Limitation on Liability; Termination, Release and Discharge. (a) Any term or provision of this Indenture to the contrary notwithstanding, the obligations of each Guarantor hereunder will be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Guarantor (including, without limitation, any Guarantees under the Credit Agreement) and after giving effect to any collections from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its Subsidiary Guarantee or pursuant to its contribution obligations under this Indenture, result in the obligations of such Guarantor under its Subsidiary Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal or state law and not otherwise being void or voidable under any similar laws affecting the rights of creditors generally. (b) The Company shall not permit any Guarantor to consolidate with or merge with or into any person (other than another Guarantor) and shall not permit the conveyance, transfer or lease of substantially all of the assets of any Guarantor unless: (i) the resulting, surviving or transferee Person shall be a corporation, partnership, trust or limited liability company organized and existing under the laws of the United States of America, any State of the United States or the District of Columbia and such Person (if not such Guarantor) shall expressly assume, by supplemental indenture, executed and delivered to the Trustee, all the obligations of such Guarantor under its Subsidiary Guarantee; (ii) immediately after giving effect to such transaction (and treating any Indebtedness that becomes an obligation of the resulting, surviving or transferee Person or any Subsidiary as a result of such transaction as having been Incurred by such Person or such Subsidiary at the time of such transaction), no Default or Event of Default shall have occurred and be continuing; (iii) the Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indenture (if any) comply with this Indenture; or (iv) the transaction is made in compliance with Section 5.01 (other than clause (c) of Section 5.01). Upon the sale or disposition of a Guarantor (by merger, consolidation, the sale of its Capital Stock or the sale of all or substantially all of its assets (other than by lease)) and whether or not such Guarantor is the surviving corporation in such transaction to a Person which is not the Company or a Subsidiary, such Guarantor shall be automatically released from all its obligations under this Indenture and its Subsidiary Guarantee and the Registration Rights Agreement and such Subsidiary Guarantee shall terminate; provided, however, that (1) no Default or Event of Default will have occurred or be continuing or would occur as a consequence of a release of the obligations of such Guarantor; and (2) all the obligations of such Guarantor under the Credit Agreement and related documentation and any other obligations of such Guarantor relating to any Indebtedness of the Company or any Guarantor terminate upon consummation of such transaction. (c) Each Guarantor shall be deemed released from all its obligations under this Indenture and the Registration Rights Agreement and such Subsidiary Guarantee shall terminate if all the conditions to legal defeasance set forth in Article VIII are satisfied in accordance herewith. (d) Each Subsidiary Guarantor shall be released from its obligations under this Indenture, its Subsidiary Guarantee and the Registration Rights Agreement if the Company designates such Guarantor as an Unrestricted Subsidiary and such designation complies with the other applicable provisions of this Indenture.
Appears in 2 contracts
Sources: Indenture (National CineMedia, LLC), Indenture (National CineMedia, Inc.)
Limitation on Liability; Termination, Release and Discharge. (a) Any term or provision of this Indenture to the contrary notwithstanding, the obligations of each Subsidiary Guarantor hereunder will shall be limited to the maximum amount as willshall, after giving effect to all other contingent and fixed liabilities of such Subsidiary Guarantor (including, without limitation, any Guarantees under the Credit Agreement) and after giving effect to any collections from or payments made by or on behalf of any other Subsidiary Guarantor in respect of the obligations of such other Subsidiary Guarantor under its Subsidiary Guarantee or pursuant to its contribution obligations under this Indenture, result in the obligations of such Subsidiary Guarantor under its Subsidiary Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal or state law and not otherwise being void or voidable under any similar laws affecting the rights of creditors generally.
(ba) The Company A Subsidiary Guarantee by a Subsidiary Guarantor shall not permit any automatically and unconditionally terminate and be discharged, and the Subsidiary Guarantor to consolidate with or merge with or into any person (other than another Guarantor) shall be automatically and shall not permit unconditionally released and discharged from, all obligations under its Subsidiary Guarantee and under this Indenture and the conveyance, transfer or lease of substantially all of the assets of any Guarantor unlessSecurities upon:
(i) any direct or indirect sale, exchange, transfer or disposition (whether by merger, consolidation, disposition or otherwise) of (A) the resultingCapital Stock of such Subsidiary Guarantor after which such Subsidiary Guarantor is no longer a Subsidiary or (B) all or substantially all the assets (other than by lease) of such Subsidiary Guarantor, in each case whether or not such Subsidiary Guarantor is the surviving Person in such transaction, to a Person which is not the Company or transferee Person a Subsidiary, in each case so long as the sale, exchange, transfer or disposition does not violate Section 3.10; provided that to the extent such Subsidiary Guarantor is also an obligor under any Material Debt Facility, such Subsidiary Guarantor shall be a corporation, partnership, trust or limited liability company organized and existing relieved from its obligations under the laws of the United States of America, any State of the United States or the District of Columbia and such Person (if not such Guarantor) shall expressly assume, by supplemental indenture, executed and delivered to the Trustee, all the obligations Material Debt Facility upon consummation of such transaction (unless (i) such Subsidiary Guarantor is the primary borrower under its such Material Debt Facility and (ii) neither the Company nor any other Subsidiary GuaranteeGuarantor will be obligated under such Material Debt Facility upon consummation of such transaction);
(ii) immediately after giving effect the occurrence of legal defeasance or covenant defeasance or upon satisfaction and discharge of this Indenture, in each case pursuant to such transaction (and treating any Indebtedness that becomes an obligation the provisions of the resulting, surviving or transferee Person or any Subsidiary as a result of such transaction as having been Incurred by such Person or such Subsidiary at the time of such transaction), no Default or Event of Default shall have occurred and be continuing;Article VIII; or
(iii) the merger or consolidation of such Subsidiary Guarantor with and into the Company or another Subsidiary Guarantor that is the surviving Person in such merger or consolidation, or upon the dissolution or liquidation of such Subsidiary Guarantor following the transfer of all of its assets to the Company or another Subsidiary Guarantor.
(b) In the case of paragraph (a)(i) above, such Subsidiary Guarantor shall have delivered deliver to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indenture (if any) comply with all conditions precedent provided for in this Indenture; or
(iv) the transaction is made in compliance with Section 5.01 (other than clause (c) of Section 5.01). Upon the sale or disposition of a Guarantor (by merger, consolidation, the sale of its Capital Stock or the sale of all or substantially all of its assets (other than by lease)) and whether or not such Guarantor is the surviving corporation in Indenture relating to such transaction to a Person which is not the Company or a Subsidiary, such Guarantor shall be automatically released from all its obligations under this Indenture and its Subsidiary Guarantee and the Registration Rights Agreement and such Subsidiary Guarantee shall terminate; provided, however, that (1) no Default or Event of Default will have occurred or be continuing or would occur as a consequence of a release of the obligations of such Guarantor; and (2) all the obligations of such Guarantor under the Credit Agreement and related documentation and any other obligations of such Guarantor relating to any Indebtedness of the Company or any Guarantor terminate upon consummation of such transactionbeen complied with.
(c) Each If the Subsidiary Guarantee of any Subsidiary Guarantor shall is deemed to be deemed released from all its obligations under this Indenture or is automatically released, and the Registration Rights Agreement Company desires the Trustee to execute an instrument evidencing such release, then the Company shall deliver to the Trustee an Officers’ Certificate stating the identity of the released Subsidiary Guarantor, the basis for release, and that such release complies with this Indenture. At the request of the Company, and upon delivery to the Trustee of an Officers’ Certificate and an Opinion of Counsel stating that a Subsidiary Guarantor has been released and that execution by the Trustee of an appropriate instrument evidencing the release of such Subsidiary Guarantee shall terminate if all the conditions to legal defeasance set forth in Article VIII are satisfied in accordance herewith.
(d) Each Subsidiary Guarantor shall be released from its obligations under Subsidiary Guarantee complies with this Indenture, the Trustee shall execute and deliver an appropriate instrument evidencing the release of such Subsidiary Guarantor from its Subsidiary Guarantee and (it being understood that the Registration Rights Agreement if failure to comply with this paragraph (c) shall not impair or have any effect upon any release of any Subsidiary Guarantee pursuant to the Company designates such Guarantor as an Unrestricted Subsidiary and such designation complies with the other applicable provisions of this IndentureSection 10.2).
Appears in 2 contracts
Sources: Indenture (Pico Holdings Inc /New), Indenture (UCP, Inc.)
Limitation on Liability; Termination, Release and Discharge. (a) Any term or provision of this Indenture to the contrary notwithstanding, the The obligations of each Subsidiary Guarantor hereunder will shall be limited to the maximum amount as willshall, after giving effect to all other contingent and fixed liabilities of such Subsidiary Guarantor (including, without limitation, any Guarantees guarantees under the Credit AgreementABL Loan Documents and Term Loan Documents) and after giving effect to any collections from or payments made by or on behalf of any other Subsidiary Guarantor in respect of the obligations of such other Subsidiary Guarantor under its Subsidiary Guarantee or pursuant to its contribution obligations under this IndentureIndenture or as set forth below, result in the obligations of such Subsidiary Guarantor under its Subsidiary Guarantee not constituting a fraudulent conveyance or fraudulent transfer under applicable federal or state law and not otherwise being void or voidable under any similar laws affecting the rights of creditors generally.
(ba) The Company shall not permit A Subsidiary Guarantee by a Subsidiary Guarantor will be automatically and unconditionally released and discharged, and each Subsidiary Guarantor and its obligations under the Subsidiary Guarantee, this Indenture, the Collateral Documents and the Intercreditor Agreement will be released and discharged, upon any Guarantor to consolidate with or merge with or into any person (other than another Guarantor) and shall not permit the conveyancesale, exchange, transfer or lease of substantially all of the assets of any Guarantor unless:
(i) the resulting, surviving or transferee Person shall be a corporation, partnership, trust or limited liability company organized and existing under the laws of the United States of America, any State of the United States or the District of Columbia and such Person (if not such Guarantor) shall expressly assume, by supplemental indenture, executed and delivered to the Trustee, all the obligations of such Guarantor under its Subsidiary Guarantee;
(ii) immediately after giving effect to such transaction (and treating any Indebtedness that becomes an obligation of the resulting, surviving or transferee Person or any Subsidiary as a result of such transaction as having been Incurred by such Person or such Subsidiary at the time of such transaction), no Default or Event of Default shall have occurred and be continuing;
(iii) the Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indenture (if any) comply with this Indenture; or
(iv) the transaction is made in compliance with Section 5.01 (other than clause (c) of Section 5.01). Upon the sale or disposition of a Guarantor (whether by merger, consolidation, consolidation or the sale of its of) the Capital Stock of such Subsidiary Guarantor after which the applicable Subsidiary Guarantor is no longer a Restricted Subsidiary or the sale of all or substantially all of its the assets (other than by lease)) and of such Subsidiary Guarantor, whether or not such Subsidiary Guarantor is the surviving corporation in such transaction to a Person which is not the Company or a Restricted Subsidiary; provided that (x) such sale, exchange, transfer or disposition is made in compliance with this Indenture, including Section 3.7 (it being understood that only such Guarantor shall portion, if any, of the Net Available Cash as is required to be automatically released from all its obligations under applied on or before the date of such release in accordance with the terms of this Indenture needs to be applied in accordance therewith at such time) and its Subsidiary Guarantee and the Registration Rights Agreement and such Subsidiary Guarantee shall terminate; provided, however, that (1) no Default or Event of Default will have occurred or be continuing or would occur as a consequence of a release of the obligations of such Guarantor; Article IV and (2y) all the obligations of such Subsidiary Guarantor under the Credit Agreement and related documentation and any other obligations of such Guarantor relating to any all Indebtedness of the Company or any Guarantor its Restricted Subsidiaries terminate upon consummation of such transaction.
