Termination of Company's Obligations. (a) This Indenture shall cease to be of further effect (subject to Section 8.5) when all outstanding Securities theretofore authenticated and issued hereunder have been delivered (other than any Securities which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.7) to the Trustee for cancellation and the Company has paid all sums payable hereunder and under the Securities. (b) In addition to the provisions of Section 8.1, at the Company's option, either (i) the Company and the Subsidiary Guarantors shall be deemed to have been discharged from their obligations with respect to the Securities and the provisions of this Indenture (subject to Section 8.5) on the 91st day after the applicable conditions set forth below have been satisfied or (ii) the Company and the Subsidiary Guarantors shall cease to be under any obligation to comply with any term, provision or condition set forth in Sections 4.2, 4.3, 4.7 through 4.17, 5.1 and the last paragraph of Section 11.1 with respect to the Securities at any time after the applicable conditions set forth below have been satisfied: (1) the Company or any Subsidiary Guarantor shall have deposited or caused to be deposited irrevocably with the Trustee as trust funds in trust, specifically pledged as security for, and dedicated solely to, the benefit of the Holders (i) money, or (ii) U.S. Government Obligations, which through the payment of interest and principal in respect thereof in accordance with their terms will provide (without any reinvestment of such interest or principal), not later than one day before the due date of any payment, money or (iii) a combination of (i) and (ii), in an amount sufficient, in the opinion (with respect to (ii) and (iii)) of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee at or prior to the time of such deposit, to pay and discharge each installment of principal of and interest on the outstanding Securities on the dates such installments are due; (2) no Default or Event of Default shall have occurred and be continuing on the date of such deposit or shall occur as a result of such deposit and such deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Company or a Subsidiary Guarantor or any Subsidiary is a party or by which any of them is bound, as evidenced to the Trustee in an Officers' Certificate delivered to the Trustee concurrently with such deposit; (3) the Company shall have delivered to the Trustee an Opinion of Counsel to the effect that Holders will not recognize income, gain or loss for federal income tax purposes as a result of the Company's exercise of its option under this Section 8.1 and will be subject to federal income tax on the same amount and in the same manner and at the same time as would have been the case if such option had not been exercised, and, in the case of the Securities being discharged pursuant to clause (i) of this Section 8.1(b), accompanied by a ruling to that effect received from or published by the Internal Revenue Service (it being understood that (A) such Opinion of Counsel shall also state, if applicable, that such ruling is consistent with the conclusions reached in such Opinion of Counsel and (B) the Trustee shall be under no obligation to investigate the basis of correctness of such ruling); (4) the Company shall have delivered to the Trustee an Opinion of Counsel to the effect that the Company's exercise of its option under this Section 8.1 will not result in any of the Company, the Trustee or the trust created by the Company's deposit of funds hereunder becoming or being deemed to be an "investment company" under the Investment Company Act of 1940, as amended; (5) the Company or any Subsidiary Guarantor shall have paid or duly provided for payment of all amounts then due to the Trustee pursuant to Section 7.7; and (6) the Company shall have delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for in this Indenture relating to the satisfaction and discharge of this Indenture have been complied with. (c) The Company or any Subsidiary Guarantor may make an irrevocable deposit pursuant to this Section 8.1 only if at such time it is not prohibited from doing so under the provisions of the Subordination Agreement and the Company shall have delivered to the Trustee and any Paying Agent an Officers' Certificate to that effect.
Appears in 1 contract
Samples: Indenture (Forman Petroleum Corp)
Termination of Company's Obligations. (a) This The Company may terminate, and shall be Discharged from, all its obligations under the Securities and this Indenture (except those obligations of the Company referred to in Sections 6.07, 7.03 and 7.04, which shall cease to be of further effect (subject to Section 8.5survive) when all outstanding Securities theretofore previously authenticated and issued hereunder have been delivered (other than any Securities which shall have been mutilated, destroyed, lost or stolen and Securities which shall have been replaced or paid or Securities for whose payment money or securities have theretofore been held in trust and thereafter repaid to the Company, as provided in Section 2.77.03) have been delivered to the Trustee for cancellation and the Company has paid all sums payable hereunder and by it under the Securities.
(b) In addition to the provisions of Section 8.1addition, at the Company's option, either (i) the Company and the Subsidiary Guarantors shall be deemed to have been discharged Discharged from their its obligations with respect to the Securities and the provisions of this Indenture (subject to Section 8.5) on the 91st day after the applicable conditions set forth below have been satisfied or (ii) the Company and the Subsidiary Guarantors shall cease to be under any obligation to comply with any term, provision or condition set forth in Sections 4.23.03, 4.33.04, 4.7 through 4.173.05, 5.1 3.06, 3.07, Article 4 and Section 11.03, and, in the case of either clause (i) or (ii) above, the Lien on any Collateral securing obligations under the Securities shall be released and the last paragraph of Section 11.1 with respect to Security Agreement shall no longer secure obligations under the Securities or this Indenture, at any time after the applicable conditions set forth below have been satisfied:
(1) the Company or any Subsidiary Guarantor shall have deposited or caused to be deposited irrevocably with the Trustee as trust funds in trust, specifically pledged as security for, and dedicated solely to, the benefit of the Holders (iA) moneyUnited States Dollars in an amount, or (iiB) U.S. Government Obligations, Obligations which through the payment of interest (without consideration of any reinvestment of such interest) and principal Principal in respect thereof in accordance with their terms will provide (without any reinvestment of such interest or principal)provide, not later than one day Business Day before the due date of any payment, money in an amount, or (iiiC) a combination of (iA) and (iiB), in an amount sufficient, in the opinion (with respect to (ii) and (iii)) of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee at or prior to the time of such deposit, sufficient to pay and discharge through maturity or redemption, as the case may be, each installment of principal of Principal of, and interest on on, the outstanding Securities on the dates such installments of interest or Principal are due;
(2) no Default or Event of Default with respect to this Indenture or the Securities shall have occurred and be continuing on the date of such deposit or shall occur as a result of such deposit and such deposit (or, insofar as Section 5.01(a)(5) and Section 5.01(a)(6) of this Indenture are concerned, at any time during the period ending on the 91st day after the date of deposit, it being understood that this condition shall not be deemed satisfied until the expiration of such period) will not result in a breach or violation of, or constitute a default under, any other instrument to which the Company or a Subsidiary Guarantor or any Subsidiary is a party or by which any of them it is bound, as evidenced to the Trustee in an Officers' Certificate delivered to the Trustee concurrently with such deposit;
(3) in the event of a Discharge pursuant to this Article 7, the Company shall have delivered to the Trustee an Opinion of Counsel to the effect that Holders after the passage of 90 days after the deposit, the trust funds will not recognize income, gain or loss for federal income tax purposes as a result of the Company's exercise of its option under this Section 8.1 and will be subject to federal income tax on the same amount and in the same manner and at the same time as would have been the case if such option had not been exercised, and, in the case effect of the Securities being discharged pursuant to clause (i) of this Section 8.1(b), accompanied by a ruling to that effect received from or published by the Internal Revenue Service (it being understood that (A) such Opinion of Counsel shall also state, if applicable, that such ruling is consistent with the conclusions reached in such Opinion of Counsel and (B) the Trustee shall be under no obligation to investigate the basis of correctness of such ruling)any applicable Bankruptcy Laws;
(4) the Company shall have delivered to the Trustee an Opinion of Counsel to the effect that the Company's exercise of its option under this Section 8.1 will not result in any of the Company, the Trustee or the trust created by the Company's deposit of funds hereunder becoming or being deemed to be an "investment company" under the Investment Company Act of 1940, as amended;
(5) the Company or any Subsidiary Guarantor shall have paid or duly provided for the payment of all amounts then which are then, or which in the reasonable judgment of the Trustee may become, due to the Trustee pursuant to Section 7.76.07 hereof; and
(65) the Company shall have delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for in this Indenture herein relating to the satisfaction and discharge of this Indenture have been complied with.
