Common use of Discharge of Liability on Securities; Defeasance Clause in Contracts

Discharge of Liability on Securities; Defeasance. When (a)(i) the Company delivers to the Trustee all outstanding Notes for cancellation or (ii) all outstanding Notes have become due and payable, whether at maturity or on a specified redemption date as a result of the mailing of a notice of redemption pursuant to Article III hereof, (b) the Company irrevocably deposits with the Trustee money sufficient to pay at maturity or upon redemption all outstanding Notes, including interest and premium thereon to maturity or such redemption date, and if in either case the Company pays all other sums payable hereunder by the Company, and (c) if the Notes have been called for redemption and the redemption date has not occurred, the Company delivers to the Trustee an Opinion of Counsel in the United States reasonably acceptable to the Trustee confirming that the Holders of the outstanding Notes will not recognize income, gain or loss for federal income tax purposes as a result of such actions and will be subject to federal income tax on the same amounts, in the same manner and at the same time as would have been the case if such actions had not occurred, then this Indenture shall cease to be of further effect except for (i) the provisions set forth in Article II, Section 4.7, 7.7 and 8.6 hereof and (ii) if the Notes have been called for redemption and the redemption date has not occurred, the Company's obligation to pay the redemption price on such redemption date. The Trustee shall acknowledge satisfaction and discharge of this Indenture 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.

Appears in 10 contracts

Sources: Indenture (Neenah Foundry Co), Indenture (Neenah Foundry Co), Indenture (Cast Alloys Inc)

Discharge of Liability on Securities; Defeasance. When With respect to the Securities, (a)(ia) when (i) the Company delivers to the Trustee all outstanding Notes Securities for cancellation or (ii) all outstanding Notes Securities have become due and payable, whether at maturity or on a specified redemption date as a result of the mailing of a notice of redemption pursuant to either Article III hereofor IV or the Securities will become due and payable at their Stated Maturity within one year, or the Securities 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, in each case of this clause (b) ii), the Company irrevocably deposits or causes to be deposited with the Trustee money funds sufficient to pay at maturity or upon redemption all outstanding NotesSecurities, including interest and premium thereon to maturity or such redemption date, and if in either case the Company pays all other sums payable hereunder by the Company, and (c) if the Notes have been called for redemption and the redemption date has not occurred, the Company delivers to the Trustee an Opinion of Counsel in the United States reasonably acceptable to the Trustee confirming that the Holders of the outstanding Notes will not recognize income, gain or loss for federal income tax purposes as a result of such actions and will be subject to federal income tax on the same amounts, in the same manner and at the same time as would have been the case if such actions had not occurred, then this Indenture shall shall, subject to Section 9.1(c), cease to be of further effect except for (i) the provisions set forth in Article II, Section 4.7, 7.7 and 8.6 hereof and (ii) if the Notes have been called for redemption and the redemption date has not occurred, the Company's obligation to pay the redemption price on such redemption dateeffect. The Trustee shall acknowledge satisfaction and discharge of this Indenture on demand of the Company accompanied by an Officer's Officers’ Certificate from the Company and an Opinion of Counsel from the Company that all conditions precedent provided herein for relating to satisfaction and discharge of this Indenture have been complied with and at the cost and expense of the Company.

Appears in 1 contract

Sources: Indenture (Mettler Toledo International Inc/)