(cb) Each Subsidiary Guarantor shall be deemed released from all its obligations under this Indenture Indenture, its Subsidiary Guarantee, the Collateral Documents to which it is a party and the Registration Rights Agreement Intercreditor Agreement, and such Subsidiary Guarantee shall terminate if all terminate, upon the conditions to legal defeasance set forth in Article VIII are satisfied in accordance herewith.
(d) Each Subsidiary Guarantor shall be released from its obligations under or covenant defeasance of the Securities or upon satisfaction and discharge of this Indenture, its Subsidiary Guarantee and in each case pursuant to the Registration Rights Agreement if the Company designates such Guarantor as an Unrestricted Subsidiary and such designation complies with the other applicable provisions of this IndentureArticle VIII hereof.
Appears in 2 contracts
Sources: Indenture (NBC Acquisition Corp), Indenture (New Nebraska Book Company, Inc.)
Limitation on Liability; Termination, Release and Discharge. (a) Any term or provision of this Indenture to the contrary notwithstanding, the obligations of each Subsidiary Guarantor hereunder will be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Subsidiary Guarantor (including, without limitation, any Guarantees guarantees under the Credit AgreementWorking Capital Facility) and after giving effect to any collections from or payments made by or on behalf of any other Subsidiary Guarantor in respect of the obligations of such other Subsidiary Guarantor under its Subsidiary Guarantee or pursuant to its contribution obligations under this Indenture, result in the obligations of such Subsidiary Guarantor under its Subsidiary Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal or state law and not otherwise being void or voidable under any similar laws affecting the rights of creditors generally.
(b) The Company shall will not permit any Subsidiary Guarantor to consolidate with or merge with or into any person Person (other than the Company or another Subsidiary Guarantor) and shall not permit the conveyance), or convey, transfer or lease of all or substantially all of the assets of any Subsidiary Guarantor (other than to the Company or another Subsidiary Guarantor), unless:
(i1) (A) if such entity remains a Subsidiary Guarantor, the resulting, surviving or transferee Person shall will be a corporation, partnership, trust or limited liability company organized and existing under the laws of the United States of America, any State of the United States or the District of Columbia and such Person (if not such Guarantor) shall expressly assumeor Canada, by supplemental indenture, executed and delivered to in the Trustee, all the obligations case of such a Subsidiary Guarantor under its Subsidiary Guarantee;
organized in Canada); (iiB) immediately after giving effect to such transaction (and treating any Indebtedness that becomes an obligation of the resulting, surviving or transferee Person or any Restricted Subsidiary as a result of such transaction as having been Incurred by such Person or such Restricted Subsidiary at the time of such transaction), no Default or of Event of Default shall have occurred and be continuing;; (C) the resulting, surviving or transferee Person (if not such Subsidiary Guarantor) assumes all the obligations of such Subsidiary Guarantor pursuant to a supplemental indenture in form and substance reasonably satisfactory to the Trustee under the Securities, this Indenture, the Collateral Documents, the Intercreditor Agreement and the Registration Rights Agreement and shall cause such amendments, supplements or other instruments to be executed, filed and recorded in such jurisdictions as may be required by applicable law to preserve and protect the Lien on the Collateral pledged by or transferred to the surviving entity, together with such financing statements or comparable documents as may be required to perfect any security interest in such Collateral which may be perfected by the filing
of a financing statement or similar document under the Uniform Commercial Code or other similar statute or regulation of the relevant states or jurisdictions in each case in a form reasonably satisfactory to the Trustee; and (iiiD) the Company shall will have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indenture (if any) comply with this Indenture; orand
(iv2) the transaction is made in compliance with Section 5.01 3.5 (other than clause (c) it being understood that only such portion of the Net Available Cash as is required to be applied on the date of such transaction in accordance with the terms of this Indenture needs to be applied in accordance therewith at such time), Section 5.01)3.9 and this Section 10.2. Upon the sale or disposition of a Subsidiary Guarantor (by merger, consolidation, the sale of its Capital Stock or the sale of all or substantially all of its assets (other than by lease)) and whether or not such the Subsidiary Guarantor is the surviving corporation in such transaction transaction, to a Person which is not the Company or a Restricted Subsidiary, such Subsidiary Guarantor shall will be automatically released from all its obligations under this Indenture and its Subsidiary Guarantee and Guarantee, the Registration Rights Agreement Agreement, the Collateral Documents to which it is a party and the Intercreditor Agreement, such Subsidiary Guarantee will terminate and the Liens, if any, on the Collateral pledged by such Subsidiary Guarantor pursuant to the Collateral Documents shall terminate; providedbe released with respect to the Securities if (x) the sale or other disposition is in compliance with this Indenture, however, including Section 3.5 (it being understood that (1) no Default or Event of Default will have occurred or be continuing or would occur as a consequence of a release only such portion of the obligations Net Available Cash as is required to be applied on the date of such Guarantor; transaction in accordance with the terms of this Indenture needs to be applied in accordance therewith at such time), Section 3.9 and this Section 10.2 and (2y) all the obligations of such Subsidiary Guarantor under the all Credit Agreement Facilities and related documentation and any other obligations of such Guarantor agreements relating to any other Indebtedness of the Company or any Guarantor its Restricted Subsidiaries terminate upon consummation of such transaction.
(c) Each Subsidiary Guarantor shall will be deemed released from all its obligations under this Indenture and Indenture, its Subsidiary Guarantee, the Registration Rights Agreement Agreement, the Collateral Documents to which it is a party and the Intercreditor Agreement, and such Subsidiary Guarantee shall terminate if all will terminate, upon the conditions to legal defeasance set forth of the Securities or upon satisfaction and discharge of this Indenture, in each case pursuant to the provisions of Article VIII are satisfied in accordance herewithhereof.
(d) Each Subsidiary Guarantor shall will be released from its obligations under this Indenture, its Subsidiary Guarantee and Guarantee, the Registration Rights Agreement, the Collateral Documents to which it is a party and the Intercreditor Agreement if the Company designates such Subsidiary Guarantor as an Unrestricted Subsidiary and such designation complies with the other applicable provisions of this Indenture.
Appears in 2 contracts
Sources: Indenture (Cellu Tissue - CityForest LLC), Indenture (Cellu Tissue Holdings, Inc.)
Limitation on Liability; Termination, Release and Discharge. (a) Any term or provision of this Indenture to the contrary notwithstanding, the The obligations of each Guarantor hereunder will be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Guarantor (including, without limitation, any Guarantees guarantees under the Senior Credit Agreement) and after giving effect to any collections from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its Subsidiary this Guarantee or pursuant to its contribution obligations under this the Indenture, result in the obligations of such Guarantor under its Subsidiary this Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal or state law and not otherwise being void or voidable under any similar laws affecting the rights of creditors generally.
(b) The Company shall not permit any law. Each Guarantor to may consolidate with or merge into or sell its assets to Hanover or another Guarantor without limitation. Subject to Section 9.10 of the Participation Agreement, each Guarantor may consolidate with or merge into any person (or sell all or substantially all its assets to a corporation, partnership or trust other than the Hanover or another Guarantor (whether or not affiliated with the Guarantor) and ), except that if the surviving corporation of any such merger or consolidation is a Subsidiary of Hanover, such merger, consolidation or sale shall not permit the conveyance, transfer or lease of substantially all of the assets of any Guarantor unless:
be permitted unless (i) the resulting, Person formed by or surviving any such consolidation or transferee Person shall be a corporation, partnership, trust or limited liability company organized and existing under the laws of the United States of America, any State of the United States or the District of Columbia and such Person (if not such Guarantor) shall expressly assume, by supplemental indenture, executed and delivered to the Trustee, merger assumes all the obligations of such Guarantor Subsidiary under its Subsidiary this Guarantee pursuant to a supplemental guarantee in form and substance reasonably satisfactory to the Indenture Trustee, the Indenture and this Guarantee;
, (ii) immediately after giving effect to such transaction (and treating any Indebtedness that becomes an obligation of the resulting, surviving or transferee Person or any Subsidiary as a result of such transaction as having been Incurred by such Person or such Subsidiary at the time of such transaction), no Default or Event of Default shall have occurred exists; and be continuing;
(iii) the Company shall have delivered Hanover delivers to the Indenture Trustee an Officers’ ' Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indenture (if any) comply Counsel addressed to the Indenture Trustee with this Indenture; or
(iv) respect to the transaction is made in compliance with Section 5.01 (other than clause (c) of Section 5.01)foregoing matters. Upon the sale or disposition of a Guarantor (by merger, consolidation, the sale of its Capital Stock or the sale of all or substantially all of its assets (other than by lease)) , and whether or not such the Guarantor is the surviving corporation in such transaction transaction) to a Person (whether or not an Affiliate of the Guarantor) which is not the Company Hanover or a SubsidiaryRestricted Subsidiary of Hanover (other than a Receivables Entity), which sale or disposition is otherwise in compliance with the Participation Agreement (including Sections 9.6, 9.8 and 9.10 thereof), such Guarantor shall be automatically released from all its obligations under this Indenture and its Subsidiary Guarantee and the Registration Rights Agreement and such Subsidiary Guarantee shall terminate; provided, however, that (1) no Default or Event of Default will have occurred or be continuing or would occur as a consequence of a release of the obligations of such Guarantor; and (2) all the obligations of such Guarantor under the Credit Agreement and related documentation and any other obligations of such Guarantor relating to any Indebtedness of the Company or any Guarantor terminate upon consummation of such transaction.
(c) Each Guarantor shall be deemed released from all its obligations under this the Indenture and the Registration Rights Agreement its Subsidiary Guarantee and such Subsidiary Guarantee shall will terminate; provided, however, that any such termination will occur only to the extent that all obligations of such Guarantor under the Senior Credit Agreement and all of its guarantees of, and under all of its pledges of assets or other security interests which secure, any other Indebtedness of Hanover or its Restricted Subsidiaries will also terminate if all the conditions to legal defeasance set forth in Article VIII are satisfied in accordance herewith.
(d) Each Subsidiary upon such release, sale or transfer. A Guarantor shall will be deemed released from and relieved of its obligations under this Indenture, its Subsidiary Guarantee and without any further action required on the Registration Rights Agreement if part of Hanover or such Guarantor upon the Company designates designation of such Guarantor as an Unrestricted Subsidiary and such designation complies in accordance with the other applicable provisions terms of this the Indenture.
Appears in 2 contracts
Sources: Guarantee (Hanover Compressor Co /), Guarantee (Hanover Compressor Co /)
Limitation on Liability; Termination, Release and Discharge. (a) Any term or provision of this Indenture to the contrary notwithstanding, the obligations of each Subsidiary Guarantor hereunder will be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Subsidiary Guarantor (including, without limitation, its guarantee of any Guarantees borrowings under the Senior Secured Credit Agreement) and after giving effect to any collections from or payments made by or on behalf of any other Subsidiary Guarantor in respect of the obligations of such other Subsidiary Guarantor under its Subsidiary Guarantee or pursuant to its contribution obligations under this Indenture, result in the obligations of such Subsidiary Guarantor under its Subsidiary Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal or state law and not otherwise being void or voidable under any similar laws affecting the rights of creditors generally.