(c) The Company or After any Subsidiary Guarantor may make an such irrevocable deposit and after satisfaction of all the conditions of this Section 7.01, the Trustee, upon the Company's request, shall acknowledge in writing that the Company has been Discharged or is no longer subject to the terms, provisions or conditions of the Sections of this Indenture specified in clause (b)(ii) above, as the case may be. The Trustee shall not be responsible for any calculations made by the Company in connection with the deposit of funds pursuant to clause (b)(1) of this Section 8.1 only if at such time it is not prohibited from doing so under the provisions of the Subordination Agreement and the Company shall have delivered to the Trustee and any Paying Agent an Officers' Certificate to that effect7.01.
Appears in 1 contract
Samples: Indenture (Viskase Companies Inc)
Termination of Company's Obligations. (a) This Indenture shall cease If this Section 1501 is specified, as contemplated by Section 301, to be applicable to any series of further effect Debt Securities and if the Company deposits irrevocably in trust with the Trustee money and/or Government Obligations the payments of principal and interest on which when due (subject and without reinvestment) will provide money in such amounts as will (together with any money irrevocably deposited in trust with the Trustee, without investment) be sufficient to Section 8.5pay the principal of (and premium, if any) and any installment of principal of (and premium, if any) or interest when all outstanding due on the Debt Securities theretofore authenticated of such series and issued hereunder have been delivered (other than any Securities which coupons appertaining thereto on the Stated Maturity of such principal or interest or, if such series may be redeemed by the Company prior to the Stated Maturity thereof and the Company shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.7) given irrevocable instructions to the Trustee for cancellation and the Company has paid all sums payable hereunder and under the Securities.
(b) In addition to the provisions of Section 8.1effect such redemption, at the date fixed for such redemption pursuant to Article Eleven, and any mandatory sinking fund, repayment or analogous payments thereon on the scheduled due dates therefor, the Company's optionobligations under Sections 801, either 803, 804, 1005, 1007, 1008, 1009 and 1010 and any other covenant determined pursuant to Section 301 to be subject to this Section shall terminate and Sections 501(4) (iwith respect to Sections 801, 803, 804, 1005, 1007, 1008, 1009 and 1010), 501(5), 501(6), 501(7) the Company and the Subsidiary Guarantors 501(8) (if specified as contemplated by Section 301) shall be deemed not to have been discharged from their obligations be an Event of Default, in each case with respect to the Debt Securities and of the provisions series for which such deposit was made; provided, however, that (i) no Event of this Indenture (subject to Section 8.5) on the 91st day after the applicable conditions set forth below have been satisfied or (ii) the Company and the Subsidiary Guarantors shall cease to be under any obligation to comply with any term, provision or condition set forth in Sections 4.2, 4.3, 4.7 through 4.17, 5.1 and the last paragraph of Section 11.1 Default with respect to the Debt Securities at any time after the applicable conditions set forth below have been satisfied:
(1) the Company or any Subsidiary Guarantor shall have deposited or caused to be deposited irrevocably with the Trustee as trust funds in trust, specifically pledged as security for, and dedicated solely to, the benefit of the Holders (i) money, or (ii) U.S. Government Obligations, which through the payment of interest and principal in respect thereof in accordance with their terms will provide (without any reinvestment of such interest series under Section 501(6) or principal), not later than one day before the due date 501(7) or event that with notice or lapse of any payment, money time or (iii) a combination of (i) and (ii), in both would constitute such an amount sufficient, in the opinion (with respect to (ii) and (iii)) of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee at or prior to the time of such deposit, to pay and discharge each installment of principal of and interest on the outstanding Securities on the dates such installments are due;
(2) no Default or Event of Default shall have occurred and be continuing on the date of 91st day after such deposit or shall occur as a result of such deposit and such deposit will not result in a breach or violation ofdate, or constitute a default under, any other instrument to which the Company or a Subsidiary Guarantor or any Subsidiary is a party or by which any of them is bound, as evidenced to the Trustee in an Officers' Certificate delivered to the Trustee concurrently with such deposit;
(3) the Company shall have delivered to the Trustee an Opinion of Counsel to the effect that Holders will not recognize income, gain or loss for federal income tax purposes as a result of the Company's exercise of its option under this Section 8.1 and will be subject to federal income tax on the same amount and in the same manner and at the same time as would have been the case if such option had not been exercised, and, in the case of the Securities being discharged pursuant to clause (i) of this Section 8.1(b), accompanied by a ruling to that effect received from or published by the Internal Revenue Service (it being understood that (A) such Opinion of Counsel shall also state, if applicable, that such ruling is consistent with the conclusions reached in such Opinion of Counsel and (B) the Trustee shall be under no obligation to investigate the basis of correctness of such ruling);
(4) the Company shall have delivered to the Trustee an Opinion of Counsel to the effect that the Company's exercise of its option under this Section 8.1 will not result in any of the Company, the Trustee or the trust created by the Company's deposit of funds hereunder becoming or being deemed to be an "investment company" under the Investment Company Act of 1940, as amended;
(5) the Company or any Subsidiary Guarantor shall have paid or duly provided for payment of all amounts then due to the Trustee pursuant to Section 7.7; and
(6) the Company shall have delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for in this Indenture relating to the satisfaction and discharge of this Indenture have been complied with.
