a "Resigning Guarantor") by delivering to the Security Agent duly completed Resignation Letter. b) The Security Agent shall accept such Resignation Letter and notify the Issuer and the Guarantors of its acceptance if: (i) the Issuer has confirmed to the Security Agent that no Event of Default under the Debt Documents entered into with one or several Secured Parties is continuing or would result from the acceptance of the Resignation Letter; and (ii) no payment is due from the Resigning Guarantor under the Guarantee. c) The resignation of any Resigning Guarantor is effective from the date on which the Security Agent confirms that the conditions for release are fulfilled at which time that Resigning Guarantor ceases to be a Guarantor and has no further rights or obligations under the Guarantee.
Sample 1
Resignation of Guarantors. 6.2.1 The Issuer may request that a Guarantor ceases to be a Guarantor by delivering a Resignation Letter to the Security Agent, provided that the resignation of such Guarantor is permitted pursuant to the Secured Finance Document. 6.2.2 Provided that the Super Senior RCF Creditors have approved the resignation of the relevant Guarantor, the Security Agent shall accept a Resignation Letter and notify the Issuer, the Super Senior RCF Agent and the New Senior Debt Agent (if any) of its acceptance if: (a) the Security Agent is satisfied that the Secured Finance Documents permit that the relevant Guarantor resigns as a Guarantor; (b) the relevant Guarantor has resigned as Borrower under the Super Senior RCF (if applicable); (c) the Issuer has confirmed that no default (however described) under any Secured Finance Document is continuing or would result from the acceptance of the Resignation Letter; (d) no demand has been made on and no payment is due from the Guarantor under this Agreement; (e) the Guarantor is under no actual or contingent obligations as a Guarantor under any Secured Finance Document; and (f) immediately following the resignation of the resigning Guarantor as a Guarantor, the Guarantor Coverage, as defined in the Terms & Conditions, is met. 6.2.3 Each resignation shall become effective upon the counter signing of the Resignation Letter by the Security Agent.
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Resignation of Guarantors. On the Restructuring Implementation Date, Ocean Rig ASA, Ocean Rig Norway AS, Ocean Rig 1 AS, Ocean Rig 2 AS and Ocean Rig North Sea AS shall automatically cease to be Guarantors under this Agreement.
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Resignation of Guarantors 
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Related to Resignation of Guarantors

  • Release of Guarantors Notwithstanding anything in Section 9.02(b) to the contrary, any Subsidiary Guarantor shall automatically be released from its obligations hereunder (and its Loan Guaranty shall be automatically released) (a) upon the consummation of any permitted transaction or series of related transactions if as a result thereof such Subsidiary Guarantor ceases to be a Restricted Subsidiary (or becomes an Excluded Subsidiary as a result of a single transaction or series of related transactions permitted hereunder; provided, that the release of any Subsidiary Guarantor from its obligations under the Loan Guaranty if such Subsidiary Guarantor becomes an Excluded Subsidiary of the type described in clause (a) of the definition thereof shall only be permitted if at the time such Guarantor becomes an Excluded Subsidiary of such type (i) no Event of Default exists, (ii) after giving pro forma effect to such release and the consummation of the transaction that causes such Person to be an Excluded Subsidiary of such type, the Borrower is deemed to have made a new Investment in such Person for purposes of Section 6.06 (as if such Person were then newly acquired) in an amount equal to the portion of the fair market value of the net assets of such Person attributable to the Borrower’s equity interest therein as reasonably estimated by the Borrower and such Investment is permitted pursuant to Section 6.06 (other than Section 6.06(f)) at such time and (iii) a Responsible Officer of the Borrower certifies to the Administrative Agent compliance with preceding clauses (i) and (ii)) and/or (b) upon the occurrence of the Termination Date. In connection with any such release, the Administrative Agent shall promptly execute and deliver to the relevant Loan Party, at such Loan Party’s expense, all documents that such Loan Party shall reasonably request to evidence termination or release; provided, that upon the request of the Administrative Agent, the Borrower shall deliver a certificate of a Responsible Officer certifying that the relevant transaction has been consummated in compliance with the terms of this Agreement. Any execution and delivery of documents pursuant to the preceding sentence of this Section 9.22 shall be without recourse to or warranty by the Administrative Agent (other than as to the Administrative Agent’s authority to execute and deliver such documents).

  • Joinder of Guarantors Each of the Guarantors hereby joins in this Amendment to evidence its consent hereto, and each Guarantor hereby reaffirms its obligations set forth in the Credit Agreement, as hereby amended, and in each Guaranty Agreement and each other Loan Document given by it in connection therewith.