(b) The Company shall not permit any Guarantor to consolidate with or merge with or into any person (other than another Guarantor) and shall not permit the conveyance, transfer or lease of substantially all of the assets of any Guarantor unless:
(i) the resulting, surviving or transferee Person shall be a corporation, partnership, trust or limited liability company organized and existing under the laws of the United States of America, any State of the United States or the District of Columbia and such Person (if not such Guarantor) shall expressly assume, by supplemental indenture, executed and delivered to the Trustee, all the obligations of such Guarantor under its Subsidiary Guarantee;
(ii) immediately after giving effect to such transaction (and treating any Indebtedness that becomes an obligation of the resulting, surviving or transferee Person or any Subsidiary as a result of such transaction as having been Incurred by such Person or such Subsidiary at the time of such transaction), no Default or Event of Default shall have occurred and be continuing;
(iii) the Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indenture (if any) comply with this Indenture; or
(iv) the transaction is made in compliance with Section 5.01 (other than clause (c) of Section 5.01). Upon the sale or disposition of a Subsidiary Guarantor (by merger, consolidation, the sale of a sufficient amount of its Capital Stock so that it no longer qualifies as a “Restricted Subsidiary” of the Issuer or the sale of all or substantially all of its assets (other than by lease)) and whether or not such the Subsidiary Guarantor is the surviving corporation entity in such transaction transaction) to a Person which is not the Company Issuer or a Restricted Subsidiary, such Subsidiary Guarantor shall will be automatically released from all its obligations under this Indenture and its Subsidiary Guarantee and if the Registration Rights Agreement and such Subsidiary Guarantee shall terminate; provided, however, that (1) no Default sale or Event of Default will have occurred or be continuing or would occur as a consequence of a release of the obligations of such Guarantor; and (2) all the obligations of such Guarantor under the Credit Agreement and related documentation and any other obligations of such Guarantor relating to any Indebtedness of the Company or any Guarantor terminate upon consummation of such transactiondisposition does not violate Section 3.5.
(c) Each Subsidiary Guarantor shall will be deemed automatically released from all its obligations under this Indenture and its Guarantee upon the Registration Rights Agreement and such Subsidiary Guarantee shall terminate if all Guarantor ceasing to guarantee any the conditions to legal defeasance set forth in Article VIII are satisfied in accordance herewithother Indebtedness of the Issuer or any other Subsidiary Guarantor.
(d) Each Subsidiary Guarantor shall will be automatically released from its obligations under this Indenture, Indenture and its Subsidiary Guarantee and the Registration Rights Agreement if the Company Issuer designates such Subsidiary Guarantor as an Unrestricted Subsidiary and such designation complies with the other applicable provisions of this Indenture.
(e) Each Subsidiary Guarantor will be automatically released from all its obligations under this Indenture and its Guarantee, and such Guarantee will terminate, upon the legal defeasance or covenant defeasance of the Notes or upon satisfaction and discharge of this Indenture, in each case pursuant to the provisions of Article VIII hereof.
(f) With respect to any release of a Guarantee, upon such Subsidiary Guarantor delivering to the Trustee an Officers’ Certificate and an Opinion of Counsel stating that all conditions precedent provided for in this Indenture relating to the transactions specified in clauses (b), (c), (d) or (e) of this Section 10.2 have been complied with, the Trustee shall executed appropriate documentation evidencing such release.
Appears in 2 contracts
Sources: Indenture (ANTERO RESOURCES Corp), Indenture (ANTERO RESOURCES Corp)
Limitation on Liability; Termination, Release and Discharge. (a) Any term or provision of this Indenture to the contrary notwithstanding, the obligations of each Subsidiary Guarantor hereunder will be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Subsidiary Guarantor (including, without limitation, any Guarantees guarantees under the Senior Secured Credit Agreement) and after giving effect to any collections from or payments made by or on behalf of any other Subsidiary Guarantor in respect of the obligations of such other Subsidiary Guarantor under its Subsidiary Guarantee or pursuant to its contribution obligations under this Indenture, result in the obligations of such Subsidiary Guarantor under its Subsidiary Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal or state law and not otherwise being void or voidable under any similar laws affecting the rights of creditors generally.
(b) The Company shall not permit any Guarantor to consolidate with or merge with or into any person (other than another Guarantor) and shall not permit the conveyance, transfer or lease of substantially all of the assets of any Guarantor unless:
(i) the resulting, surviving or transferee Person shall be a corporation, partnership, trust or limited liability company organized and existing under the laws of the United States of America, any State of the United States or the District of Columbia and such Person (if not such Guarantor) shall expressly assume, by supplemental indenture, executed and delivered to the Trustee, all the obligations of such Guarantor under its Subsidiary Guarantee;
(ii) immediately after giving effect to such transaction (and treating any Indebtedness that becomes an obligation of the resulting, surviving or transferee Person or any Subsidiary as a result of such transaction as having been Incurred by such Person or such Subsidiary at the time of such transaction), no Default or Event of Default shall have occurred and be continuing;
(iii) the Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indenture (if any) comply with this Indenture; or
(iv) the transaction is made in compliance with Section 5.01 (other than clause (c) of Section 5.01). Upon the sale or disposition of a Subsidiary Guarantor (by merger, consolidation, the sale of its Capital Stock or the sale of all or substantially all of its assets (other than by lease)) and whether or not such the Subsidiary Guarantor is the surviving corporation entity in such transaction transaction, to a Person which is not the Company or a SubsidiaryRestricted Subsidiary of the Company, such Subsidiary Guarantor shall will be automatically released from all its obligations under this Indenture and its Subsidiary Guarantee and if the Registration Rights Agreement and such Subsidiary Guarantee shall terminate; provided, however, that (1) no Default sale or Event of Default will have occurred or be continuing or would occur as a consequence of a release of the obligations of such Guarantor; and (2) all the obligations of such Guarantor under the Credit Agreement and related documentation and any other obligations of such Guarantor relating to any Indebtedness of the Company or any Guarantor terminate upon consummation of such transactiondisposition does not violate Section 3.5.
(c) Each Guarantor shall be deemed released from all its obligations under this Indenture and the Registration Rights Agreement and such Subsidiary Guarantee shall terminate if all the conditions to legal defeasance set forth in Article VIII are satisfied in accordance herewith.
(d) Each A Subsidiary Guarantor shall will be released from its obligations under this Indenture, Indenture and its Subsidiary Guarantee and the Registration Rights Agreement if the Company designates such Subsidiary Guarantor as an Unrestricted Subsidiary and such designation complies with the other applicable provisions of this Indenture.
(d) Each Subsidiary Guarantor will be deemed released from all its obligations under this Indenture and its Subsidiary Guarantee, and such Subsidiary Guarantee will terminate, upon the legal defeasance or covenant defeasance of the Securities or upon satisfaction and discharge of this Indenture, in each case pursuant to the provisions of Article VIII hereof.
(e) Upon the liquidation or dissolution of such Subsidiary Guarantor, provided that no Default or Event of Default has occurred and is continuing.
(f) With respect to a Subsidiary Guarantor that is an Immaterial Subsidiary, such Subsidiary Guarantor will be released from its obligations under this Indenture and its Subsidiary Guarantee upon the liquidation or dissolution of such Subsidiary Guarantor.
(g) The release of any Subsidiary Guarantor from its obligations pursuant to this Section 10.2 shall be conditioned upon such Subsidiary Guarantor delivering to the Trustee an Officers’ Certificate and an Opinion of Counsel stating that all conditions precedent provided for in this Indenture relating to such release have been complied with.
Appears in 2 contracts
Sources: Indenture (Alta Mesa Holdings, LP), Indenture (Alta Mesa Energy LLC)
Limitation on Liability; Termination, Release and Discharge. (a) Any term or provision of this Indenture to the contrary notwithstanding, the obligations of each Subsidiary Guarantor hereunder will be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Subsidiary Guarantor (including, without limitation, including any Guarantees under the Credit AgreementFacilities) and after giving effect to any collections from or payments made by or on behalf of any other Subsidiary Guarantor in respect of the obligations Obligations of such other Subsidiary Guarantor under its Subsidiary Guarantee or pursuant to its contribution obligations Obligations under this Indenture, result in the obligations Obligations of such Subsidiary Guarantor under its Subsidiary Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal Federal or state law and not otherwise being void or voidable under any similar laws affecting the rights of creditors generally.
(b) The Company shall not permit Each Subsidiary Guarantee by a Subsidiary Guarantor will be automatically and unconditionally released and discharged:
(1) in connection with any Guarantor to consolidate with sale or merge with other disposition of all or into any person (other than another Guarantor) and shall not permit the conveyance, transfer or lease of substantially all of the assets of any that Subsidiary Guarantor unless:
(iincluding by way of merger or consolidation) the resulting, surviving to a Person that is not (either before or transferee Person shall be a corporation, partnership, trust or limited liability company organized and existing under the laws of the United States of America, any State of the United States or the District of Columbia and such Person (if not such Guarantor) shall expressly assume, by supplemental indenture, executed and delivered to the Trustee, all the obligations of such Guarantor under its Subsidiary Guarantee;
(ii) immediately after giving effect to such transaction (and treating any Indebtedness that becomes an obligation transaction) the Company or a Restricted Subsidiary of the resultingCompany, surviving if the sale or transferee other disposition does not violate Section 3.5;
(2) in connection with any sale or other disposition of such amount of Capital Stock of that Subsidiary Guarantor to a Person that is not (either before or any after giving effect to such transaction) the Company or a Restricted Subsidiary of the Company, including a disposition in connection with a Qualified Spin Transaction, if such sale or other disposition does not violate Section 3.5, and the Subsidiary Guarantor ceases to be a Restricted Subsidiary of the Company as a result of such transaction as having been Incurred by such Person or such Subsidiary at the time of such transaction), no Default or Event of Default shall have occurred and be continuingthereof;
(iii3) if the Company shall have delivered designates that Subsidiary Guarantor as an Unrestricted Subsidiary in accordance with Section 3.15;
(4) upon legal defeasance or covenant defeasance pursuant to Article VIII;
(5) at such time as such Subsidiary Guarantor becomes an Immaterial Subsidiary of the Company; or
(6) as provided in Section 3.11. Upon the Company’s request and at its expense, the Trustee will provide evidence of the release of any Subsidiary Guarantee, provided the Company delivers to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indenture (if any) comply with all conditions precedent provided for in this Indenture; or
(iv) Section 10.2 relating to the transaction is made in compliance with Section 5.01 (other than clause (c) release of Section 5.01). Upon the sale or disposition of a Guarantor (by merger, consolidation, the sale of its Capital Stock or the sale of all or substantially all of its assets (other than by lease)) and whether or not such Guarantor is the surviving corporation in such transaction to a Person which is not the Company or a Subsidiary, such Guarantor shall be automatically released from all its obligations under this Indenture and its Subsidiary Guarantee and the Registration Rights Agreement and such Subsidiary Guarantee shall terminate; provided, however, that (1) no Default or Event of Default have been complied with. Any released Subsidiary Guarantor will have occurred or be continuing or would occur as again provide a consequence of a release of the obligations of such Guarantor; and (2) all the obligations of such Guarantor under the Credit Agreement and related documentation and any other obligations of such Guarantor relating to any Indebtedness of the Company or any Guarantor terminate upon consummation of such transaction.
(c) Each Guarantor shall be deemed released from all its obligations under this Indenture and the Registration Rights Agreement and such Subsidiary Guarantee shall terminate if all the conditions required to legal defeasance set forth in Article VIII are satisfied in accordance herewithdo so pursuant to Section 3.11.
