Discharge of Liability on Notes Sample Clauses
The Discharge of Liability on Notes clause defines the conditions under which a party's obligations under a promissory note or similar financial instrument are considered fully satisfied and released. Typically, this clause specifies that once the note is paid in full or otherwise settled according to its terms, the issuer or obligor is no longer responsible for any further payments or obligations related to that note. For example, if a borrower repays the entire principal and interest as agreed, their liability is discharged. This clause's core function is to provide certainty and finality for both parties by clearly stating when and how liability under the note ends, thereby preventing future disputes over lingering obligations.
POPULAR SAMPLE Copied 1 times
Discharge of Liability on Notes. (a) This Indenture shall, subject to Section 8.01(b), cease to be of further effect if:
(i) the Issuer (A) delivers all outstanding Notes (other than Notes replaced pursuant to Section 2.09) to the Trustee for cancellation or (B) (x) deposits with the Trustee or the Paying Agent after such Notes have become due and payable, whether at stated maturity, upon exchange, or on any Fundamental Change Repurchase Date or Redemption Date, cash (including any cash in lieu of fractional shares in connection with the exchange) and (y) in the case of an exchange for which a Physical Settlement or Combination Settlement applies, delivers to the exchanging Holders Common Shares issuable upon exchange, in each case calculated in accordance with this Indenture sufficient to satisfy all obligations due on all outstanding Notes and pays all other sums payable under this Indenture; and
(ii) the Issuer has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent provided herein relating to the satisfaction and discharge of this Indenture have been complied with.
(b) Notwithstanding Section 8.01(a), the obligations of the Issuer and the Guarantor, as applicable, in Sections 2.05, 2.06, 2.07, 2.08, 2.09, 2.10, and 7.07 and in this Article 8 shall survive until the Notes have been paid in full. Thereafter, the obligations of the Issuer and the Guarantor, as applicable, in Sections 7.07, 8.03 and 8.04 shall survive such satisfaction and discharge.
Discharge of Liability on Notes. When (a) the Company delivers to the Registrar all outstanding Notes (other than Notes replaced pursuant to Section 2.08) for cancellation or (b) all outstanding Notes have become due and payable, whether at the Maturity Date, any Fundamental Change Purchase Date, upon conversion or otherwise, and the Company or the Guarantor irrevocably deposits with the Trustee or delivers to the Holders, as applicable, cash (and/or, if applicable, Common Units and cash in lieu of any fractional Common Units, solely to satisfy outstanding conversions) sufficient to pay, or, if applicable, satisfy the Company’s Conversion Obligation with respect to, all amounts due and owing on all outstanding Notes (other than Notes replaced pursuant to Section 2.08), and, in either case, the Company or the Guarantor pays all other sums payable hereunder by the Company with respect to the Indenture and the outstanding Notes, then this Indenture shall, subject to Section 8.08, cease to be of further effect with respect to the Notes or any Holders. At the cost and expense of the Company, the Trustee shall acknowledge satisfaction and discharge of this Indenture with respect to the Notes on written demand of the Company accompanied by an Officer’s Certificate and an Opinion of Counsel.
Discharge of Liability on Notes. This Indenture will be discharged and will cease to be of further effect (except as to surviving rights of registration of transfer or exchange of the Notes as expressly provided for in this Indenture and except for the Trustee’s right to reimbursement of fees and expenses and indemnification as expressly provided for in this Indenture) as to all outstanding Notes, and all of the Guarantees, if any, of the Notes shall be discharged, terminated and released, when:
(1) either
(a) all Notes theretofore authenticated and delivered (except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trust) have been delivered to the Trustee for cancellation; or
(b) all Notes not theretofore delivered to the Trustee for cancellation have become due and payable by giving of a notice of redemption, upon stated maturity or otherwise, will become due and payable within one year (upon stated maturity or otherwise), or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company, and the Company has irrevocably deposited or caused to be deposited with the Trustee cash in such amount as will be sufficient, U.S. Government Obligations the scheduled payments of principal of and interest on which will be sufficient (without any reinvestment of such interest), or a combination thereof in such amounts as will be sufficient, to pay and discharge the entire Indebtedness on such Notes not theretofore delivered to the Trustee for cancellation, for principal of, premium, if any, and interest on such Notes to the date of maturity or redemption, as the case may be, together with irrevocable instructions from the Company directing the Trustee to apply such funds to the payment thereof at maturity or redemption;
(2) the Company has paid or caused to be paid all other sums payable by the Company under this Indenture; and
(3) the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel (which Opinion of Counsel may be subject to customary assumptions, exceptions and limitations) stating that all conditions precedent under this Section 8.01 relating to the satisfaction and discharge of this Indenture have been complied with. Notwithstanding...
