Release of Guarantee. This Guarantee shall be released in accordance with Section 10.2 of the Indenture.
Release of Guarantee. The Note Guarantees hereunder may be released in accordance with Section 10.2 of the Indenture.
Release of Guarantee. Notwithstanding anything in this Article XV to the contrary, concurrently with the payment in full of the principal of, premium, if any, and interest on Securities of a series, every Guarantor shall be released from and relieved of its obligations under this Article XV with respect to the Securities of such series. Upon the delivery by the Company to the Trustee of an Officer’s Certificate and an Opinion of Counsel to the effect that the transaction giving rise to the release of this Guarantee was made by the Company in accordance with the provisions of this Indenture and the Securities, the Trustee shall execute any documents reasonably required in order to evidence the release of each Guarantor from its obligations under this Guarantee. If any of the obligations to pay the principal of, premium, if any, and interest on such Securities and all other obligations of the Company are revived and reinstated after the termination of this Guarantee, then all of the obligations of each Guarantor under this Guarantee shall be revived and reinstated as if this Guarantee had not been terminated until such time as the principal of, premium, if any, and interest on such Securities are paid in full, and each Guarantor shall enter into an amendment to this Guarantee, reasonably satisfactory to the Trustee, evidencing such revival and reinstatement.
Release of Guarantee. (a) Concurrently with the payment in full of all of the Guaranteed Obligations, the Guarantors shall be released from and relieved of their obligations under this Article XIV. Upon the delivery by the Company to the Trustee of an Officers’ Certificate and, if requested by the Trustee, an Opinion of Counsel to the effect that the transaction giving rise to the release of such obligations was made by the Company in accordance with the provisions of this Indenture and the Debt Securities, the Trustee shall execute any documents reasonably required in order to evidence the release of the Guarantors from their obligations. If any of the Guaranteed Obligations are revived and reinstated after the termination of this Guarantee, then all of the obligations of the Guarantors under this Guarantee shall be revived and reinstated as if this Guarantee had not been terminated until such time as the Guaranteed Obligations are paid in full, and the Guarantors shall enter into an amendment to this Guarantee, reasonably satisfactory to the Trustee, evidencing such revival and reinstatement.
(b) Unless otherwise specified pursuant to Section 2.2 for the Debt Securities of any series, upon any Guarantor being released as a guarantor under the Senior Credit Facility (in connection with a sale of the Capital Stock of such Guarantor, a merger of a Guarantor into another Person or otherwise) or in the event the Senior Credit Facility is otherwise terminated or refinanced without a guarantee from such Guarantor, such Guarantor shall be deemed released from all obligations under this Article XIV. Upon the delivery by the Company to the Trustee of an Officers’ Certificate and, if requested by the Trustee, an Opinion of Counsel to the effect that the transaction giving rise to the release of such obligations was made in accordance with the provisions of this Indenture and the Debt Securities, the Trustee shall execute any documents reasonably required in order to evidence the release of such Guarantor from its obligations. Any Guarantor not so released remains liable for the full amount of principal of and interest on the Debt Securities as provided in this Article XIV.
(c) With respect to any series of Debt Securities, upon conversion of such Debt Security in accordance with the provisions of Article XIII, the Guarantors shall be released from and relieved of their obligations with respect to such Debt Security under this Article XIV. Upon such conversion, if so requested by a Guara...
Release of Guarantee. (a) Notwithstanding anything to the contrary in this ARTICLE 3, if a Guarantor (i) shall cease to be a subsidiary of the Company or (ii) shall no longer be (x) an obligor on, or issuer of, any capital markets debt securities or (y) a guarantor of any capital markets debt securities issued by the Company or the other Guarantor, in each case other than the Notes, then, if no Default or Event of Default shall have occurred and be continuing, such Guarantor, upon giving notice to the Trustee to the foregoing effect, shall be deemed to be released from all of its obligations under the Indenture, and the Guarantees shall be of no further force or effect with respect to such Guarantor. Following the receipt by the Trustee of any such notice, the Company shall cause the Indenture to be amended as provided in Section 901 of the Indenture; provided, however, that the failure to so amend the Indenture shall not affect the validity of the termination of the Guarantees with respect to such Guarantor.
(b) In addition, upon (i) the exercise of the legal defeasance or covenant defeasance option or the satisfaction and discharge of the Indenture as provided in ARTICLES FIFTEEN and FOUR, respectively, of the Indenture with respect to a series of Notes or (ii) a series of Notes ceasing to be Outstanding, each of the Guarantors shall be deemed to be released from all its obligations under the Indenture with respect to such series of Notes and the Guarantees of such series of Notes shall be of no further force or effect.