(d) Each Subsidiary Guarantor shall be released from its obligations under this Indenture, its Subsidiary Guarantee and the Registration Rights Agreement if the Company designates such Guarantor as an Unrestricted Subsidiary and such designation complies with the other applicable provisions of this Indenture.
Appears in 2 contracts
Sources: Indenture (CONSOL Energy Inc), Indenture (CONSOL Energy Inc)
Limitation on Liability; Termination, Release and Discharge. (a) Any term or provision of this Indenture to the contrary notwithstanding, the obligations of each Subsidiary Guarantor hereunder will be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Subsidiary Guarantor (including, without limitation, any Guarantees guarantees under the Current Asset Credit AgreementFacility and Senior Secured Term Loan) and after giving effect to any collections from or payments made by or on behalf of any other Subsidiary Guarantor in respect of the obligations of such other Subsidiary Guarantor under its Subsidiary Guarantee or pursuant to its contribution obligations under this Indenture, result in the obligations of such Subsidiary Guarantor under its Subsidiary Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal or state law and not otherwise being void or voidable under any similar laws affecting the rights of creditors generally.
(b) The Company shall not permit any Subsidiary Guarantor to consolidate with or merge with or into any person Person (other than the Company or another Subsidiary Guarantor) and shall not permit the conveyance), or convey, transfer or lease of all or substantially all of the assets of any Subsidiary Guarantor (other than to the Company or another Subsidiary Guarantor), unless:
(i1) (A) if such entity remains a Subsidiary Guarantor, the resulting, surviving or transferee Person shall will be a corporation, partnership, trust or limited liability company Person (other than an individual) organized and existing under the laws of the United States of America, any State of the United States state or territory thereof, or the District of Columbia and such Person Columbia; (if not such Guarantor) shall expressly assume, by supplemental indenture, executed and delivered to the Trustee, all the obligations of such Guarantor under its Subsidiary Guarantee;
(iiB) immediately after giving effect to such transaction (and treating any Indebtedness that becomes an obligation of the resulting, surviving or transferee Person or any Restricted Subsidiary as a result of such transaction as having been Incurred by such Person or such Restricted Subsidiary at the time of such transaction), no Default or of Event of Default shall have occurred and be continuing;
; (iiiC) the resulting, surviving or transferee Person (if not such Subsidiary Guarantor) expressly assumes all the obligations of such Subsidiary Guarantor under the Securities, this Indenture, the Security Documents and its Subsidiary Guarantee pursuant to a supplemental indenture or other documents or instruments in form reasonably satisfactory to the Trustee; and (D) the Company shall will have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indenture (if any) comply with this Indenture; orand
(iv2) the transaction is made in compliance with Section 5.01 3.5 (other than clause (cit being understood that only such portion of the Net Available Cash as is required to be applied on the date of such transaction in accordance with the terms of this Indenture needs to be applied in accordance therewith at such time) of and this Section 5.01)10.2. Upon the sale or disposition of a Subsidiary Guarantor (by merger, consolidation, the sale of its Capital Stock or the sale of all or substantially all of its assets (other than by lease)) and whether or not such the Subsidiary Guarantor is the surviving corporation in such transaction transaction, to a Person which is not the Company or a Restricted Subsidiary, such Subsidiary Guarantor shall will be automatically released from all its obligations under this Indenture Indenture, the Security Documents and its Subsidiary Guarantee and the Registration Rights Agreement and Guarantee, such Subsidiary Guarantee shall terminate; provided, however, that will terminate if (1x) no Default the sale or Event of Default will have occurred or be continuing or would occur as a consequence of a release of the obligations of such Guarantor; other disposition is in compliance with this Indenture and (2y) all the obligations of such Subsidiary Guarantor under the Credit Agreement all Debt Facilities and related documentation and any other obligations of such Guarantor agreements relating to any other Indebtedness of the Company or any Guarantor its Restricted Subsidiaries that resulted in the obligation to Guarantee the Security terminate upon consummation of such transaction.
(c) Each Subsidiary Guarantor shall will be deemed released from all its obligations under this Indenture Indenture, the Security Documents and its Subsidiary Guarantee upon the release or discharge of such Subsidiary Guarantor from its Guarantee of Indebtedness of the Company and the Registration Rights Agreement Subsidiary Guarantors under the Current Asset Credit Facility and the Senior Secured Term Loan (including by reason of the termination of the Current Asset Credit Facility and the Senior Secured Term Loan, respectively), all other Indebtedness of the Company and its Restricted Subsidiaries and/or the Guarantee that resulted in the obligation of such Subsidiary Guarantor to Guarantee shall terminate the Securities, if all such Subsidiary Guarantor would not then otherwise be required to Guarantee the conditions Securities pursuant to legal defeasance set forth this Indenture (and treating any Guarantees of such Subsidiary Guarantor that remain outstanding as Incurred at least 30 days prior to such release or discharge), except a discharge or release by or as a result of payment under such Guarantee; provided, that if such Person has Incurred any Indebtedness or issued any Preferred Stock or Disqualified Stock in Article VIII reliance on its status as a Subsidiary Guarantor under Section 3.2, such Subsidiary Guarantor’s obligations under such Indebtedness, Disqualified Stock or Preferred Stock, as the case may be, so Incurred are satisfied in accordance herewithfull and discharged or are otherwise permitted to be Incurred by a Restricted Subsidiary (other than a Subsidiary Guarantor) under Section 3.2.
(d) Each Subsidiary Guarantor shall will be released from its obligations under this Indenture, its Subsidiary Guarantee and the Registration Rights Agreement Security Documents if the Company designates such Subsidiary Guarantor as an Unrestricted Subsidiary and such designation complies with the other applicable provisions of this Indenture.
(e) Each Subsidiary Guarantor will be deemed released from all its obligations under this Indenture, its Subsidiary Guarantee and the Security Documents, and such Subsidiary Guarantee will terminate, upon the legal defeasance or covenant defeasance of the Securities or upon satisfaction and discharge of this Indenture, in each case pursuant to the provisions of Article VIII hereof.
(f) The release of any Subsidiary Guarantor from its obligations pursuant to this Section 10.2 shall be conditioned upon such Subsidiary Guarantor delivering to the Trustee an Officers’ Certificate and an Opinion of Counsel stating that all conditions precedent provided for in this Indenture relating to the transactions specified in clauses (b), (c), (d) and (e) of this Section 10.2, have been complied with.
Appears in 1 contract
Limitation on Liability; Termination, Release and Discharge. (a) Any term or provision of this Indenture to the contrary notwithstanding, the obligations of each Subsidiary Guarantor hereunder will be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Subsidiary Guarantor (including, without limitation, any Guarantees guarantees under the Credit AgreementWorking Capital Facility) and after giving effect to any collections from or payments made by or on behalf of any other Subsidiary Guarantor in respect of the obligations of such other Subsidiary Guarantor under its Subsidiary Guarantee or pursuant to its contribution obligations under this Indenture, result in the obligations of such Subsidiary Guarantor under its Subsidiary Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal or state law and not otherwise being void or voidable under any similar laws affecting the rights of creditors generally.
(b) The Company shall will not permit any Subsidiary Guarantor to consolidate with or merge with or into any person Person (other than the Company or another Subsidiary Guarantor) and shall not permit the conveyance), or convey, transfer or lease of all or substantially all of the assets of any Subsidiary Guarantor (other than to the Company or another Subsidiary Guarantor), unless:
(iA) the resulting, surviving or transferee Person shall will be a corporation, partnership, trust or limited liability company organized or formed and existing under the laws of the United States of America, any State of the United States or the District of Columbia (or Canada, in the case of a Subsidiary Guarantor organized in Canada) and such Person (if not such Subsidiary Guarantor) shall will expressly assume, by supplemental indenture, executed and delivered to the Trustee, in form satisfactory to the Trustee, all the obligations of such Subsidiary Guarantor under its Subsidiary Guarantee;
, this Indenture, the Registration Rights Agreement, the related Collateral Documents and the Intercreditor Agreement and shall cause such amendments, supplements or other instruments to be executed, filed, and recorded in such jurisdictions as may be required by applicable law to preserve and protect the Lien on the Collateral owned by or transferred to the surviving entity, together with such financing statements or comparable documents as may be required to perfect any security interests in such Collateral which may be perfected by the filing of a financing statement or a similar document under the Uniform Commercial Code or other similar statute or regulation of the relevant states or jurisdictions; (iiB) immediately after giving effect to such transaction (and treating any Indebtedness that becomes an obligation of the resulting, surviving or transferee Person or any Restricted Subsidiary as a result of such transaction as having been Incurred by such Person or such Restricted Subsidiary at the time of such transaction), no Default or of Event of Default shall have occurred and be continuing;
; and (iiiC) the Company shall will have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indenture (if any) comply with this Indenture; or
(iv2) the transaction is made in compliance with Section 5.01 (other than clause (c) of 3.5 and Section 5.01)3.9. Upon the sale or disposition of a Subsidiary Guarantor (by merger, consolidation, the sale of its Capital Stock or the sale of all or substantially all of its assets (other than by lease)assets) and whether or not such the Subsidiary Guarantor is the surviving corporation in such transaction transaction, to a Person which is not the Company or a Restricted Subsidiary, which sale or disposition is otherwise in compliance with this Indenture, such Subsidiary Guarantor shall will be automatically released from all its obligations under this Indenture and its Subsidiary Guarantee and Guarantee, the Registration Rights Agreement Agreement, the Collateral Documents to which it is a party and the Intercreditor Agreement, such Subsidiary Guarantee will terminate and the Liens, if any, on the Collateral pledged by such Subsidiary Guarantor pursuant to the Collateral Documents shall terminate; provided, however, that (1) no Default or Event of Default will have occurred or be continuing or would occur as a consequence of a release of released with respect to the obligations of such Guarantor; and (2) Securities if all the obligations of such Subsidiary Guarantor under the Credit Agreement Working Capital Facility and related documentation and any other obligations of such Guarantor agreements relating to any other Indebtedness of the Company or any Guarantor its Restricted Subsidiaries terminate upon consummation of such transaction.
(c) Each Subsidiary Guarantor shall will be deemed released from all its obligations under this Indenture and Indenture, its Subsidiary Guarantee, the Registration Rights Agreement Agreement, the Collateral Documents to which it is a party and the Intercreditor Agreement, and such Subsidiary Guarantee shall terminate if all will terminate, upon the conditions to legal defeasance set forth in of the Securities pursuant to the provisions of Article VIII are satisfied in accordance herewithhereof.
(d) Each Subsidiary Guarantor shall will be released from its obligations under this Indenture, its Subsidiary Guarantee and Guarantee, the Registration Rights Agreement, the Collateral Documents to which it is a party and the Intercreditor Agreement if the Company designates such Subsidiary Guarantor as an Unrestricted Subsidiary and such designation complies with the other applicable provisions of this Indenture.
Appears in 1 contract
Sources: Indenture (Coastal Paper CO)
Limitation on Liability; Termination, Release and Discharge. (a) Any term or provision of this Indenture to the contrary notwithstanding, the The obligations of each Subsidiary Guarantor hereunder will be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Subsidiary Guarantor (including, without limitationbut not limited to, any Guarantees under the Credit AgreementSenior Indebtedness of a Subsidiary Guarantor) and after giving effect to any collections from or payments made by or on behalf of any other Subsidiary Guarantor in respect of the obligations of such other Subsidiary Guarantor under its Subsidiary Guarantee or pursuant to its contribution obligations under this Indenture, result in the obligations of such Subsidiary Guarantor under its Subsidiary Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal or state law and not otherwise being void or voidable under any similar laws affecting the rights of creditors generallylaw.