(c) The Company or any Subsidiary Guarantor may make an irrevocable deposit pursuant to this Section 8.1 only if at such time it is not prohibited from doing so under the provisions of the Subordination Agreement and the Company shall have delivered to the Trustee and any Paying Agent an Officers' Certificate to that effect.76
Appears in 1 contract
Samples: Indenture (DMC Stratex Networks Inc)
Termination of Company's Obligations. (a) This Indenture shall cease If this Section 1501 is specified, as contemplated by Section 301, to be applicable to any series of further effect Debt Securities and if the Company deposits irrevocably in trust with the Trustee money and/or Government Obligations the payments of principal and interest on which when due (subject and without reinvestment) will provide money in such amounts as will (together with any money irrevocably deposited in trust with the Trustee, without investment) be sufficient to Section 8.5pay the principal of (and premium, if any) and any installment of principal of (and premium, if any) or interest when all outstanding due on the Debt Securities theretofore authenticated of such series and issued hereunder have been delivered (other than any Securities which coupons appertaining thereto on the Stated Maturity of such principal or interest or, if such series may be redeemed by the Company prior to the Stated Maturity thereof and the Company shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.7) given irrevocable instructions to the Trustee for cancellation and the Company has paid all sums payable hereunder and under the Securities.
(b) In addition to the provisions of Section 8.1effect such redemption, at the date fixed for such redemption pursuant to Article Eleven, and any mandatory sinking fund, repayment or analogous payments thereon on the scheduled due dates therefor, the Company's optionobligations under Sections 801, either 803, 804, 1005, 1007, 1008, 1009 and 1010 and any other covenant determined pursuant to Section 301 to be subject to this Section shall terminate and Sections 501(4) (iwith respect to Sections 801, 803, 804, 1005, 1007, 1008, 1009 and 1010), 501(5), 501(6), 501(7) the Company and the Subsidiary Guarantors 501(8) (if specified as contemplated by Section 301) shall be deemed not to have been discharged from their obligations be an Event of Default, in each case with respect to the Debt Securities and of the provisions series for which such deposit was made; PROVIDED, HOWEVER, that (i) no Event of this Indenture (subject to Section 8.5) on the 91st day after the applicable conditions set forth below have been satisfied or (ii) the Company and the Subsidiary Guarantors shall cease to be under any obligation to comply with any term, provision or condition set forth in Sections 4.2, 4.3, 4.7 through 4.17, 5.1 and the last paragraph of Section 11.1 Default with respect to the Debt Securities at any time after the applicable conditions set forth below have been satisfied:
(1) the Company or any Subsidiary Guarantor shall have deposited or caused to be deposited irrevocably with the Trustee as trust funds in trust, specifically pledged as security for, and dedicated solely to, the benefit of the Holders (i) money, or (ii) U.S. Government Obligations, which through the payment of interest and principal in respect thereof in accordance with their terms will provide (without any reinvestment of such interest series under Section 501(6) or principal), not later than one day before the due date 501(7) or event that with notice or lapse of any payment, money time or (iii) a combination of (i) and (ii), in both would constitute such an amount sufficient, in the opinion (with respect to (ii) and (iii)) of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee at or prior to the time of such deposit, to pay and discharge each installment of principal of and interest on the outstanding Securities on the dates such installments are due;
(2) no Default or Event of Default shall have occurred and be continuing on the date of 91st day after such deposit or shall occur as a result of such deposit and date, (ii) such deposit will not result in a breach or violation of, or constitute a default under, this Indenture or any other agreement or instrument to which the Company or a Subsidiary Guarantor or any Subsidiary is a party or by which any of them it is bound, as evidenced and (iii) such termination shall not relieve the Company of its obligations under the Debt Securities of such series and this Indenture to pay when due the principal of (and premium, if any) and interest and additional amounts on such Debt Securities if such amounts are not paid (or payment is not provided for) when due from the money and Government Obligations (and the proceeds thereof) so deposited. It shall be a condition to the deposit of cash and/or Government Obligations and the termination of the Company's obligations pursuant to the provisions of this Section with respect to the Debt Securities of any series under Sections 801, 803, 804, 1005, 1007, 1008, 1009 and 1010 and any other covenant determined pursuant to Section 301 to be subject to this Section and the inapplicability of the Events of Default contained in Sections 501(4), 501(5), 501(6), 501(7) and 501(8) to the extent set forth above pursuant to the provisions of this Section with respect to Debt Securities of any series that the Company deliver to the Trustee in (i) an Officers' Certificate delivered to the Trustee concurrently with such deposit;
(3) the Company shall have delivered to the Trustee an Opinion of Counsel to the effect that Holders will not recognize incomeunder the laws in effect on the date such money and/or Government Obligations are deposited with the Trustee, gain or loss for federal income tax purposes as a result of the Company's exercise of its option under this Section 8.1 and amount thereof will be subject to federal income tax on the same amount and in the same manner and at the same time as would have been the case if such option had not been exercisedsufficient, and, in the case of the Securities being discharged pursuant to clause (i) of this Section 8.1(b), accompanied by a ruling to that effect received from or published by the Internal Revenue Service (it being understood that (A) such Opinion of Counsel shall also state, if applicable, that such ruling is consistent with the conclusions reached in such Opinion of Counsel and (B) the Trustee shall be under no obligation to investigate the basis of correctness of such ruling);
(4) the Company shall have delivered to the Trustee an Opinion of Counsel to the effect that the Company's exercise of its option under this Section 8.1 will not result in any of the Company, the Trustee or the trust created by the Company's deposit of funds hereunder becoming or being deemed to be an "investment company" under the Investment Company Act of 1940, as amended;
(5) the Company or any Subsidiary Guarantor shall have paid or duly provided for after payment of all amounts then Federal, state and local taxes in respect thereof payable by the Trustee, to pay principal (and premium, if any) and interest when due to on the Trustee pursuant to Section 7.7Debt Securities of such series; and
and (6ii) the Company shall have delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for in this Indenture relating to the satisfaction and discharge of defeasance contemplated in this Indenture Section have been complied with.
(c) The Company or . It shall be an additional condition to the deposit of cash and/or Government Obligations and the termination of the Company's obligations pursuant to the provisions of this Section under Sections 801, 803, 804, 1005, 1007, 1008, 1009 and 1010 and any Subsidiary Guarantor may make an irrevocable deposit other covenant determined pursuant to Section 301 to be subject to this Section 8.1 only if at such time it is not prohibited from doing so under and the inapplicability of the Events of Default contained in Section 501(4), 501(5), 501(6), 501(7) and 501(8) to the extent set forth above pursuant to the provisions of this Section, with respect to the Subordination Agreement Debt Securities of any series then listed on the New York Stock Exchange, that the Company deliver an Opinion of Counsel that the Debt Securities of such series will not be delisted from the New York Stock Exchange as a result of such deposit and termination. After a deposit as provided herein, the Trustee shall, upon Company Request, acknowledge in writing the discharge of the Company's obligations pursuant to the provisions of this Section with respect to the Debt Securities of such series under Sections 801, 803, 804, 1005, 1007, 1008, 1009 and 1010 and any other covenant determined pursuant to Section 301 to be subject to this Section and the Company shall have delivered inapplicability of the Events of Default contained in Sections 501(4), 501(5), 501(6), 501(7) and 501(8) to the Trustee and any Paying Agent an Officers' Certificate to that effectextent set forth above.