Release of Guarantee. Concurrently with the payment in full of all of the Indenture Obligations, the Guarantors shall be released from and relieved of their obligations under this Article Fourteen. Upon the delivery by the Company to the Trustee of an Officers' Certificate and, if requested by the Trustee, an Opinion of Counsel to the effect that the transaction giving rise to the release of this Guarantee was made by the Company in accordance with the provisions of this Indenture and the Securities, the Trustee shall execute any documents reasonably required in order to evidence the release of the Guarantors from their obligations under this Guarantee. If any of the Indenture Obligations are revived and reinstated after the termination of this Guarantee, then all of the obligations of the Guarantors under this Guarantee shall be revived and reinstated as if this Guarantee had not been terminated until such time as the Indenture Obligations are paid in full, and each Guarantor shall enter into an amendment to this Guarantee, reasonably satisfactory to the Trustee, evidencing such revival and reinstatement. This Guarantee shall terminate with respect to each Guarantor and shall be automatically and unconditionally released and discharged as provided in Section 1014(c). 149
Release of Guarantee. The Guarantee of the Guarantors shall terminate upon:
(a) a sale or other disposition (including by way of consolidation or merger) of each such Guarantor or the sale or disposition of all or substantially all the assets of such Guarantor (in each case other than to the Issuer or a Subsidiary) otherwise permitted by this Indenture;
(b) if the Guarantee were required pursuant to the terms of this Indenture, the cessation of the circumstances requiring such Guarantee; or
(c) defeasance or discharge of the Notes, as provided in Article 7. Upon delivery by the Issuer to the Trustee of an Officers’ Certificate and an Opinion of Counsel to the foregoing effect, the Trustee shall execute any documents reasonably requested by the Issuer in writing in order to evidence the release of the Guarantors from their obligations under the Guarantee.
Release of Guarantee. The obligation of the Guarantor hereunder shall be released where
1.9.1 the Tenant assigns the Lease with the Landlord's prior written consent to an assignee who satisfies the "Minimum Criteria" or to an assignee who is guaranteed by a party who meets the Minimum Criteria (or in the case of an assignment to an assignee who meets the Minimum Criteria or to an assignee who is guaranteed by a party who meets the Minimum Criteria where a Court or other duly appointed arbitrator has held that consent to assignment is or has been unreasonably withheld and the assignee and, if applicable, the guarantor complete the assignment) or, at any time after an assignment the assignee or the guarantor of the assignee meets the Minimum Criteria. For the purpose of this Lease the "Minimum Criteria" shall be:-
1.9.1.1 The post tax profits of the assignee (or its guarantor where such guarantor provides a guarantee to the Landlord in the same terms as set out in this Sixth Schedule mutatis mutandis) as shown in its audited accounts for the previous three consecutive financial years is not less than three times the Rent then reserved at 3.1. to 3.3 of the Lease together with all rates and other outgoings then payable hereunder; or
1.9.1.2 The assignee or any guarantor of the assignee is a Government Body or agency ( which shall include for the purpose of this clause the Industrial Development Authority or Forfas) or the Office of Public Works (or any successor or replacement of the Office of Public Works) on behalf of a Government Body or the Government or Government Minister (in his capacity as a Minister); or
1.9.1.3 The assignee or any guarantor of the assignee is a publicly quoted company of more than 20 years standing and its failure to meet the criteria in clause 1.9.1 hereof in any one of the three consecutive financial years is due to a solvent corporate re-organization where following such re- organization, the net shareholders funds in the assignee are not less than One Hundred Million pounds (100,000,000) and, in expressing the assignee's borrowings as a percentage of its shareholder funds, such percentage is not greater than 60%.
1.9.2 The surrender of the Lease by agreement with the Landlord or
Release of Guarantee. The Guarantee shall be automatically and unconditionally released and discharged, and the New Guarantor shall be automatically and unconditionally released and discharged from all of its obligations under the Guarantee and its obligations under the Indenture, without any action by the Corporation, the New Guarantor or the Trustee, upon the occurrence of any of the following:
(1) such time as the New Guarantor’s guarantees of the Newfield Notes are released and discharged, whether because such Newfield Notes have matured or have been redeemed or repurchased and cancelled, or otherwise;
(2) satisfaction and discharge of the Indenture in accordance with Article 4 of the Indenture; or
(3) defeasance of the Securities in accordance with Article 14 of the Indenture. Upon any such occurrence specified in this Section 2.3, if requested by the Corporation, the Trustee shall, at the Corporation’s expense, execute any documents reasonably requested by the Corporation in order to evidence such release and discharge.
Release of Guarantee. Notwithstanding anything to the contrary in this Article 9, in the event that any Guarantor shall no longer be a guarantor of (or co-obligor on) any Funded Indebtedness of the Company other than the Securities and other than Funded Indebtedness of the Company (i) subject to a release provision substantially similar to this Section 9.06 and (ii) the related guarantee (or obligation) of which will be released substantially concurrently with the release of the Guarantee of such Guarantor pursuant to this Section 9.06, and so long as no Default or Event of Default shall have occurred or be continuing, such Guarantor, upon giving notice to the Trustee to the foregoing effect, shall be deemed to be released from all of its obligations under this Indenture and the Guarantee of such Guarantor shall be of no further force or effect. Following the receipt by the Trustee of any such notice, the Company shall cause this Indenture to be amended as provided in Section 8.01 hereof; provided, however, that the failure to so amend this Indenture shall not affect the validity of the termination of the Guarantee of such Guarantor.