(b) The Company shall not permit any Subject to Article IV and Section 3.7, each Subsidiary Guarantor to may consolidate with or merge with into or into any person (other than another Guarantor) and shall not permit the conveyance, transfer sell all or lease of substantially all of its property and assets to the Issuer or another Subsidiary Guarantor without limitation. Subject to Section 3.7 and Article IV, each Subsidiary Guarantor may consolidate with or merge into or sell all or substantially all its assets to a Person other than the Issuer or another Subsidiary Guarantor (whether or not Affiliated with the Subsidiary Guarantor), except that if the surviving Person of any Guarantor unless:
such merger or consolidation is a Subsidiary of the Issuer, such merger, consolidation or sale shall not be permitted unless (i) the resulting, Person formed by or surviving any such consolidation or transferee Person shall be a corporation, partnership, trust or limited liability company organized and existing under the laws of the United States of America, any State of the United States or the District of Columbia and such Person (if not such Guarantor) shall expressly assume, by supplemental indenture, executed and delivered to the Trustee, merger assumes all the obligations of such Guarantor Subsidiary under its the Subsidiary Guarantee pursuant to a supplemental indenture in form and substance reasonably satisfactory to the Trustee in respect of the Securities, this Indenture and the Subsidiary Guarantee;
; (ii) immediately after giving effect to such transaction no covenants under Article III are violated; (and treating any Indebtedness that becomes an obligation of the resulting, surviving or transferee Person or any Subsidiary as a result of such transaction as having been Incurred by such Person or such Subsidiary at the time of iii) immediately after giving effect to such transaction), no Default or Event of Default shall have occurred exists; and be continuing;
(iii) the Company shall have delivered Issuer deliver to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indenture (if any) comply Counsel addressed to the Trustee with this Indenture; or
(iv) respect to the transaction is made in compliance with Section 5.01 (other than clause (c) of Section 5.01)foregoing matters. Upon the sale or disposition of a Subsidiary Guarantor (by merger, consolidation, the sale of its Capital Stock or the sale of all or substantially all of its properties and assets (other than by lease)) and ), whether or not such the Subsidiary Guarantor is the surviving corporation in such transaction transaction, to a Person (whether or not an Affiliate of the Subsidiary Guarantor) which is not the Company Issuer or a SubsidiaryRestricted Subsidiary of the Issuer, which sale or disposition is otherwise in compliance with this Indenture (including, without limitation, Sections 3.4 and 3.7 ), such Subsidiary Guarantor shall will be automatically deemed released from its Subsidiary Guarantee and the related obligations set forth in the indenture; provided, however, that any such termination shall occur only to the extent that all obligations of such Subsidiary Guarantor under all of its guarantees of, and under all of its pledges of assets or other security interests which secure other Indebtedness of the Issuer or any other Restricted Subsidiary will also terminate upon such sale or other disposition; provided, however, that any such termination will occur only to the extent that all obligations of such Subsidiary Guarantor under the Senior Credit Agreement and any other agreements relating to any other Indebtedness of the Issuer or its Restricted Subsidiaries will also terminate upon such release, sale or transfer.
(c) A Subsidiary Guarantor will be deemed released and relieved of its obligations under this Indenture and its Subsidiary Guarantee and without any further action required on the Registration Rights Agreement and part of the Issuer or such Subsidiary Guarantee shall terminate; provided, however, that (1) no Default or Event of Default will have occurred or be continuing or would occur as a consequence of a release of Guarantor upon the obligations designation of such Guarantor; and (2) all the obligations of such Guarantor under the Credit Agreement and related documentation and any other obligations of such Guarantor relating to any Indebtedness of the Company or any Guarantor terminate upon consummation of such transaction.
(c) Each Guarantor shall be deemed released from all its obligations under this Indenture and the Registration Rights Agreement and such Subsidiary Guarantee shall terminate if all the conditions to legal defeasance set forth in Article VIII are satisfied in accordance herewith.
(d) Each Subsidiary Guarantor shall be released from its obligations under this Indenture, its Subsidiary Guarantee and the Registration Rights Agreement if the Company designates such Guarantor as an Unrestricted Subsidiary and such designation complies in accordance with the other applicable provisions terms of this Indenture.
Appears in 1 contract
Sources: Indenture (Nuevo Permian Inc.)
Limitation on Liability; Termination, Release and Discharge. (a) Any term or provision of this Indenture to the contrary notwithstanding, the obligations of each Guarantor hereunder will be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Guarantor (including, without limitation, any Guarantees under the Credit Agreement) and after giving effect to any collections from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its Subsidiary Guarantee or pursuant to its contribution obligations under this Indenture, result in the obligations of such Guarantor under its Subsidiary Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal or state law and not otherwise being void or voidable under any similar laws affecting the rights of creditors generally.
(b) If the Parent Guarantor and the Company merge with each other or consolidate together in a transaction permitted by Article V, then the Parent Guarantee shall automatically be terminated upon the consummation of such merger or consolidation and shall no longer have any effect from such time.
(c) The Company shall not permit any Subsidiary Guarantor to consolidate with or merge with or into any person (other than another Guarantor) and shall not permit the conveyance, transfer or lease of substantially all of the assets of any Subsidiary Guarantor unless:
(i) the resulting, surviving or transferee Person shall be a corporation, partnership, trust or limited liability company organized and existing under the laws of the United States of America, any State of the United States or the District of Columbia and such Person (if not such Subsidiary Guarantor) shall expressly assume, by supplemental indenture, executed and delivered to the Trustee, all the obligations of such Subsidiary Guarantor under its Subsidiary Guarantee;
(ii) immediately after giving effect to such transaction (and treating any Indebtedness that becomes an obligation of the resulting, surviving or transferee Person or any Subsidiary as a result of such transaction as having been Incurred by such Person or such Subsidiary at the time of such transaction), no Default or Event of Default shall have occurred and be continuing;
(iii) the Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indenture (if any) comply with this Indenture; or
(iv) the transaction is made in compliance with Section 5.01 (other than clause (c) of Section 5.01). Upon the sale or disposition of a Subsidiary Guarantor (by merger, consolidation, the sale of its Capital Stock or the sale of all or substantially all of its assets (other than by lease)) and whether or not such the Subsidiary Guarantor is the surviving corporation in such transaction to a Person which is not the Company or a Subsidiary, such Subsidiary Guarantor shall will be automatically released from all its obligations under this Indenture and its Subsidiary Guarantee and the Registration Rights Agreement and such Subsidiary Guarantee shall terminateGuarantee; provided, however, that (1) no Default or Event of Default will have occurred or be continuing or would occur as a consequence of a release of the obligations of such Subsidiary Guarantor; and (2) all the obligations of such Subsidiary Guarantor under the Credit Agreement and related documentation and any other obligations of such Subsidiary Guarantor relating to any other Indebtedness of the Company or any Guarantor its Subsidiaries terminate upon consummation of such transaction.
(cd) Each Subsidiary Guarantor shall be deemed released from all its obligations under this Indenture and the Registration Rights Agreement and such its Subsidiary Guarantee shall terminate if all the conditions to legal defeasance set forth in Article VIII hereof are satisfied in accordance herewith.
(de) Each Subsidiary Guarantor shall be released from its obligations under this Indenture, Indenture and its Subsidiary Guarantee and the Registration Rights Agreement if the Company designates such Subsidiary Guarantor as an Unrestricted Subsidiary and such designation complies with the other applicable provisions of this Indenture.
Appears in 1 contract
Limitation on Liability; Termination, Release and Discharge. (a) Any term or provision of this Indenture to the contrary notwithstanding, the obligations of each Guarantor hereunder will be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Guarantor (including, without limitation, any Guarantees under the Credit Agreement) and after giving effect to any collections from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its Subsidiary Guarantee or pursuant to its contribution obligations under this Indenture, result in the obligations of such Guarantor under its Subsidiary Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal or state law and not otherwise being void or voidable under any similar laws affecting the rights of creditors generally.
(b) The Company shall not permit any Guarantor to consolidate with or merge with or into any person (other than another Guarantor) and shall not permit the conveyance, transfer or lease of substantially all of the assets of any Guarantor unless:
(i) the resulting, surviving or transferee Person shall be a corporation, partnership, trust or limited liability company organized and existing under the laws of the United States of America, any State of the United States or the District of Columbia and such Person (if not such Guarantor) shall expressly assume, by supplemental indenture, executed and delivered to the Trustee, all the obligations of such Guarantor under its Subsidiary Guarantee;
(ii) immediately after giving effect to such transaction (and treating any Indebtedness that becomes an obligation of the resulting, surviving or transferee Person or any Subsidiary as a result of such transaction as having been Incurred by such Person or such Subsidiary at the time of such transaction), no Default or Event of Default shall have occurred and be continuing;
(iii) the Company shall have delivered to the Trustee an Officers’ Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indenture (if any) comply with this Indenture; or
(iv) the transaction is made in compliance with Section 5.01 (other than clause (c) of Section 5.01). Upon the sale or disposition of a Guarantor (by merger, consolidation, the sale of its Capital Stock or the sale of all or substantially all of its assets (other than by lease)) and whether or not such Guarantor is the surviving corporation in such transaction to a Person which is not the Company or a Subsidiary, such Guarantor shall be automatically released from all its obligations under this Indenture and its Subsidiary Guarantee and the Registration Rights Agreement and such Subsidiary Guarantee shall terminate; provided, however, that (1) no Default or Event of Default will have occurred or be continuing or would occur as a consequence of a release of the obligations of such Guarantor; and (2) all the obligations of such Guarantor under the Credit Agreement and related documentation and any other obligations of such Guarantor relating to any Indebtedness of the Company or any Guarantor terminate upon consummation of such transaction.
(c) Each Guarantor shall be deemed released from all its obligations under this Indenture and the Registration Rights Agreement and such Subsidiary Guarantee shall terminate if all the conditions to legal defeasance set forth in Article VIII are satisfied in accordance herewith.
(d) Each Subsidiary Guarantor shall be released from its obligations under this Indenture, its Subsidiary Guarantee and the Registration Rights Agreement if the Company designates such Guarantor as an Unrestricted Subsidiary and such designation complies with the other applicable provisions of this Indenture.
Appears in 1 contract
Sources: Indenture (National CineMedia, LLC)
Limitation on Liability; Termination, Release and Discharge. (a) Any term or provision of this Indenture to the contrary notwithstanding, the obligations of each Guarantor hereunder will be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities that can be hereby guaranteed by each Guarantor with-out rendering the Note Guarantee of such Guarantor (including, without limitation, any Guarantees under the Credit Agreement) and after giving effect to any collections from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its Subsidiary Guarantee or pursuant to its contribution obligations under this Indenture, result in the obligations of such Guarantor under its Subsidiary Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal or state law and not otherwise being void or voidable under any applicable laws relating to fraudulent convey-ance, fraudulent transfer, improper corporate benefit, capital maintenance, fiduciary duties of management, financial assistance or similar laws affecting the rights of creditors generally.
(b) The Company Any limitations on the obligations of any Restricted Subsidiary that becomes a Guarantor after the Issue Date, which are necessary to avoid any of the scenarios contemplated in clause (a) of this Section 10.2, shall not permit be set forth in the supplemental indenture hereto pursuant to which such Guarantor shall accede to this Indenture, and such limitations shall for all purposes have the same effect as if set out in full in this Section 10.2.