Appears in 1 contract
Termination of Company's Obligations. (a) This Indenture shall cease to be of further effect (subject to Section 8.58.05) when all outstanding Securities theretofore authenticated and issued hereunder have been delivered (other than any Securities which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.72.07) to the Trustee for cancellation and the Company has or the Subsidiary Guarantors have paid all sums payable hereunder and under the Securities.
(b) In addition to the provisions of Section 8.18.01(a), at the Company's option, either (i) the Company and the all Subsidiary Guarantors shall be deemed to have been discharged from their respective obligations with respect to the Securities and the provisions of this Indenture (subject to Section 8.58.05) on the 91st day after the applicable conditions set forth below have been satisfied or (ii) the Company and the all Subsidiary Guarantors shall cease to be under any obligation to comply with any term, provision or condition set forth in Sections 4.24.02, 4.34.03, 4.7 4.0 through 4.17, 5.1 4.16 and the last paragraph of Section 11.1 5.01 and Articles Ten and Eleven with respect to the Securities at any time after the applicable conditions set forth below have been satisfied:
(1) the Company or any Subsidiary Guarantor shall have deposited or caused to be deposited irrevocably with the Trustee as trust funds in trust, specifically pledged as security for, and dedicated solely to, the benefit of the Holders (i) money, U.S. Legal Tender or (ii) U.S. Government Obligations, which through the payment of interest and principal in respect thereof in accordance with their terms will provide (without any reinvestment of such interest or principal), not later than one day before the due date of any payment, money U.S. Legal Tender or (iii) a combination of (i) and (ii), in an amount sufficient, in the opinion (with respect -43- 50 to (ii) and (iii)) of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee at or prior to the time of such deposit, to pay and discharge each installment of principal of of, premium, if any, and interest on the outstanding Securities on the dates such installments are due;
(2) the Company shall have delivered to the Trustee an Officers' Certificate certifying as to whether the Securities are then listed on a national securities exchange;
(3) if the Securities are then listed on a national securities exchange, the Company shall have delivered to the Trustee an Officers' Certificate to the effect that the Company's exercise of its option under this Section 8.01 would not cause the Securities to be delisted;
(4) no Default or Event of Default shall have occurred and be continuing on the date of such deposit or shall occur as a result of such deposit and such deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Company or a Subsidiary Guarantor or any Subsidiary is a party or by which any of them is bound, as evidenced to the Trustee in an Officers' Certificate delivered to the Trustee concurrently with such deposit;
(35) the Company shall have delivered to the Trustee an Opinion of Counsel to the effect that Holders will not recognize income, gain or loss for federal income tax purposes as a result of the Company's exercise of its option under this Section 8.1 8.01 and will be subject to federal income tax on the same amount and in the same manner and at the same time as would have been the case if such option had not been exercised, and, in the case of the Securities being discharged pursuant to clause (i) of this Section 8.1(b)discharged, accompanied by a ruling to that effect received from or published by the Internal Revenue Service (it being understood that (A) such Opinion of Counsel shall also state, if applicable, state that such ruling is consistent with the conclusions reached in such Opinion of Counsel and (B) the Trustee shall be under no obligation to investigate the basis of correctness of such ruling);
(46) the Company shall have delivered to the Trustee an Opinion of Counsel to the effect that the Company's exercise of its option under this Section 8.1 8.01 will not result in any of the Company, the Trustee or the trust created by the Company's deposit of funds hereunder becoming or being deemed to be an "investment company" under the Investment Company Act of 1940, as amended;
(57) the Company or any Subsidiary Guarantor shall have paid or duly provided for payment of all amounts then due to the Trustee pursuant to Section 7.77.07; and
(6) 8) the Company shall have delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for in this Indenture Section 8.01 relating to the satisfaction and discharge of this Indenture have been complied with.
(c) The Company or any Subsidiary Guarantor may make an irrevocable deposit pursuant to this Section 8.1 only if at such time it is not prohibited from doing so under the provisions of the Subordination Agreement and the Company shall have delivered to the Trustee and any Paying Agent an Officers' Certificate to that effect.
Appears in 1 contract
Samples: Indenture (Giant Industries Inc)
Termination of Company's Obligations. (a) This Indenture shall cease If this Section 1501 is specified, as contemplated by Section 301, to be applicable to any series of further effect Debt Securities and if the Company deposits irrevocably in trust with the Trustee money and/or Government Obligations the payments of principal and interest on which when due (subject and without reinvestment) will provide money in such amounts as will (together with any money irrevocably deposited in trust with the Trustee, without investment) be sufficient to Section 8.5pay the principal of (and premium, if any) and any installment of principal of (and premium, if any) or interest when all outstanding due on the Debt Securities theretofore authenticated of such series and issued hereunder have been delivered (other than any Securities which coupons appertaining thereto on the Stated Maturity of such principal or interest or, if such series may be redeemed by the Company prior to the Stated Maturity thereof and the Company shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.7) given irrevocable instructions to the Trustee for cancellation and the Company has paid all sums payable hereunder and under the Securities.