  • Acknowledgment of Guarantors The Guarantors acknowledge and consent to all of the terms and conditions of this Amendment and agree that this Amendment and all documents executed in connection herewith do not operate to reduce or discharge the Guarantors’ obligations under the Credit Documents.

  • Release of Guarantor (a) In addition to the release provisions set forth in the Indenture, subject to Section 702(d), the Guarantor shall be released and relieved from all of its obligations under this Article Seven, and the Guarantee shall be terminated and be of no further force or effect, upon the request of the Company (without the consent of the Trustee) if, immediately after giving effect to such release and termination (and, if applicable, any transaction in connection therewith, including any other concurrent release, termination, repayment or discharge of any other guarantee or other Debt of the Guarantor), the Company would be in compliance with Section 504 hereof, including in the event of a sale or other disposition as a result of which the Guarantor would cease to be a Subsidiary. (b) In order to effect the release and termination provided for in Section 702(a), the Company shall furnish to the Trustee an Officers’ Certificate stating that, immediately after giving effect to such release and termination (as well as any concurrent release, termination, repayment or discharge of any other guarantee or other Debt of the Guarantor), the Company will be in compliance with Section 504 hereof. In the event that the release and termination is in connection with a sale or other disposition as a result of which the Guarantor would cease to be a Subsidiary, pro forma effect shall be given to such disposition (including the application of any proceeds therefrom) in determining the Company’s compliance with Section 504 and, accordingly, the amount of Debt subject to the Guarantee and any other Debt of the Guarantor shall be excluded from any calculation thereunder. Notwithstanding any provision to the contrary in the Indenture or this Supplemental Indenture, no opinion, report or certificate, other than the Officers’ Certificate provided for in this Section 702(b), need be furnished to the Trustee for such release and termination. After its receipt of the aforementioned Officers’ Certificate, the Trustee shall execute any documents reasonably requested by either the Company or the Guarantor in order to evidence the release of the Guarantor from its obligations under the Guarantee under this Article Seven. (c) No supplemental indenture, amendment or waiver shall, without the consent of the Holder of each Outstanding Note, release the Guarantor from any of its obligations under Section 701, other than in accordance with the provisions of this Section 702 or the other release provisions set forth in the Indenture, or amend or modify the release provisions of this Section 702. (d) Notwithstanding the release provisions of Section 702(a), the Guarantor shall not be released from its obligations under this Article Seven and the Guarantee will not be terminated if, immediately after such release and termination (and, if applicable, after giving effect to any transaction to occur concurrently therewith), the Guarantor remains a co-obligor with or a guarantor for, as applicable, the obligations of the Company under any Existing Note. SECTION 703. AMALGAMATION, CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE. (a) Unless the Guarantor has been released, or in connection with such transaction will be released, from its obligations under the Guarantee in accordance with the provisions of Section 702 hereof or any other release provision set forth in the Indenture, the Guarantor shall not amalgamate or consolidate with or merge with or into any other Person or convey, transfer, lease or otherwise dispose of its properties and assets substantially as an entirety to any Person by liquidation, winding-up or otherwise (in one transaction or a series of related transactions) unless: (i) immediately after giving effect to such transaction (and treating any Debt which becomes an obligation of the Guarantor or a Subsidiary of the Guarantor in connection with or as a result of such transaction as having been incurred at the time of such transaction), no Default or Event of Default shall have occurred and be continuing; (ii) either (x) the Guarantor shall be the continuing Person or (y) the Person (if other than the Guarantor) formed by such amalgamation or consolidation or into which the Guarantor is merged or the Person which acquires by conveyance, transfer, lease or other disposition the properties and assets of the Guarantor substantially as an entirety (the “Successor Guarantor”) shall, unless the Successor Guarantor is the Company, (A) be a corporation, company, partnership or trust organized and validly existing under the federal laws of Canada or any Province thereof or the laws of the United States of America or any State thereof or the District of Columbia and (B) expressly assume, by an indenture supplemental hereto, executed and delivered to the Trustee, in form satisfactory to the Trustee, all of the obligations of the Guarantor under the Guarantee (provided, however, that the Successor Guarantor shall not be required to execute and deliver such a supplemental indenture in the event of an amalgamation of the Guarantor with one or more other Persons, in which the amalgamation is governed by the laws of Canada or any province thereof, the Successor Guarantor and the Guarantor are, immediately prior to such amalgamation, organized and existing under the laws of Canada or any province thereof and upon the effectiveness of such amalgamation, the Successor Guarantor shall have become or shall continue to be (as the case may be), by operation of law, liable for the observance of all obligations of the Guarantor under the Guarantee); and (iii) the Guarantor, the Company or the Successor Guarantor, as applicable, shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such amalgamation, consolidation, merger, conveyance, transfer, lease or other disposition and, if a supplemental indenture is required in connection with such transaction (or series of transactions), such supplemental indenture, comply with this Section 703(a) and that all conditions precedent herein provided for relating to such transaction have been satisfied. (b) Upon any amalgamation, consolidation or merger, or any conveyance, transfer, lease or other disposition of the properties and assets of the Guarantor substantially as an entirety in accordance with Section 703(a), the Successor Guarantor shall succeed to, and be substituted for, and may exercise every right and power of, the Guarantor under this Supplemental Indenture and the Indenture with the same effect as if such Successor Guarantor had been named as the Guarantor herein; and thereafter, except in the case of a lease, the Guarantor shall be released and relieved from all of its obligations under this Article Seven, and the Guarantee shall be terminated and be of no further force or effect.