(c) Any Note Guarantee of a Subsidiary Guarantor shall be automatically and unconditionally re-leased and discharged upon: (i) any sale or other disposition (including by way of consolidation, amalgamation or merger) of the Capital Stock of such Subsidiary Guarantor to consolidate with after which such Subsidiary Guaran-tor is no longer a Restricted Subsidiary, or merge with any sale or into any person (other than another Guarantor) and shall not permit the conveyance, transfer disposition of all or lease of substantially all of the assets of any Guarantor unless:
(i) the resultingSubsidiary Guarantor, surviving or transferee to a Person shall be a corporation, partnership, trust or limited liability company organized and existing under the laws of the United States of America, any State of the United States or the District of Columbia and such Person (if not such Guarantor) shall expressly assume, by supplemental indenture, executed and delivered other than to the TrusteeIssuer or a Restricted Subsidi-ary, all the obligations of in each case, if such Guarantor under its Subsidiary Guarantee;
(ii) immediately after giving effect to such transaction (and treating any Indebtedness that becomes an obligation of the resulting, surviving sale or transferee Person or any Subsidiary as a result of such transaction as having been Incurred by such Person or such Subsidiary at the time of such transaction), no Default or Event of Default shall have occurred and be continuing;
(iii) the Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indenture (if any) comply with this Indenture; or
(iv) the transaction other disposition is made in compliance with the provisions of this Indenture; (ii) the designation in accordance with this Indenture of the Subsidiary Guarantor as an Unrestricted Subsidiary or the occurrence of any event after which the Subsidiary Guarantor is no longer a Restricted Subsidiary; (iii) defeasance or discharge of the Notes, as provided in Articles VIII or XI; (iv) such Subsidiary Guarantor being released from (A) all of its obligations under all of its Guarantees of payment by the Issuer of any Indebtedness of the Issuer under the Credit Agreement or (B) in the case of a Note Guarantee made by a Subsidiary Guarantor (each, an “Oth-er Guarantee”) as a result of its Guarantee of other Indebtedness of the Issuer or a Guarantor pur-suant to Section 5.01 3.7, the relevant Indebtedness, except in the case of (other than A) or (B), a release as a re-▇▇▇▇ of the repayment in full of the Indebtedness specified in clause (cA) or (B) (it being understood that a release subject to a contingent reinstatement is still considered a release, and if any such In-debtedness of Section 5.01such Subsidiary Guarantor under the Credit Agreement or any Other Guarantee is so reinstated, such Note Guarantee shall also be reinstated). Upon ; or (v) (A) the sale or disposition of a Guarantor (by merger, amalgamation or consolidation of any Subsidiary Guarantor with and into the Issuer or another Subsidiary Guarantor that is the surviving Person in such mer-ger, amalgamation or consolidation, or (B) the sale liquidation or dissolution of its Capital Stock or such Subsidiary Guar-antor following the sale transfer of all or substantially all of its assets (other than by lease)) and whether to the Issuer or not such Guarantor is the surviving corporation in such transaction to a Person which is not the Company or a Subsidiary, such Guarantor shall be automatically released from all its obligations under this Indenture and its Subsidiary Guarantee and the Registration Rights Agreement and such Subsidiary Guarantee shall terminate; provided, however, that (1) no Default or Event of Default will have occurred or be continuing or would occur as a consequence of a release of the obligations of such another Subsidi-ary Guarantor; and (2) all the obligations of such Guarantor under the Credit Agreement and related documentation and any other obligations of such Guarantor relating to any Indebtedness of the Company or any Guarantor terminate upon consummation of such transaction.
(c) Each Guarantor shall be deemed released from all its obligations under this Indenture and the Registration Rights Agreement and such Subsidiary Guarantee shall terminate if all the conditions to legal defeasance set forth in Article VIII are satisfied in accordance herewith.
(d) Each Subsidiary Guarantor shall be released from its obligations under this Indenture, its Subsidiary Guarantee and the Registration Rights Agreement if the Company designates such Guarantor as an Unrestricted Subsidiary and such designation complies with the other applicable provisions of this Indenture.
Appears in 1 contract
Sources: Indenture (Diversey Holdings, Ltd.)
Limitation on Liability; Termination, Release and Discharge. (a) Any term or provision of this Indenture to the contrary notwithstanding, the The obligations of each Subsidiary Guarantor hereunder will shall be limited to the maximum amount as willshall, after giving effect to all other contingent and fixed liabilities of such Subsidiary Guarantor (including, without limitation, any Guarantees guarantees under the Credit Agreement) and after giving effect to any collections from or payments made by or on behalf of any other Subsidiary Guarantor in respect of the obligations of such other Subsidiary Guarantor under its Subsidiary Guarantee or pursuant to its contribution obligations under this IndentureIndenture or as set forth below, result in the obligations of such Subsidiary Guarantor under its Subsidiary Guarantee not constituting a fraudulent conveyance or fraudulent transfer under applicable federal or state law and not otherwise being void or voidable under any similar laws affecting the rights of creditors generally.
(ba) The Company shall not permit A Subsidiary Guarantee by a Subsidiary Guarantor will be automatically and unconditionally released and discharged, and each Subsidiary Guarantor and its obligations under the Subsidiary Guarantee, this Indenture, the Collateral Documents and the Intercreditor Agreement will be released and discharged, upon any Guarantor to consolidate with or merge with or into any person (other than another Guarantor) and shall not permit the conveyancesale, exchange, transfer or lease of substantially all of the assets of any Guarantor unless:
(i) the resulting, surviving or transferee Person shall be a corporation, partnership, trust or limited liability company organized and existing under the laws of the United States of America, any State of the United States or the District of Columbia and such Person (if not such Guarantor) shall expressly assume, by supplemental indenture, executed and delivered to the Trustee, all the obligations of such Guarantor under its Subsidiary Guarantee;
(ii) immediately after giving effect to such transaction (and treating any Indebtedness that becomes an obligation of the resulting, surviving or transferee Person or any Subsidiary as a result of such transaction as having been Incurred by such Person or such Subsidiary at the time of such transaction), no Default or Event of Default shall have occurred and be continuing;
(iii) the Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indenture (if any) comply with this Indenture; or
(iv) the transaction is made in compliance with Section 5.01 (other than clause (c) of Section 5.01). Upon the sale or disposition of a Guarantor (whether by merger, consolidation, consolidation or the sale of its of) the Capital Stock of such Subsidiary Guarantor after which the applicable Subsidiary Guarantor is no longer a Restricted Subsidiary or the sale of all or substantially all of its the assets (other than by lease)) and of such Subsidiary Guarantor, whether or not such Subsidiary Guarantor is the surviving corporation in such transaction to a Person which is not the Company or a Restricted Subsidiary; provided that (x) such sale, exchange, transfer or disposition is made in compliance with this Indenture, including Section 3.7 (it being understood that only such Guarantor shall portion, if any, of the Net Available Cash as is required to be automatically released from all its obligations under applied on or before the date of such release in accordance with the terms of this Indenture needs to be applied in accordance therewith at such time) and its Subsidiary Guarantee and the Registration Rights Agreement and such Subsidiary Guarantee shall terminate; provided, however, that (1) no Default or Event of Default will have occurred or be continuing or would occur as a consequence of a release of the obligations of such Guarantor; Article IV and (2y) all the obligations of such Subsidiary Guarantor under the Credit Agreement and related documentation and any other obligations of such Guarantor relating to any all Indebtedness of the Company or any Guarantor its Restricted Subsidiaries terminate upon consummation of such transaction.
(cb) Each Subsidiary Guarantor shall be deemed released from all its obligations under this Indenture Indenture, its Subsidiary Guarantee, the Collateral Documents to which it is a party and the Registration Rights Agreement Intercreditor Agreement, and such Subsidiary Guarantee shall terminate if all terminate, upon the conditions to legal defeasance set forth or covenant defeasance of the Securities or upon satisfaction and discharge of this Indenture, in each case pursuant to the provisions of Article VIII hereof.
(c) A Subsidiary Guarantee of a Subsidiary Guarantor shall be automatically and unconditionally released and discharged, and the Subsidiary Guarantor and its obligations under this Indenture, the Collateral Documents to which it is a party and the Intercreditor Agreement shall be released and discharged, in the event that such Subsidiary Guarantor is released and discharged from its Guarantee of Indebtedness of the Company and the Subsidiary Guarantors under the Credit Agreement (including by reason of the termination of the Credit Agreement), all other Indebtedness of the Company and its Restricted Subsidiaries and/or the Guarantee that resulted in the obligation of such Subsidiary Guarantor to guarantee the Securities, if such Subsidiary Guarantor would not then otherwise be required to guarantee the Securities pursuant to this Indenture (and treating any Guarantees of such Subsidiary Guarantor that remain outstanding as Incurred at least 30 days prior to such release or discharge), except a discharge or release by or as a result of payment under such Guarantee, this Indenture, the Collateral Documents and the Intercreditor Agreement; provided, that if such Person has Incurred any Indebtedness or issued any Preferred Stock or Disqualified Stock in reliance on its status as a Subsidiary Guarantor under Section 3.3, such Subsidiary Guarantor’s obligations under such Indebtedness, Disqualified Stock or Preferred Stock, as the case may be, so Incurred are satisfied in accordance herewithfull and discharged or are otherwise permitted to be Incurred by a Restricted Subsidiary (other than a Subsidiary Guarantor) under Section 3.3(b).
(d) Each Subsidiary Guarantor shall be released from its obligations under this Indenture, its Subsidiary Guarantee Guarantee, the Collateral Documents to which it is a party and the Registration Rights Intercreditor Agreement if the Company designates such Subsidiary Guarantor as an Unrestricted Subsidiary and such designation complies with the other applicable provisions of this Indenture.
(e) In the case of paragraph (b) above, such Subsidiary Guarantor shall deliver to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for in this Indenture relating to such transaction have been complied with.
(f) The release of a Subsidiary Guarantor from its Subsidiary Guarantee, and its obligations under this Indenture, the Collateral Documents to which it is a party and the Intercreditor Agreement in accordance with the provisions of this Section 11.2 shall not preclude the future applications of Section 3.12 to such Person.
Appears in 1 contract
Sources: Indenture (Nebraska Book Co)
Limitation on Liability; Termination, Release and Discharge. (a) Any term or provision of this Indenture to the contrary notwithstanding, the obligations of each Subsidiary Guarantor hereunder will shall be limited to the maximum amount as willshall, after giving effect to all other contingent and fixed liabilities of such Subsidiary Guarantor (including, without limitation, any Guarantees guarantees under the ABL Credit AgreementFacility) and after giving effect to any collections from or payments made by or on behalf of any other Subsidiary Guarantor in respect of the obligations of such other Subsidiary Guarantor under its Subsidiary Guarantee or pursuant to its contribution obligations under this Indenture, result in the obligations of such Subsidiary Guarantor under its Subsidiary Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal or state law and not otherwise being void or voidable under any similar laws affecting the rights of creditors generally.