(b) In addition to the provisions of Section 8.1effect such redemption, at the date fixed for such redemption pursuant to Article Eleven, and any mandatory sinking fund, repayment or analogous payments thereon on the scheduled due dates therefor, the Company's optionobligations under Sections 801, either 803, 1005, 1007, 1008, 1009 and 1010 and any other covenant determined pursuant to Section 301 to be subject to this Section shall terminate and Sections 501(4) (iwith respect to Sections 801, 803, 1005, 1007, 1008, 1009 and 1010), 501(5), 501(6), 501(7) the Company and the Subsidiary Guarantors 501(8) (if specified as contemplated by Section 301) shall be deemed not to have been discharged from their obligations be an Event of Default, in each case with respect to the Debt Securities and of the provisions series for which such deposit was made; provided, however, that (i) no Event of this Indenture (subject to Section 8.5) on the 91st day after the applicable conditions set forth below have been satisfied or (ii) the Company and the Subsidiary Guarantors shall cease to be under any obligation to comply with any term, provision or condition set forth in Sections 4.2, 4.3, 4.7 through 4.17, 5.1 and the last paragraph of Section 11.1 Default with respect to the Debt Securities at any time after the applicable conditions set forth below have been satisfied:
(1) the Company or any Subsidiary Guarantor shall have deposited or caused to be deposited irrevocably with the Trustee as trust funds in trust, specifically pledged as security for, and dedicated solely to, the benefit of the Holders (i) money, or (ii) U.S. Government Obligations, which through the payment of interest and principal in respect thereof in accordance with their terms will provide (without any reinvestment of such interest series under Section 501(6) or principal), not later than one day before the due date 501(7) or event that with notice or lapse of any payment, money time or (iii) a combination of (i) and (ii), in both would constitute such an amount sufficient, in the opinion (with respect to (ii) and (iii)) of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee at or prior to the time of such deposit, to pay and discharge each installment of principal of and interest on the outstanding Securities on the dates such installments are due;
(2) no Default or Event of Default shall have occurred and be continuing on the date of 91st day after such deposit or shall occur as a result of such deposit and date, (ii) such deposit will not result in a breach or violation of, or constitute a default under, this Indenture or any other agreement or instrument to which the Company or a Subsidiary Guarantor or any Subsidiary is a party or by which any of them it is bound, as evidenced and (iii) such termination shall not relieve the Company of its obligations under the Debt Securities of such series and this Indenture to pay when due the principal of (and premium, if any) and interest and additional amounts on such Debt Securities if such amounts are not paid (or payment is not provided for) when due from the money and Government Obligations (and the proceeds thereof) so deposited. It shall be a condition to the deposit of cash and/or Government Obligations and the termination of the Company's obligations pursuant to the provisions of this Section with respect to the Debt Securities of any series under Sections 801, 803, 1005, 1007, 1008, 1009 and 1010 and any other covenant determined pursuant to Section 301 to be subject to this Section and the inapplicability of the Events of Default contained in Sections 501(4), 501(5), 501(6), 501(7) and 501(8) to the extent set forth above pursuant to the provisions of this Section with respect to Debt Securities of any series that the Company deliver to the Trustee in (i) an Officers' Certificate delivered to the Trustee concurrently with such deposit;
(3) the Company shall have delivered to the Trustee an Opinion of Counsel to the effect that Holders will not recognize incomeunder the laws in effect on the date such money and/or Government Obligations are deposited with the Trustee, gain or loss for federal income tax purposes as a result of the Company's exercise of its option under this Section 8.1 and amount thereof will be subject to federal income tax on the same amount and in the same manner and at the same time as would have been the case if such option had not been exercisedsufficient, and, in the case of the Securities being discharged pursuant to clause (i) of this Section 8.1(b), accompanied by a ruling to that effect received from or published by the Internal Revenue Service (it being understood that (A) such Opinion of Counsel shall also state, if applicable, that such ruling is consistent with the conclusions reached in such Opinion of Counsel and (B) the Trustee shall be under no obligation to investigate the basis of correctness of such ruling);
(4) the Company shall have delivered to the Trustee an Opinion of Counsel to the effect that the Company's exercise of its option under this Section 8.1 will not result in any of the Company, the Trustee or the trust created by the Company's deposit of funds hereunder becoming or being deemed to be an "investment company" under the Investment Company Act of 1940, as amended;
(5) the Company or any Subsidiary Guarantor shall have paid or duly provided for after payment of all amounts then Federal, state and local taxes in respect thereof payable by the Trustee, to pay principal (and premium, if any) and interest when due to on the Trustee pursuant to Section 7.7Debt Securities of such series; and
and (6ii) the Company shall have delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for in this Indenture relating to the satisfaction and discharge of defeasance contemplated in this Indenture Section have been complied with.
(c) The Company or . It shall be an additional condition to the deposit of cash and/or Government Obligations and the termination of the Company's obligations pursuant to the provisions of this Section under Sections 801, 803, 1005, 1007, 1008, 1009 and 1010 and any Subsidiary Guarantor may make an irrevocable deposit other covenant determined pursuant to Section 301 to be subject to this Section 8.1 only if at such time it is not prohibited from doing so under and the inapplicability of the Events of Default contained in Section 501(4), 501(5), 501(6), 501(7) and 501(8) to the extent set forth above pursuant to the provisions of this Section, with respect to the Subordination Agreement and Debt Securities of any series then listed on the New York Stock Exchange, that the Company shall have delivered to deliver an Opinion of Counsel that the Trustee Debt Securities of such series will not be delisted from the New York Stock Exchange as a result of such deposit and any Paying Agent an Officers' Certificate to that effecttermination.
Appears in 1 contract
Samples: Indenture (Fuller H B Co)
Termination of Company's Obligations. (a) This Indenture shall cease If this Section 1501 is specified, as contemplated by Section 301, to be applicable to any series of further effect Debt Securities and if the Company deposits irrevocably in trust with the Trustee money and/or Government Obligations the payments of principal and interest on which when due (subject and without reinvestment) will provide money in such amounts as will (together with any money irrevocably deposited in trust with the Trustee, without investment) be sufficient to Section 8.5pay the principal of (and premium, if any) and any installment of principal of (and premium, if any) or interest when all outstanding due on the Debt Securities theretofore authenticated of such series and issued hereunder have been delivered (other than any Securities which coupons appertaining thereto on the Stated Maturity of such principal or interest or, if such series may be redeemed by the Company prior to the Stated Maturity thereof and the Company shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.7) given irrevocable instructions to the Trustee for cancellation and the Company has paid all sums payable hereunder and under the Securities.