Discharge of Liability on Notes. (a) When (i) the Issuer delivers to the Trustee all Outstanding Notes (other than Notes replaced pursuant to Section 2.11) for cancellation or (ii) all Outstanding Notes have become due and payable and the Issuer deposits in trust, for the benefit of the Holders, with the Trustee finally collected funds sufficient to pay at Maturity all Outstanding Notes and interest thereon (other than Notes replaced pursuant to Section 2.11), and if in any such case the Issuer pays all other sums payable hereunder by the Issuer, then this Indenture, and the obligations of the Issuer and any Guarantor pursuant hereto, shall, subject to Sections 8.01(c) and 8.06, cease to be of further effect. The Trustee shall acknowledge satisfaction and discharge of this Indenture on demand of the Issuer accompanied by an Officers’ Certificate and an Opinion of Counsel (each stating that all conditions precedent herein provided relating to the satisfaction and discharge of this Indenture have been complied with) and at the cost and expense of the Issuer.
(b) Subject to Sections 8.01(c), 8.02 and 8.06, the Issuer at any time may terminate (i) all its obligations under this Indenture and the Notes (“legal defeasance option”) or (ii) the Guarantors’ obligations under Section 4.13 - Section 4.15, Section 4.17 and Section 4.19 toSection 4.23 and the operation of Sections 6.01(a), 6.01(b), 6.01(c), 6.01(d) 6.01(e) and 6.01(h) (“covenant defeasance option”). The legal defeasance option may be exercised notwithstanding any prior exercise of the covenant defeasance option. Upon exercise by the Issuer of the legal defeasance option or the covenant defeasance option, the Guarantors’ obligations under the Guarantee shall terminate. If the legal defeasance option is exercised, payment of the Notes may not be accelerated because of an Event of Default with respect thereto. If the covenant defeasance option is exercised, payment of the Notes may not be accelerated because of an Event of Default specified in Sections 6.01(a), 6.01(b), 6.01(c), 6.01(d), 6.01(e) and 6.01(h). Upon satisfaction of the conditions set forth herein and upon request of the Issuer, the Trustee shall acknowledge in writing the discharge of the obligations of the Issuer hereunder except those specified in Section 8.01(c).
(c) Notwithstanding Section 8.01(b), the Issuer’s obligations pursuant to Sections 2.04, 2.05, 2.06, 2.07, 2.08, 2.09 and 4.04 shall survive until the Notes have been paid in full. Thereafter, the obligations of...