Discharge of Liability on Securities; Defeasance. When With respect to the Securities, (a)(ia) when (i) the Company delivers to the Trustee all outstanding Notes Securities for cancellation or (ii) all outstanding Notes Securities have become due and payable, whether at maturity or on a specified redemption date as a result of the mailing of a notice of redemption pursuant to Article III hereof, or the Securities will become due and payable at their Stated Maturity within one year, or the Securities 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, in each case of this clause (b) ii), the Company irrevocably deposits or causes to be deposited with the Trustee money funds sufficient to pay at maturity or upon redemption all outstanding NotesSecurities, including interest and premium thereon to maturity or such redemption date, and if in either case the Company pays all other sums payable hereunder by the Company, and (c) if the Notes have been called for redemption and the redemption date has not occurred, the Company delivers to the Trustee an Opinion of Counsel in the United States reasonably acceptable to the Trustee confirming that the Holders of the outstanding Notes will not recognize income, gain or loss for federal income tax purposes as a result of such actions and will be subject to federal income tax on the same amounts, in the same manner and at the same time as would have been the case if such actions had not occurred, then this Indenture shall shall, subject to Section 8.1(c), cease to be of further effect except for (i) the provisions set forth in Article II, Section 4.7, 7.7 and 8.6 hereof and (ii) if the Notes have been called for redemption and the redemption date has not occurred, the Company's obligation to pay the redemption price on such redemption dateeffect. The Trustee shall acknowledge satisfaction and discharge of this Indenture on demand of the Company accompanied by an Officer's Officers' Certificate from the Company and an Opinion of Counsel from the Company that all conditions precedent provided herein for relating to satisfaction and discharge of this Indenture have been complied with and at the cost and expense of the Company.

Appears in 1 contract

Sources: Indenture (Infinity Property & Casualty Corp)

Discharge of Liability on Securities; Defeasance. When (a)(i) the Company delivers Issuers deliver to the Trustee all outstanding Notes for cancellation or (ii) all outstanding Notes have become due and payable, whether at maturity or on a specified redemption date as a result of the mailing of a notice of redemption pursuant to Article III 3 hereof, (b) the Company Issuers irrevocably deposits deposit with the Trustee money sufficient to pay at maturity or upon redemption all outstanding Notes, including interest and premium premium, if any, thereon to maturity or such redemption date, and if in either case the Company pays Issuers pay all other sums payable hereunder by the CompanyIssuers, and (c) if the Notes have been called for redemption and the redemption date has not occurred, the Company delivers Issuers deliver to the Trustee an Opinion of Counsel in the United States reasonably acceptable not unacceptable to the Trustee in its reasonable discretion confirming that the Holders of the outstanding Notes will not recognize income, gain or loss for federal income tax purposes as a result of such actions and will be subject to federal income tax on the same amounts, in the same manner and at the same time times as would have been the case if such actions had not occurred, then this Indenture shall cease to be of further effect except for (i) the provisions set forth in Article II2, Section 4.7Sections 4.2, 7.7 and 8.6 hereof and (ii) if the Notes have been called for redemption and the redemption date has not occurred, the Company's Issuers’ obligation to pay the redemption price on such redemption date. The Trustee shall acknowledge satisfaction and discharge of this Indenture on demand of the Company Issuers accompanied by an Officer's Officers’ Certificate and an Opinion of Counsel and at the cost and expense of the CompanyIssuers.

Appears in 1 contract

Sources: Indenture (Amerigas Partners Lp)

Discharge of Liability on Securities; Defeasance. When (a)(i) the Company delivers to the Trustee all outstanding Notes for cancellation or (ii) all outstanding Notes have become due and payable, whether at maturity or on a specified redemption date as a result of the mailing of a notice of redemption pursuant to Article III hereof, (b) the Company irrevocably deposits with the Trustee money sufficient to pay at maturity or upon redemption all outstanding Notes, including interest and premium thereon to maturity or such redemption date, and if in either case the Company pays all other sums payable hereunder by the Company, and (c) if the Notes have been called for redemption and the redemption date has not occurred, the Company delivers to the Trustee an Opinion of Counsel in the United States reasonably acceptable to the Trustee confirming that the Holders of the outstanding Notes will not recognize income, gain or loss for federal income tax purposes as a result of such actions and will be subject to federal income tax on the same amounts, in the same manner and at the same time as would have been the case if such actions had not occurred, then this Indenture shall cease to be of further effect except for (i) the provisions set forth in Article II, Section 4.7, 7.7 and 8.6 hereof and (ii) if the Notes have been called for redemption and the redemption date has not occurred, the Company's obligation to pay the redemption price on such redemption date. The Trustee shall acknowledge satisfaction and discharge of this Indenture on demand of the Company accompanied by an Officer's Officers' Certificate and an Opinion of Counsel and at the cost and expense of the Company.