(b) In addition to the provisions of Section 8.1effect such redemption, at the date fixed for such redemption pursuant to Article Eleven, and any mandatory sinking fund, repayment or analogous payments thereon on the scheduled due dates therefor, the Company's optionobligations under Sections 801, either 803, 804, 1005, 1007, 1008, 1009 and 1010 and any other covenant determined pursuant to Section 301 to be subject to this Section shall terminate and Sections 501(4) (iwith respect to Sections 801, 803, 804, 1005, 1007, 1008, 1009 and 1010), 501(5), 501(6), 501(7) the Company and the Subsidiary Guarantors 501(8) (if specified as contemplated by Section 301) shall be deemed not to have been discharged from their obligations be an Event of Default, in each case with respect to the Debt Securities and of the provisions series for which such deposit was made; provided, however, that (i) no Event of this Indenture (subject to Section 8.5) on the 91st day after the applicable conditions set forth below have been satisfied or (ii) the Company and the Subsidiary Guarantors shall cease to be under any obligation to comply with any term, provision or condition set forth in Sections 4.2, 4.3, 4.7 through 4.17, 5.1 and the last paragraph of Section 11.1 Default with respect to the Debt Securities at any time after the applicable conditions set forth below have been satisfied:
(1) the Company or any Subsidiary Guarantor shall have deposited or caused to be deposited irrevocably with the Trustee as trust funds in trust, specifically pledged as security for, and dedicated solely to, the benefit of the Holders (i) money, or (ii) U.S. Government Obligations, which through the payment of interest and principal in respect thereof in accordance with their terms will provide (without any reinvestment of such interest series under Section 501(6) or principal), not later than one day before the due date 501(7) or event that with notice or lapse of any payment, money time or (iii) a combination of (i) and (ii), in both would constitute such an amount sufficient, in the opinion (with respect to (ii) and (iii)) of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee at or prior to the time of such deposit, to pay and discharge each installment of principal of and interest on the outstanding Securities on the dates such installments are due;
(2) no Default or Event of Default shall have occurred and be continuing on the date of 91st day after such deposit or shall occur as a result of such deposit and date, (ii) such deposit will not result in a breach or violation of, or constitute a default under, this Indenture or any other agreement or instrument to which the Company or a Subsidiary Guarantor or any Subsidiary is a party or by which any of them it is bound, as evidenced and (iii) such termination shall not relieve the Company of its obligations under the Debt Securities of such series and this Indenture to pay when due the principal of (and premium, if any) and interest and additional amounts on such Debt Securities if such amounts are not paid (or payment is not provided for) when due from the money and Government Obligations (and the proceeds thereof) so deposited. It shall be a condition to the deposit of cash and/or Government Obligations and the termination of the Company's obligations pursuant to the provisions of this Section with respect to the Debt Securities of any series under Sections 801, 803, 804, 1005, 1007, 1008, 1009 and 1010 and any other covenant determined pursuant to Section 301 to be subject to this Section and the inapplicability of the Events of Default contained in Sections 501(4), 501(5), 501(6), 501(7) and 501(8) to the extent set forth above pursuant to the provisions of this Section with respect to Debt Securities of any series that the Company deliver to the Trustee in (i) an Officers' Certificate delivered to the Trustee concurrently with such deposit;
(3) the Company shall have delivered to the Trustee an Opinion of Counsel to the effect that Holders will not recognize incomeunder the laws in effect on the date such money and/or Government Obligations are deposited with the Trustee, gain or loss for federal income tax purposes as a result of the Company's exercise of its option under this Section 8.1 and amount thereof will be subject to federal income tax on the same amount and in the same manner and at the same time as would have been the case if such option had not been exercisedsufficient, and, in the case of the Securities being discharged pursuant to clause (i) of this Section 8.1(b), accompanied by a ruling to that effect received from or published by the Internal Revenue Service (it being understood that (A) such Opinion of Counsel shall also state, if applicable, that such ruling is consistent with the conclusions reached in such Opinion of Counsel and (B) the Trustee shall be under no obligation to investigate the basis of correctness of such ruling);
(4) the Company shall have delivered to the Trustee an Opinion of Counsel to the effect that the Company's exercise of its option under this Section 8.1 will not result in any of the Company, the Trustee or the trust created by the Company's deposit of funds hereunder becoming or being deemed to be an "investment company" under the Investment Company Act of 1940, as amended;
(5) the Company or any Subsidiary Guarantor shall have paid or duly provided for after payment of all amounts then Federal, state and local taxes in respect thereof payable by the Trustee, to pay principal (and premium, if any) and interest when due to on the Trustee pursuant to Section 7.7Debt Securities of such series; and
and (6ii) the Company shall have delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for in this Indenture relating to the satisfaction and discharge of defeasance contemplated in this Indenture Section have been complied with.
(c) The Company or . It shall be an additional condition to the deposit of cash and/or Government Obligations and the termination of the Company's obligations pursuant to the provisions of this Section under Sections 801, 803, 804, 1005, 1007, 1008, 1009 and 1010 and any Subsidiary Guarantor may make an irrevocable deposit other covenant determined pursuant to Section 301 to be subject to this Section 8.1 only if at such time it is not prohibited from doing so under and the inapplicability of the Events of Default contained in Section 501(4), 501(5), 501(6), 501(7) and 501(8) to the extent set forth above pursuant to the provisions of this Section, with respect to the Subordination Agreement Debt Securities of any series then listed on the New York Stock Exchange, that the Company deliver an Opinion of Counsel that the Debt Securities of such series will not be delisted from the New York Stock Exchange as a result of such deposit and termination. After a deposit as provided herein, the Trustee shall, upon Company Request, acknowledge in writing the discharge of the Company's obligations pursuant to the provisions of this Section with respect to the Debt Securities of such series under Sections 801, 803, 804, 1005, 1007, 1008, 1009 and 1010 and any other covenant determined pursuant to Section 301 to be subject to this Section and the Company shall have delivered inapplicability of the Events of Default contained in Sections 501(4), 501(5), 501(6), 501(7) and 501(8) to the Trustee and any Paying Agent an Officers' Certificate to that effectextent set forth above.
