Termination of Guarantee. (a) This Guarantee shall terminate upon the satisfaction of the following:
(i) either
(A) all of the outstanding Senior Preferred Shares shall have been purchased and cancelled; and/or
(B) all of the outstanding Senior Preferred Shares shall have been redeemed; and
(ii) all other sums payable by the Corporation in respect of the Senior Preferred Share Obligations have been paid. The Guarantor shall notify the Security Trustee in writing that the requirements set out in Sections 4.1(a)(i) and (ii) have been satisfied and that the Guarantee has been terminated as a result thereof.
(b) This Guarantee shall terminate automatically upon the occurrence of any of the following events:
(i) the Guarantor becomes a wholly-owned subsidiary entity of an Additional Guarantor; or
(ii) the Guarantor becomes a wholly-owned subsidiary entity of BEP or Brookfield Renewable Energy L.P. The Guarantor shall notify the Security Trustee in writing of the occurrence of either of the events under this Section 4.1(b) and the termination of this Guarantee as a result thereof.
(c) All of the rights, obligations and liabilities of the Guarantor pursuant to this Guarantee shall terminate upon the conveyance, distribution or transfer (including pursuant to a reorganization, consolidation, liquidation, dissolution, sale of any collateral, winding up, merger, amalgamation, arrangement or otherwise) of all or substantially all of the Guarantor’s properties, securities and assets to the Corporation or a Person that is an Additional Guarantor immediately prior to such conveyance, distribution or transfer.
(d) Upon termination of this Guarantee the Security Trustee shall, upon request of the Guarantor, provide to the Guarantor written documentation acknowledging the termination of this Guarantee.
Termination of Guarantee. Subject to Paragraph 4, this Guarantee is irrevocable as to any and all of the Guaranteed Obligations.
Termination of Guarantee. This Guarantee shall remain in effect and will not terminate until the Liabilities have been paid in full.
Termination of Guarantee. Each Guarantee (taken individually) shall be automatically released and shall terminate upon (i) the merger of the respective Guarantor with or into any other Obligor, (ii) the consolidation of the respective Guarantor with another Obligor or (iii) the transfer of all or substantially all of the assets of the respective Guarantor to another Obligor. At the request of the Company, the Trustee will execute and deliver any documents, instructions or instruments evidencing any such release.
Termination of Guarantee. Within 60 days after final approval of the plans and execution of any documents by all parties, or upon abandonment of the conceptual plan, prior to final approval, (including abandonment due to rejection by any reviewing agency), the Village shall furnish the Developer with a statement of all such costs incurred by it with respect to such conceptual plan, certified survey map or plat. Any excess funds shall be remitted to Developer, and any costs in excess of such deposit shall be paid by the Developer. Any interest earned on said deposit shall remain the property of the Village to partially offset administrative expenses associated with planning and development.
Termination of Guarantee. The termination of the Facility Guarantee or any other guaranty of the Obligations (except for any release or termination permitted hereunder);
Termination of Guarantee. Within 60 days after occupancy permit issuance, or upon written notice of abandonment of the application or conceptual plan, prior to final approval, (including abandonment or denial due to rejection by any reviewing agency), the Village shall furnish the Developer with a statement of all such costs incurred by it with respect to such application or conceptual plan. In the case of any abandonment or denial, any excess funds shall be remitted to Developer, and, subject to the terms hereof, any costs in excess of such deposit shall be paid by the Developer. In the case of an approval, and if the development requires a written development agreement with the Village as to public infrastructure construction or any other public financial considerations, such deposit shall carry forward under the terms of the development agreement entered into between the parties. Any interest earned on said deposit shall remain the property of the Village to partially offset administrative expenses associated with planning and development.
Termination of Guarantee. Sixty (60) days after completion of review, processing, approving or administering, evidenced by resolution or ordinance of the CITY Council/Board approving, conditionally approving or rejecting the land development related activity, the CITY agrees to refund the DEVELOPER any moneys remaining in the deposit account, including any interest earned thereon; or if guarantee is made in the form of an irrevocable letter of credit, to give a written release, sufficient to terminate the guarantees of such letter less, in either case, any amounts owing for administrative costs described in PART A.
Termination of Guarantee. The Lessee Guarantor's obligations under this Guarantee shall terminate on the date upon which all Guaranteed Obligations have been paid in full, and all other Obligations shall have been fully and finally discharged.
Termination of Guarantee. (i) The Guarantee shall automatically and unconditionally be terminated on the Guarantee Termination Date. As soon as reasonably practicable after such termination (and by no later than 15 Business Days (as defined in Condition 3(b)(i) (Interest Payment Dates)) after the Guarantee Termination Date), the Guarantor or the Issuer shall provide notice of such termination to the Noteholders and Couponholders in accordance with Condition 12 (Notices). For the purposes of this Condition 2(c)(i): Guarantee Termination Date means the first date on which the aggregate amount of indebtedness for borrowed money for which the Guarantor is an obligor (as a guarantor, co-issuer or borrower) does not exceed 10 per cent. of the aggregate principal amount of indebtedness for borrowed money of the Issuer and its Subsidiaries (as defined in Condition 8 (Events of Default)), on a consolidated basis, as of such time; and the amount of the Guarantor's indebtedness for borrowed money shall not include
(A) any Notes subject to this Condition 2(c) (Termination of Guarantee), (B) any other debt the terms of which permit the termination of the Guarantor's guarantee of such debt under similar circumstances, as long as the Guarantor's obligations in respect of such other debt are terminated at substantially the same time as the Guarantee, and (C) any debt that is being refinanced at substantially the same time that the Guarantee of the Notes is being terminated, provided that any obligations of the Guarantor in respect of the debt that is incurred in the refinancing shall be included in the calculation of the Guarantor's indebtedness for borrowed money.
(ii) For the avoidance of doubt, the Notes may not be declared due and payable pursuant to Condition 8(e) (Events of Default) as a result of the Guarantee being terminated pursuant to this Condition 2(c) (Termination of Guarantee).