Appears in 1 contract

Sources: Indenture (Mmi Products Inc)

Discharge of Liability on Securities; Defeasance. When With respect to the Securities, (a)(ia) when (i) the Company delivers to the Trustee all outstanding Notes Securities for cancellation or (ii) all outstanding Notes Securities have become due and payable, whether at maturity or on a specified redemption date as a result of the mailing of a notice of redemption pursuant to Article III hereof3 hereof or the Securities will become due and payable at their Stated Maturity within one year, or the Securities 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, in each case of this clause (b) ii), the Company irrevocably deposits or causes to be deposited with the Trustee money funds sufficient to pay at maturity or upon redemption all outstanding NotesSecurities, including interest and premium thereon to maturity or such redemption date, and if in either case the Company pays all other sums payable hereunder by the Company, and (c) if the Notes have been called for redemption and the redemption date has not occurred, the Company delivers to the Trustee an Opinion of Counsel in the United States reasonably acceptable to the Trustee confirming that the Holders of the outstanding Notes will not recognize income, gain or loss for federal income tax purposes as a result of such actions and will be subject to federal income tax on the same amounts, in the same manner and at the same time as would have been the case if such actions had not occurred, then this Indenture shall shall, subject to Section 8.1(c), cease to be of further effect except for (i) the provisions set forth in Article II, Section 4.7, 7.7 and 8.6 hereof and (ii) if the Notes have been called for redemption and the redemption date has not occurred, the Company's obligation to pay the redemption price on such redemption dateeffect. The Trustee shall acknowledge satisfaction and discharge of this Indenture on demand of the Company accompanied by an Officer's Officers' Certificate from the Company and an Opinion of Counsel from the Company that all conditions precedent provided herein for relating to satisfaction and discharge of this Indenture have been complied with and at the cost and expense of the Company.

Appears in 1 contract

Sources: Indenture (Mettler Toledo International Inc/)

Discharge of Liability on Securities; Defeasance. When (a)(ia) (i) the Company delivers Issuers deliver to the Trustee all outstanding Notes for cancellation or (ii) all outstanding Notes have become due and payable, whether at maturity or on a specified redemption date as a result of the mailing of a notice of redemption pursuant to Article III 3 hereof, (b) the Company Issuers irrevocably deposits deposit with the Trustee money sufficient to pay at maturity or upon redemption all outstanding Notes, including interest and premium thereon to maturity or such redemption date, and if in either case the Company pays Issuers pay all other sums payable hereunder by the CompanyIssuers, and (c) if the Notes have been called for redemption and the redemption date has not occurred, the Company delivers Issuers jointly deliver to the Trustee an Opinion of Counsel in the United States reasonably acceptable not unacceptable to the Trustee in its reasonable discretion confirming that the Holders of the outstanding Notes will not recognize income, gain or loss for federal income tax purposes as a result of such actions and will be subject to federal income tax on the same amounts, in the same manner and at the same time times as would have been the case if such actions had not occurred, then this Indenture shall cease to be of further effect except for (i) the provisions set forth in Article II2, Section 4.7Sections 4.2, 7.7 and 8.6 hereof and (ii) if the Notes have been called for redemption and the redemption date has not occurred, the Company's Issuers' obligation to pay the redemption price on such redemption date. The Trustee shall acknowledge satisfaction and discharge of this Indenture on joint demand of the Company Issuers accompanied by an Officer's Officers' Certificate and an Opinion of Counsel and at the cost and expense of the CompanyIssuers.

Appears in 1 contract

Sources: Indenture (U S Timberlands Co Lp)