Appears in 1 contract
Samples: Indenture (Dayton Hudson Corp)
Termination of Company's Obligations. The Company may terminate all of its obligations under the Securities and this Indenture if:
(a) This Indenture shall cease to be of further effect (subject to Section 8.5) when all outstanding Securities theretofore previously authenticated and issued hereunder have been delivered (other than any Securities which shall have been destroyed, lost or stolen and wrongfully taken Securities which shall have been replaced or paid or Securities for whose payment money has theretofore been deposited with the Trustee or a Paying Agent by the Company and thereafter repaid to the Company, as provided in Section 2.78.03) have been delivered to the Trustee for cancellation and the Company has paid all sums payable hereunder and under the Securities.by it hereunder; or
(b) In addition all such Securities that have not been delivered to the provisions of Section 8.1, at the Company's option, either (i) the Company and the Subsidiary Guarantors shall be deemed to have been discharged from their obligations with respect to the Securities and the provisions of this Indenture (subject to Section 8.5) on the 91st day after the applicable conditions set forth below have been satisfied or (ii) the Company and the Subsidiary Guarantors shall cease to be under any obligation to comply with any term, provision or condition set forth in Sections 4.2, 4.3, 4.7 through 4.17, 5.1 and the last paragraph of Section 11.1 with respect to the Securities at any time after the applicable conditions set forth below have been satisfied:
Trustee for cancellation (1) have become due and payable or (2) will mature within one year or are to be repurchased on a Change of Control Payment Date within 30 days, and the Company or any Subsidiary Guarantor shall have has irrevocably deposited or caused to be deposited irrevocably with the Trustee as trust funds in trust, specifically pledged as security for, and dedicated trust solely to, for the benefit of the Holders (i) money, immediately available funds sufficient or (ii) U.S. Government Obligations, Obligations which through the payment of the principal of and interest and principal in respect thereof in accordance with their terms thereon will provide (without any reinvestment of such interest be sufficient or principal), not later than one day before the due date of any payment, money or (iii) a combination of (i) and (ii), in an amount thereof sufficient, in the written opinion (with respect to (ii) and (iii)) of a firm of nationally recognized firm of independent public accountants expressed in a written certification thereof accounts delivered to the Trustee at or prior to the time of such depositin case U.S. Government Obligations have been so deposited, to pay and discharge each installment of principal of and interest on the outstanding Securities on the dates such installments are due;
(2) no Default to maturity or Event of Default shall have occurred and be continuing on the date of such deposit or shall occur as a result of such deposit and such deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Company or a Subsidiary Guarantor or any Subsidiary is a party or by which any of them is boundrepurchase, as evidenced to the Trustee in an Officers' Certificate delivered to the Trustee concurrently with such deposit;
(3) the Company shall have delivered to the Trustee an Opinion of Counsel to the effect that Holders will not recognize incomecase may be. However, gain or loss for federal income tax purposes as a result of the Company's exercise of its option under this obligations in Sections 2.03, 2.04, 2.05, 2.06, 2.07, 4.01, 4.04, 7.07 and 7.08 shall survive until the Securities are no longer outstanding. Thereafter the Company's obligations in Section 8.1 and will be subject to federal income tax on the same amount and in the same manner and at the same time as would have been the case if such option had not been exercised, and7.07 shall survive. Upon receipt, in the case of the Securities being discharged pursuant to clause (ia) of or (b) above in this Section 8.1(b)8.01, accompanied by a ruling to that effect received from or published by the Internal Revenue Service (it being understood that (A) such Opinion Trustee of Counsel shall also state, if applicable, that such ruling is consistent with the conclusions reached in such Opinion of Counsel and (B) the Trustee shall be under no obligation to investigate the basis of correctness of such ruling);
(4) the Company shall have delivered to the Trustee an Opinion of Counsel to the effect that the Company's exercise of its option under this Section 8.1 will not result in any of the Company, the Trustee or the trust created by the Company's deposit of funds hereunder becoming or being deemed to be an "investment company" under the Investment Company Act of 1940, as amended;
(5) the Company or any Subsidiary Guarantor shall have paid or duly provided for payment of all amounts then due to the Trustee pursuant to Section 7.7; and
(6) the Company shall have delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for in this Indenture relating to the satisfaction and discharge of this Indenture have been complied with.
(c) The , the Trustee upon request of the Company or any Subsidiary Guarantor may make executed by an irrevocable deposit pursuant to this Section 8.1 only if Officer shall, at such time it is not prohibited from doing so the expense of the Company, acknowledge in writing the discharge of the Company's obligations under the provisions of Securities and this Indenture except for those surviving obligations specified above. In order to have money available on a payment date to pay principal or interest on the Subordination Agreement and Securities, the Company U.S. Government Obligations shall have delivered be payable as to principal or interest on or before such payment date in such amounts as will provide the Trustee and any Paying Agent an Officers' Certificate to that effectnecessary money. U.S. Government Obligations shall not be callable at the issuer's option.
Appears in 1 contract
Samples: Indenture (Leucadia National Corp)
Termination of Company's Obligations. (a) This The Company may terminate, and shall be Discharged from, all its obligations under the Securities and this Indenture (except those obligations of the Company referred to in Sections 6.07, 7.03 and 7.04, which shall cease to be of further effect (subject to Section 8.5survive) when all outstanding Securities theretofore previously authenticated and issued hereunder have been delivered (other than any Securities which shall have been mutilated, destroyed, lost or stolen and Securities which shall have been replaced or paid or Securities for whose payment money or securities have theretofore been held in trust and thereafter repaid to the Company, as provided in Section 2.77.03) have been delivered to the Trustee for cancellation and the Company has paid all sums payable hereunder and by it under the Securities.
(b) In addition to the provisions of Section 8.1addition, at the Company's option, either (i) the Company and the Subsidiary Guarantors shall be deemed to have been discharged Discharged from their its obligations with respect to the Securities and the provisions of this Indenture (subject to Section 8.5) on the 91st day after the applicable conditions set forth below have been satisfied or (ii) the Company and the Subsidiary Guarantors shall cease to be under any obligation to comply with any term, provision or condition set forth in Sections 4.23.03, 4.33.04, 4.7 through 4.173.05, 5.1 3.06, 3.07, Article 4 and Section 11.03, and, in the case of either clause (i) or (ii) above, the Lien on any Collateral securing obligations under the Securities shall be released and the last paragraph of Section 11.1 with respect to Security Agreement shall no longer secure obligations under the Securities or this Indenture, at any time after the applicable conditions set forth below have been satisfied:
(1) the Company or any Subsidiary Guarantor shall have deposited or caused to be deposited irrevocably with the Trustee as trust funds in trust, specifically pledged as security for, and dedicated solely to, the benefit of the Holders (iA) moneyUnited States Dollars in an amount, or (iiB) U.S. Government Obligations, Obligations which through the payment of interest (without consideration of any reinvestment of such interest) and principal Principal in respect thereof in accordance with their terms will provide (without any reinvestment of such interest or principal)provide, not later than one day Business Day before the due date of any payment, money in an amount, or (iiiC) a combination of (iA) and (iiB), in an amount sufficient, in the opinion (with respect to (ii) and (iii)) of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee at or prior to the time of such deposit, sufficient to pay and discharge through maturity or redemption, as the case may be, each installment of principal of Principal of, and interest on on, the outstanding Securities on the dates such installments of interest or Principal are due;
(2) no Default or Event of Default with respect to this Indenture or the Securities shall have occurred and be continuing on the date of such deposit or shall occur as a result of such deposit and such deposit (or, insofar as Section 5.01(a)(5) and Section 5.01(a)(6) of this Indenture are concerned, at any time during the period ending on the 91st day after the date of deposit, it being understood that this condition shall not be deemed satisfied until the expiration of such period) will not result in a breach or violation of, or constitute a default under, any other instrument to which the Company or a Subsidiary Guarantor or any Subsidiary is a party or by which any of them it is bound, as evidenced to the Trustee in an Officers' Certificate delivered to the Trustee concurrently with such deposit;
(3) in the event of a Discharge pursuant to this Article 7, the Company shall have delivered to the Trustee an Opinion of Counsel to the effect that Holders after the passage of days after the deposit, the trust funds will not recognize income, gain or loss for federal income tax purposes as a result of the Company's exercise of its option under this Section 8.1 and will be subject to federal income tax on the same amount and in the same manner and at the same time as would have been the case if such option had not been exercised, and, in the case effect of the Securities being discharged pursuant to clause (i) of this Section 8.1(b), accompanied by a ruling to that effect received from or published by the Internal Revenue Service (it being understood that (A) such Opinion of Counsel shall also state, if applicable, that such ruling is consistent with the conclusions reached in such Opinion of Counsel and (B) the Trustee shall be under no obligation to investigate the basis of correctness of such ruling)any applicable Bankruptcy Laws;
(4) the Company shall have delivered to the Trustee an Opinion of Counsel to the effect that the Company's exercise of its option under this Section 8.1 will not result in any of the Company, the Trustee or the trust created by the Company's deposit of funds hereunder becoming or being deemed to be an "investment company" under the Investment Company Act of 1940, as amended;
(5) the Company or any Subsidiary Guarantor shall have paid or duly provided for the payment of all amounts then which are then, or which in the reasonable judgment of the Trustee may become, due to the Trustee pursuant to Section 7.76.07 hereof; and
(65) the Company shall have delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for in this Indenture herein relating to the satisfaction and discharge of this Indenture have been complied with.