Discharge of Liability on Notes. Defeasance 84 Section 8.02. Conditions to Defeasance 85 Section 8.03. Application of Trust Money 86 Section 8.04. Repayment to Issuer 86 Section 8.05. Indemnity for U.S. Government Obligations 86 Section 8.06. Reinstatement 86 AMENDMENTS Section 9.01. Without Consent of Holders 87 Section 9.02. With Consent of Holders 88 Section 9.03. [Reserved] 89 Section 9.04. Revocation and Effect of Consents and Waivers 89 Section 9.05. Notation on or Exchange of Notes 90 Section 9.06. Trustee to Sign Amendments 90
Discharge of Liability on Notes. 49 SECTION 8.02 Repayment of the Company...........................49
Discharge of Liability on Notes. Defeasance 46 SECTION 8.2 Conditions to Defeasance 46 SECTION 8.3 Application of Trust Money 48 SECTION 8.4 Repayment to Company 48 SECTION 8.5 Indemnity for Government Obligations 48 SECTION 8.6 Reinstatement 48
Discharge of Liability on Notes. When (a)(i) the Company delivers to the Trustee all outstanding Notes (other than Notes replaced pursuant to Section 2.11 hereof) for cancellation or (ii) all outstanding Notes have become due and payable, by reason of the issuance of a Redemption Notice or otherwise, and the Company irrevocably deposits with the Trustee or delivers to the Holders, as applicable, cash (and/or shares of Common Stock (or, if applicable, Reference Property) and cash (in lieu of fractional shares of Common Stock or, if applicable, units of Reference Property) solely to satisfy amounts due and owing as a result of conversions of the Notes), sufficient to pay all amounts due and owing on all outstanding Notes (other than Notes replaced pursuant to Section 2.11 hereof), (b) the Company pays all other sums payable by it under the Note Documents and (c) the Company delivers to the Trustee and the Collateral Agent an Officers’ Certificate and an Opinion of Counsel, each stating that all of the applicable conditions precedent to the discharge of this Indenture described in this section have been satisfied, then, subject to Section 7.06 hereof, this Indenture will cease to be of further effect with respect to the Notes and the Holders and the Trustee will acknowledge the satisfaction and discharge of this Indenture with respect to the Notes. Notwithstanding the satisfaction and discharge of this Indenture, (i) any obligation of the Company to any Holder under Article 10 hereof with respect to the conversion of any Note, to the Trustee under Article 7 hereof with respect to compensation or indemnity or to the Collateral Agent under Section 16 of the U.S. Security Agreement and under Section 19 of each of the Israeli Security Agreements with respect to compensation or indemnity, and (ii) any obligation of the Trustee with respect to money deposited with the Trustee under this Article 8 and Section 15.02 hereof will survive.
Discharge of Liability on Notes. When (a)(i) the Issuer delivers to the Registrar all outstanding Notes (other than Notes replaced pursuant to Section 3.08) for cancellation or (ii) all outstanding Notes have become due and payable, whether on the Maturity Date, any Fundamental Change Repurchase Date, any Redemption Date, upon exchange, redemption, declaration of acceleration or otherwise, and the Issuer irrevocably deposits with the Trustee or the Guarantor delivers to the Holders, as applicable, cash, Ordinary Shares or a combination thereof, as applicable (solely to satisfy any outstanding Exchange Obligation with respect to the Notes), sufficient to pay or deliver, as the case may be, all amounts due and owing on all outstanding Notes (other than Notes replaced pursuant to Section 3.08), (b) the Issuer pays all other sums payable by it under this Indenture and (c) the Issuer delivers to the Trustee an Officer’s Certificate and Opinion of Counsel stating that the conditions precedent therefor have been satisfied, then, the Notes and this Indenture (with respect to the Notes) will cease to be of further effect and the Holders and the Trustee will acknowledge the satisfaction and discharge of this Indenture with respect to the Notes; provided, however, that any obligation of the Issuer to the Trustee under Sections 11.06 or 11.07 shall survive after the Notes are paid in full and there are no Notes outstanding.
Discharge of Liability on Notes. When (a) all outstanding Notes (other than Notes replaced pursuant to Section 2.07) for cancellation have been delivered to the Registrar or (b) all outstanding Notes have become due and payable, and the Company irrevocably deposits with the Trustee or delivers to the Holders, as applicable, cash and/or shares of Common Stock (solely to satisfy outstanding conversions, if applicable) sufficient to pay all amounts due and owing on all outstanding Notes (other than Notes replaced pursuant to Section 2.07), and if in either case the Company pays all other sums payable hereunder by the Company with respect to the outstanding Notes, then this Indenture shall, subject to Section 7.07, cease to be of further effect with respect to the Notes or any Holders. The Trustee shall acknowledge satisfaction and discharge of this Indenture with respect to the Notes on demand of the Company accompanied by an Officer’s Certificate and an Opinion of Counsel and at the cost and expense of the Company.