(b) The Company Subject to Section 10.02(c), the Issuer shall not permit any Subsidiary Guarantor to consolidate with or merge with or into any person or wind up into (other than another Guarantor) and shall whether or not permit the conveyanceIssuer or such Subsidiary Guarantor is the surviving Person), transfer or lease sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of the assets of its properties or assets, in one or more related transactions, to, any Guarantor Person unless:
(i) such Subsidiary Guarantor is the resultingsurviving Person or the Person formed by or surviving any such consolidation or merger (if other than such Subsidiary Guarantor) or to which such sale, surviving assignment, transfer, lease, conveyance or transferee other disposition shall have been made is a Person shall be a corporation, partnership, trust organized or limited liability company organized and existing under the laws of the United States jurisdiction of Americaorganization of such Subsidiary Guarantor, any State or the laws of the United States or States, any state thereof, the District of Columbia and Columbia, or any territory thereof (such Person Subsidiary Guarantor or such Person, as the case may be, being herein called the “Successor Person”);
(ii) the Successor Person, if not other than such Subsidiary Guarantor) shall , expressly assume, by supplemental indenture, executed and delivered to the Trustee, assumes all the obligations of such Subsidiary Guarantor under its Subsidiary Guarantee;
(ii) immediately after giving effect to such transaction (this Indenture and treating any Indebtedness that becomes an obligation of the resulting, surviving or transferee Person or any Subsidiary as a result of such transaction as having been Incurred by such Person or such Subsidiary at Guarantor’s related Guarantee pursuant to supplemental indentures or other documents or instruments in form reasonably satisfactory to the time of such transaction), no Default or Event of Default shall have occurred and be continuingTrustee;
(iii) immediately after such transaction, no Default exists;
(iv) the Company Issuer shall have delivered to the Trustee an Officers’ Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indenture (indentures, if any) , comply with this Indenture; or
(ivv) the transaction is made in compliance with Section 5.01 (other than clause 3.05.
(c) Subject to the limitations described in this Indenture, the Successor Person shall succeed to, and be substituted for, such Subsidiary Guarantor under this Indenture, such Subsidiary Guarantor’s Guarantee and the Registration Rights Agreement. Notwithstanding the foregoing, any Subsidiary Guarantor may (i) merge into or with or wind up into or transfer all or part of Section 5.01)its properties and assets to a Subsidiary Guarantor or the Issuer or (ii) merge with an Affiliate of the Issuer solely for the purpose of reincorporating or reorganizing the Subsidiary Guarantor in the United States, any state thereof, the District of Columbia or any territory thereof. Upon Notwithstanding the sale foregoing, any Restricted Subsidiary may liquidate or dissolve if the Issuer determines in good faith that such liquidation or dissolution is in the best interests of the Issuer and is not materially disadvantageous to the Holders.
(d) Any Guarantee by a Restricted Subsidiary of the Notes shall be automatically and unconditionally released and discharged upon:
(A) any sale, exchange, disposition of a Guarantor or transfer (by merger, consolidation, merger or otherwise) of (x) the sale of its Capital Stock of such Subsidiary Guarantor, after which the applicable Subsidiary Guarantor is no longer a Restricted Subsidiary, or the sale of (y) all or substantially all the assets of such Subsidiary Guarantor, which sale, exchange, disposition or transfer in each case is made in compliance with the applicable provisions of this Indenture;
(B) the release or discharge of the guarantee by such Subsidiary Guarantor of the ABL Credit Facility or the guarantee which resulted in the creation of such Guarantee, except a discharge or release by or as a result of payment under such guarantee;
(C) the proper designation of any Restricted Subsidiary that is a Subsidiary Guarantor as an Unrestricted Subsidiary in compliance with the applicable provisions of this Indenture; and
(D) the Issuer exercising its assets (other than by lease)) and whether legal defeasance option or not such Guarantor is the surviving corporation covenant defeasance option as described in such transaction to a Person which is not the Company Article 8 or a Subsidiary, such Guarantor shall be automatically released from all if its obligations under this Indenture and its Subsidiary Guarantee and the Registration Rights Agreement and such Subsidiary Guarantee shall terminate; provided, however, that (1) no Default or Event of Default will have occurred or be continuing or would occur as a consequence of a release of the obligations of such Guarantor; and (2) all the obligations of such Guarantor under the Credit Agreement and related documentation and any other obligations of such Guarantor relating to any Indebtedness of the Company or any Guarantor terminate upon consummation of such transactionare discharged in accordance with Article 11.
(cii) Each Guarantor shall be deemed released from all its obligations under this Indenture and the Registration Rights Agreement and such Subsidiary Guarantee shall terminate if all the conditions to legal defeasance set forth in Article VIII are satisfied in accordance herewith.
(d) Each Such Subsidiary Guarantor shall be released from its obligations under this Indenturedelivering to the Trustee an Officer’s Certificate and an Opinion of Counsel, its Subsidiary Guarantee and each stating that all conditions precedent provided for in the Registration Rights Agreement if the Company designates Indenture relating to such Guarantor as an Unrestricted Subsidiary and such designation complies with the other applicable provisions of this Indenturetransaction have been complied with.
Appears in 1 contract
Sources: Indenture (Radioshack Corp)
Limitation on Liability; Termination, Release and Discharge. (a) Any term or provision of this Indenture to the contrary notwithstanding, the obligations of each Subsidiary Guarantor hereunder will shall be limited to the maximum amount as willshall, after giving effect to all other contingent and fixed liabilities of such Subsidiary Guarantor (including, without limitation, any Guarantees guarantees under the Credit Agreementall Debt Facilities) and after giving effect to any collections from or payments made by or on behalf of any other Subsidiary Guarantor in respect of the obligations of such other Subsidiary Guarantor under its Subsidiary Guarantee or pursuant to its contribution obligations under this Indenture, result in the obligations of such Subsidiary Guarantor under its Subsidiary Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal or state law and not otherwise being void or voidable under any similar laws affecting the rights of creditors generally.
(ba) The Company shall not permit A Subsidiary Guarantee by a Subsidiary Guarantor will be automatically and unconditionally released and discharged, and each Subsidiary Guarantor and its obligations under the Subsidiary Guarantee, this Indenture, the Collateral Documents and the Intercreditor Agreement will be released and discharged, upon any Guarantor to consolidate with or merge with or into any person (other than another Guarantor) and shall not permit the conveyancesale, exchange, transfer or lease of substantially all of the assets of any Guarantor unless:
(i) the resulting, surviving or transferee Person shall be a corporation, partnership, trust or limited liability company organized and existing under the laws of the United States of America, any State of the United States or the District of Columbia and such Person (if not such Guarantor) shall expressly assume, by supplemental indenture, executed and delivered to the Trustee, all the obligations of such Guarantor under its Subsidiary Guarantee;
(ii) immediately after giving effect to such transaction (and treating any Indebtedness that becomes an obligation of the resulting, surviving or transferee Person or any Subsidiary as a result of such transaction as having been Incurred by such Person or such Subsidiary at the time of such transaction), no Default or Event of Default shall have occurred and be continuing;
(iii) the Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indenture (if any) comply with this Indenture; or
(iv) the transaction is made in compliance with Section 5.01 (other than clause (c) of Section 5.01). Upon the sale or disposition of a Guarantor (whether by merger, consolidation, consolidation or the sale of its of) the Capital Stock of such Subsidiary Guarantor after which the applicable Subsidiary Guarantor is no longer a Restricted Subsidiary or the sale of all or substantially all of its the assets (other than by lease)) and of such Subsidiary Guarantor, whether or not such Subsidiary Guarantor is the surviving corporation in such transaction to a Person which is not the Company or a Restricted Subsidiary; provided that (x) such sale, exchange, transfer or disposition is made in compliance with the Indenture, including Section 3.8 (it being understood that only such Guarantor shall portion, if any, of the Net Available Cash as is required to be automatically released from all its obligations under applied on or before the date of such release in accordance with the terms of this Indenture needs to be applied in accordance therewith at such time) and its Subsidiary Guarantee and the Registration Rights Agreement and such Subsidiary Guarantee shall terminate; provided, however, that (1) no Default or Event of Default will have occurred or be continuing or would occur as a consequence of a release of the obligations of such Guarantor; Article IV and (2y) all the obligations of such Subsidiary Guarantor under the Credit Agreement and related documentation and any other obligations of such Guarantor relating to any all Indebtedness of the Company or any Guarantor its Restricted Subsidiaries terminate upon consummation of such transaction.
(cb) Each Subsidiary Guarantor shall be deemed released from all its obligations under this Indenture Indenture, its Subsidiary Guarantee, the Collateral Documents to which it is a party and the Registration Rights Agreement Intercreditor Agreement, and such Subsidiary Guarantee shall terminate if all terminate, upon the conditions to legal defeasance set forth or covenant defeasance of the Securities or upon satisfaction and discharge of this Indenture, in each case pursuant to the provisions of Article VIII hereof.
(c) A Subsidiary Guarantee of a Subsidiary Guarantor shall be automatically and unconditionally released and discharged, and the Subsidiary Guarantor and its obligations under this Indenture, the Collateral Documents to which it is a party and the Intercreditor Agreement shall be released and discharged in the event that such Subsidiary Guarantor is released and discharged from its Guarantee of Indebtedness of the Company and the Subsidiary Guarantors under the ABL Facility (including by reason of the termination of the ABL Facility), all other Indebtedness of the Company and its Restricted Subsidiaries and/or the Guarantee that resulted in the obligation of such Subsidiary Guarantor to guarantee the Securities, if such Subsidiary Guarantor would not then otherwise be required to guarantee the Securities pursuant to this Indenture (and treating any Guarantees of such Subsidiary Guarantor that remain outstanding as Incurred at least 30 days prior to such release or discharge), except a discharge or release by or as a result of payment under such Guarantee, this Indenture, the Collateral Documents and the Intercreditor Agreement; provided, that if such Person has Incurred any Indebtedness or issued any Preferred Stock or Disqualified Stock in reliance on its status as a Subsidiary Guarantor under Section 3.3, such Subsidiary Guarantor’s obligations under such Indebtedness, Disqualified Stock or Preferred Stock, as the case may be, so Incurred are satisfied in accordance herewithfull and discharged or are otherwise permitted to be Incurred by a Restricted Subsidiary (other than a Subsidiary Guarantor) under Section 3.3(b).
(d) Each Subsidiary Guarantor shall be released from its obligations under this Indenture, its Subsidiary Guarantee Guarantee, the Collateral Documents to which it is a party and the Registration Rights Intercreditor Agreement if the Company designates such Subsidiary Guarantor as an Unrestricted Subsidiary and such designation complies with the other applicable provisions of this Indenture.
(e) In the case of paragraph (b) above, such Subsidiary Guarantor shall deliver to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for in this Indenture relating to such transaction have been complied with.
(f) The release of a Subsidiary Guarantor from its Subsidiary Guarantee, and its obligations under this Indenture, the Collateral Documents to which it is a party and the Intercreditor Agreement in accordance with the provisions of this Section 10.2 shall not preclude the future applications of Section 3.11 to such Person.
Appears in 1 contract
Sources: Indenture (Brunswick Corp)
Limitation on Liability; Termination, Release and Discharge. (a) Any term or provision of this Indenture to the contrary notwithstanding, the The obligations of each Subsidiary Guarantor hereunder will be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Subsidiary Guarantor (including, without limitation, any Guarantees guarantees under the Senior Credit Agreement) and after giving effect to any collections from or payments made by or on behalf of any other Subsidiary Guarantor in respect of the obligations of such other Subsidiary Guarantor under its Subsidiary Guarantee or pursuant to its contribution obligations under this Indenture, result in the obligations of such Subsidiary Guarantor under its Subsidiary Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal or state law and not otherwise being void or voidable under any similar laws affecting the rights of creditors generallylaw.