(c) The Company or After any Subsidiary Guarantor may make an such irrevocable deposit and after satisfaction of all the conditions of this Section 7.01, the Trustee, upon the Company's request, shall acknowledge in writing that the Company has been Discharged or is no longer subject to the terms, provisions or conditions of the Sections of this Indenture specified in clause (b)(ii) above, as the case may be. The Trustee shall not be responsible for any calculations made by the Company in connection with the deposit of funds pursuant to clause (b)(1) of this Section 8.1 only if at such time it is not prohibited from doing so under the provisions of the Subordination Agreement and the Company shall have delivered to the Trustee and any Paying Agent an Officers' Certificate to that effect7.01.
Appears in 1 contract
Samples: Indenture (Viskase Companies Inc)
Termination of Company's Obligations. (a) This All of the Company's obligations under the Bonds and this Indenture shall cease to be of further effect (subject to Section 8.5) when terminated if all outstanding Securities theretofore Bonds previously authenticated and issued hereunder have been delivered (other than any Securities which shall have been destroyed, lost or stolen and Bonds which shall have been replaced or paid as provided in Section 2.7paid) have been delivered to the Trustee for cancellation or if:
(a) The Company has irrevocably deposited in trust with the Trustee immediately available funds or direct non-callable obligations of, or non-callable obligations guaranteed by, the United States of America for the payment of which guarantee or obligation the full faith and credit of the United States is pledged, sufficient to pay Principal of the outstanding Bonds to maturity or redemption, as the case may be. Immediately after making the deposit, the Company has paid all sums payable hereunder or the Trustee on behalf of the Company shall give notice of such event to the Bond Holders and under shall provide the Securities.Trustee with an Officers' Certificate certifying that such deposit is sufficient to pay the Principal of the Bonds to maturity or redemption, as the case may be; and
(b) In addition to the provisions of Section 8.1, at the Company's option, either (i) the The Company and the Subsidiary Guarantors shall be deemed to have been discharged from their obligations with respect to the Securities and the provisions of this Indenture (subject to Section 8.5) on the 91st day after the applicable conditions set forth below have been satisfied or (ii) the Company and the Subsidiary Guarantors shall cease to be under any obligation to comply with any term, provision or condition set forth in Sections 4.2, 4.3, 4.7 through 4.17, 5.1 and the last paragraph of Section 11.1 with respect to the Securities at any time after the applicable conditions set forth below have been satisfied:
(1) the Company or any Subsidiary Guarantor shall have deposited has paid or caused to be deposited irrevocably with paid all sums then payable by the Trustee as trust funds in trust, specifically pledged as security for, and dedicated solely to, the benefit of the Holders (i) money, or (ii) U.S. Government Obligations, which through the payment of interest and principal in respect thereof in accordance with their terms will provide (without any reinvestment of such interest or principal), not later than one day before the due date of any payment, money or (iii) a combination of (i) and (ii), in an amount sufficient, in the opinion (with respect to (ii) and (iii)) of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered Company to the Trustee at or prior to hereunder as of the time date of such deposit, to pay and discharge each installment of principal of and interest on including any amounts incurred by the outstanding Securities on the dates such installments are due;
(2) no Default or Event of Default shall have occurred and be continuing on the date of such deposit or shall occur Trustee as a result of such deposit and such deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Company or a Subsidiary Guarantor or any Subsidiary is a party or by which any of them is bound, as evidenced to the Trustee in an Officers' Certificate delivered to the Trustee concurrently with such deposit;
(3) the Company shall have delivered to the Trustee an Opinion of Counsel to the effect that Holders will not recognize income, gain or loss for federal income tax purposes as a result of the Company's exercise of its option action under this Section 8.1 and will be subject to federal income tax on the same amount and in the same manner and at the same time as would have been the case if such option had not been exercised, and, in the case of the Securities being discharged pursuant to clause (i) of this Section 8.1(b), accompanied by a ruling to that effect received from or published by the Internal Revenue Service (it being understood that (A) such Opinion of Counsel shall also state, if applicable, that such ruling is consistent with the conclusions reached in such Opinion of Counsel and (B) the Trustee shall be under no obligation to investigate the basis of correctness of such ruling);
(4) the Company shall have delivered to the Trustee an Opinion of Counsel to the effect that the Company's exercise of its option under this Section 8.1 will not result in any of the Company, the Trustee or the trust created by the Company's deposit of funds hereunder becoming or being deemed to be an "investment company" under the Investment Company Act of 1940, as amended;
(5) the Company or any Subsidiary Guarantor shall have paid or duly provided for payment of all amounts then due to the Trustee pursuant to Section 7.7Article Nine; and
(6c) the The Company shall have has delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for in this Indenture relating to the satisfaction and discharge of this Indenture herein have been complied with.
(c) . The Company or any Subsidiary Guarantor may make an irrevocable Company's obligations in Sections 2.03, 2.04, 2.05, 2.06, 2.07, 5.01, 8.06, 8.07 and 9.03, however, shall survive until the Bonds are no longer outstanding. Thereafter, the Company's obligations in Sections 8.06 and 9.03 shall survive. After a deposit pursuant to this Section 8.1 only if at such time it is not prohibited from doing so 9.01, the Trustee upon request shall acknowledge in writing the discharge of the Company's obligations under the provisions of the Subordination Agreement Bonds and the Company shall have delivered to the Trustee and any Paying Agent an Officers' Certificate to that effectthis Indenture except for those surviving obligations specified above.
Appears in 1 contract
Samples: Indenture of Trust (Rotary Power International Inc)