  • Reaffirmation of Guaranty The Guarantors hereby ratify and affirm all of the terms, covenants, conditions and obligations of the Guaranty and acknowledge and agree that the term “Obligations” as used in the Guaranty shall apply to all of the Obligations of Seller to Buyer under the Repurchase Agreement, as amended hereby.

  • Termination of Guaranty The obligations of any Guarantor under this Guaranty shall automatically terminate in accordance with Section 9.14 of the Credit Agreement.

  • Consent of Guarantors Each of the Guarantors shall have executed and delivered to the Agent the Consent.

  • Reaffirmation of Guaranties The Credit Parties signatory hereto hereby reaffirm their Guaranties of the Obligations, taking into account the provisions of this Amendment.

  • Appointment, Removal and Resignation of Guarantee Trustee (a) Subject to Section 3.2(b), the Guarantee Trustee may be appointed or removed without cause at any time by the Guarantor except during an Event of Default. (b) The Guarantee Trustee shall not be removed in accordance with Section 3.2(a) until a Successor Guarantee Trustee has been appointed and has accepted such appointment by written instrument executed by such Successor Guarantee Trustee and delivered to the Guarantor.

  • DURATION OF GUARANTY This Guaranty will take effect when received by Lender without the necessity of any acceptance by Lender, or any notice to Guarantor or to Borrower, and will continue in full force until all Obligations incurred, committed, or contracted before receipt by Lender of any notice of revocation shall have been fully and finally paid and satisfied and all other obligations of Guarantor under this Guaranty shall have been performed in full. If Guarantor elects to revoke this Guaranty, Guarantor may only do so in writing. Guarantor’s written notice of revocation must be delivered to Lender at the address of Lender listed below or such other place as Lender may designate in writing. This Guaranty may be revoked only with respect to the Obligations incurred or contracted by Borrower, or acquired or committed to by Lender after the date on which written notice of revocation is actually received by Lender. No notice of revocation hereof shall be effective as to any Obligations: (a) existing at the date of receipt of such notice; (b) incurred or contracted by Borrower, or acquired or committed to by Lender, prior to receipt of such notice; (c) now existing or hereafter created pursuant to or evidenced by the Loan Agreement or a commitment in existence prior to receipt of such notice under which Borrower is or may become obligated to Lender; or (d) renewals, extensions, consolidations, substitutions, and refinancings of the foregoing. Guarantor waives notice of revocation given by any other guarantor of the Obligations. If Guarantor is an individual, this Guaranty shall bind the estate of Guarantor as to Obligations created both before and after the death or incapacity of Guarantor, regardless of Lender’s actual notice of Guarantor’s death or incapacity. Subject to the foregoing, Guarantor’s executor or administrator or other legal representative may revoke this Guaranty in the same manner in which Guarantor might have revoked it and with the same effect. Release of any other guarantor of the Obligations, or termination or revocation of any other guaranty of the Obligations, shall not affect the liability of Guarantor under this Guaranty. Notwithstanding any provision to the contrary, it shall be an Event of Default under the Loan Agreement if Guarantor revokes, or disputes the validity of or liability under, this Guaranty or any of the Loan Documents. It is anticipated that fluctuations may occur in the aggregate amount of the Obligations covered by this Guaranty, and it is specifically acknowledged and agreed by Guarantor that reductions in the amount of the Obligations, even to zero dollars shall not constitute a termination of this Guaranty.

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