(b) The Company shall not permit any Each Subsidiary Guarantor to may consolidate with or merge into or sell its assets to the Company or another Subsidiary Guarantor without limitation. Subject to Article III and Article IV, each Subsidiary Guarantor may consolidate with or merge into any person (or sell all or substantially all its assets to a corporation, partnership or trust other than the Company or another Subsidiary Guarantor (whether or not affiliated with the Subsidiary Guarantor) and ), except that if the surviving corporation of any such merger or consolidation is a Subsidiary of the Company, such merger, consolidation or sale shall not permit the conveyance, transfer or lease of substantially all of the assets of any Guarantor unless:
be permitted unless (i) the resulting, Person formed by or surviving any such consolidation or transferee Person shall be a corporation, partnership, trust or limited liability company organized and existing under the laws of the United States of America, any State of the United States or the District of Columbia and such Person (if not such Guarantor) shall expressly assume, by supplemental indenture, executed and delivered to the Trustee, merger assumes all the obligations of such Guarantor Subsidiary under its the Subsidiary Guarantee pursuant to a supplemental indenture in form and substance reasonably satisfactory to the Trustee in respect of the Securities, this Indenture and the Subsidiary Guarantee;
; (ii) immediately after giving effect to such transaction (and treating any Indebtedness that becomes an obligation of the resulting, surviving or transferee Person or any Subsidiary as a result of such transaction as having been Incurred by such Person or such Subsidiary at the time of such transaction), no Default or Event of Default shall have occurred exists; and be continuing;
(iii) the Company shall have delivered delivers to the Trustee an Officers’ ' Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indenture (if any) comply Counsel addressed to the Trustee with this Indenture; or
(iv) respect to the transaction is made in compliance with Section 5.01 (other than clause (c) of Section 5.01)foregoing matters. Upon the sale or disposition of a Subsidiary Guarantor (by merger, consolidation, the sale of its Capital Stock or the sale of all or substantially all of its assets (other than by leasea vessel charter made in the ordinary course of business)) and whether or not such the Subsidiary Guarantor is the surviving corporation in such transaction to a Person (whether or not an Affiliate of the Subsidiary Guarantor) which is not the Company or a SubsidiaryRestricted Subsidiary of the Company, which sale or disposition is otherwise in compliance with this Indenture (including, without limitation, Sections 3.4, 3.7 and 3.10), such Subsidiary Guarantor shall will be automatically deemed released from all its obligations under this Indenture and its Subsidiary Guarantee and the Registration Rights Agreement and such Subsidiary Guarantee shall will terminate; provided, however, that (1) no Default or Event of Default any such termination will have occurred or be continuing or would occur as a consequence of a release of only to the extent that all obligations of such Guarantor; and (2) all the obligations of such Subsidiary Guarantor under the Senior Credit Agreement and Agreement, related documentation and any other obligations of such Guarantor agreements relating to any other Indebtedness of the Company or any Guarantor its Restricted Subsidiaries will also terminate upon consummation of such transactionrelease, sale or transfer.
(c) Each A Subsidiary Guarantor shall will be deemed released from all its obligations under this Indenture and the Registration Rights Agreement and such Subsidiary Guarantee shall terminate if all the conditions to legal defeasance set forth in Article VIII are satisfied in accordance herewith.
(d) Each Subsidiary Guarantor shall be released from relieved of its obligations under this Indenture, its Subsidiary Guarantee and the Registration Rights Agreement if without any further action required on the part of the Company designates or such Subsidiary Guarantor upon the designation of such Subsidiary Guarantor as an Unrestricted Subsidiary and such designation complies in accordance with the other applicable provisions terms of this Indenture.
Appears in 1 contract
Sources: Indenture (General Maritime Corp/)
Limitation on Liability; Termination, Release and Discharge. (a) Any term or provision of this Indenture to the contrary notwithstanding, the obligations of each Subsidiary Guarantor hereunder will be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Subsidiary Guarantor (including, without limitation, any Guarantees guarantees under the Senior Credit Agreement) and after giving effect to any collections from or payments made by or on behalf of any other Subsidiary Guarantor in respect of the obligations of such other Subsidiary Guarantor under its Subsidiary Guarantee or pursuant to its contribution obligations under this Indenture, result in the obligations of such Subsidiary Guarantor under its Subsidiary Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal or state law and not otherwise being void or voidable under any similar laws affecting the rights of creditors generally.
(b) The Company shall not permit any A Subsidiary Guarantor to consolidate with or merge with or into any person (other than another Guarantor) will be deemed released and shall not permit relieved of its obligations under this Indenture, its Subsidiary Guarantee and the conveyance, transfer or lease of substantially all of the assets of any Guarantor unless:
Registration Rights Agreement (i) the resulting, surviving or transferee Person shall be a corporation, partnership, trust or limited liability company organized and existing under the laws of the United States of America, any State of the United States or the District of Columbia and such Person (if not such Guarantor) shall expressly assume, by supplemental indenture, executed and delivered to the Trustee, all the obligations of such Guarantor under its Subsidiary Guarantee;
(ii) immediately after giving effect to such transaction (and treating any Indebtedness that becomes an obligation of the resulting, surviving or transferee Person or any Subsidiary as a result of such transaction as having been Incurred by such Person or such Subsidiary at the time of such transaction), no Default or Event of Default shall have occurred and be continuing;
(iii) the Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indenture (if any) comply with this Indenture; or
(iv) the transaction is made in compliance with Section 5.01 (other than clause (c) of Section 5.01). Upon upon the sale or disposition of a Guarantor such Subsidiary (by merger, consolidation, the sale of its Capital Stock or the sale of all or substantially all of its assets (other than by leasea vessel charter made in the ordinary course of business)) and whether or not such Guarantor the Subsidiary is the surviving corporation in such transaction to a Person (whether or not an Affiliate of the Subsidiary) which is not the Company or a SubsidiaryRestricted Subsidiary of the Company, such Guarantor shall be automatically released from all its obligations under which sale or disposition is otherwise in compliance with this Indenture (including, without limitation, Sections 3.4, 3.7, 3.10 and its Subsidiary Guarantee and 3.11), (ii) without any further action required on the Registration Rights Agreement and such Subsidiary Guarantee shall terminate; provided, however, that (1) no Default or Event of Default will have occurred or be continuing or would occur as a consequence of a release of the obligations of such Guarantor; and (2) all the obligations of such Guarantor under the Credit Agreement and related documentation and any other obligations of such Guarantor relating to any Indebtedness part of the Company or any Guarantor terminate such Subsidiary upon consummation the designation of such transaction.
(c) Each Guarantor shall be deemed released from all its obligations under this Indenture and the Registration Rights Agreement and such Subsidiary Guarantee shall terminate if all the conditions to legal defeasance set forth in Article VIII are satisfied in accordance herewith.
(d) Each Subsidiary Guarantor shall be released from its obligations under this Indenture, its Subsidiary Guarantee and the Registration Rights Agreement if the Company designates such Guarantor as an Unrestricted Subsidiary and such designation complies in accordance with the other applicable provisions terms of this Indenture; (iii) in the event that the Company notifies the Trustee in writing that such Subsidiary shall no longer constitute a Subsidiary Guarantor, so long as the Company is in compliance with Section 3.11 as determined after giving effect to such Subsidiary ceasing to be a Subsidiary Guarantor; (iv) upon liquidation or dissolution of such Subsidiary; or (v) upon legal or covenant defeasance of the Securities or upon satisfaction or discharge of the Securities as provided in Article VIII. The Company shall give to the Trustee prompt written notice that any such Subsidiary no longer constitutes a Subsidiary Guarantor.
Appears in 1 contract
Limitation on Liability; Termination, Release and Discharge. (a) Any term or provision of this Indenture to the contrary notwithstanding, the The obligations of each Subsidiary Guarantor hereunder will be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Subsidiary Guarantor (including, without limitation, any Guarantees guarantees under the Senior Credit Agreement) and after giving effect to any collections from or payments made by or on behalf of any other Subsidiary Guarantor in respect of the obligations of such other Subsidiary Guarantor under its Subsidiary Guarantee or pursuant to its contribution obligations under this Indenture, result in the obligations of such Subsidiary Guarantor under its Subsidiary Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal or state law and not otherwise being void or voidable under any similar laws affecting the rights of creditors generallylaw.
(b) The Company shall not permit any Each Subsidiary Guarantor to may consolidate with or merge into or sell its assets to the Company or another Subsidiary Guarantor without limitation. Subject to Article III and Article IV, each Subsidiary Guarantor may consolidate with or merge into any person (or sell all or substantially all its assets to a corporation, partnership or trust other than the Company or another Subsidiary Guarantor (whether or not affiliated with the Subsidiary Guarantor) and ), except that if the surviving corporation of any such merger or consolidation is a Subsidiary of the Company, such merger, consolidation or sale shall not permit the conveyance, transfer or lease of substantially all of the assets of any Guarantor unless:
be permitted unless (i) the resulting, Person formed by or surviving any such consolidation or transferee Person shall be a corporation, partnership, trust or limited liability company organized and existing under the laws of the United States of America, any State of the United States or the District of Columbia and such Person (if not such Guarantor) shall expressly assume, by supplemental indenture, executed and delivered to the Trustee, merger assumes all the obligations of such Guarantor Subsidiary under its the Subsidiary Guarantee pursuant to a supplemental indenture in form and substance reasonably satisfactory to the Trustee in respect of the Securities, this Indenture and the Subsidiary Guarantee;
; (ii) immediately after giving effect to such transaction (and treating any Indebtedness that becomes an obligation of the resulting, surviving or transferee Person or any Subsidiary as a result of such transaction as having been Incurred by such Person or such Subsidiary at the time of such transaction), no Default or Event of Default shall have occurred exists; and be continuing;
(iii) the Company shall have delivered delivers to the Trustee an Officers’ ' Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indenture (if any) comply Counsel addressed to the Trustee with this Indenture; or
(iv) respect to the transaction is made in compliance with Section 5.01 (other than clause (c) of Section 5.01)foregoing matters. Upon the sale or disposition of a Subsidiary Guarantor (by merger, consolidation, the sale of its Capital Stock or the sale of all or substantially all of its assets (other than by lease)) and whether or not such the Subsidiary Guarantor is the surviving corporation in such transaction to a Person (whether or not an Affiliate of the Subsidiary Guarantor) which is not the Company or a SubsidiaryRestricted Subsidiary of the Company (other than a Receivables Entity), which sale or disposition is otherwise in compliance with this Indenture (including, without limitation, Sections 3.4, 3.7 and 3.10), such Subsidiary Guarantor shall will be automatically deemed released from all its obligations under this Indenture and its Subsidiary Guarantee and the Registration Rights Agreement and such Subsidiary Guarantee shall will terminate; provided, however, that (1) no Default or Event of Default any such termination will have occurred or be continuing or would occur as a consequence of a release of only to the extent that all obligations of such Guarantor; and (2) all the obligations of such Subsidiary Guarantor under the Senior Credit Agreement and related documentation and any other obligations of such Guarantor agreements relating to any other Indebtedness of the Company or any Guarantor its Restricted Subsidiaries will also terminate upon consummation of such transactionrelease, sale or transfer.
(c) Each Subsidiary Guarantor shall will be deemed released from all its obligations under this Indenture and the Registration Rights Agreement and such Subsidiary Guarantee shall terminate if all the conditions to legal defeasance set forth in Article VIII are satisfied in accordance herewith.
(d) Each Subsidiary Guarantor shall be released from its obligations under this Indenture, its Subsidiary Guarantee and the Registration Rights Agreement and such Subsidiary Guarantee will terminate (i) upon the legal defeasance or covenant defeasance of the Notes pursuant to the provisions of Article VIII hereof; or (ii) upon the release of such Subsidiary Guarantor from its Guarantee of the Company's and other Restricted Subsidiaries' obligations under the Senior Credit Agreement; provided that a Subsidiary Guarantor shall not be released from its Subsidiary Guarantee if (x) it is a borrower under the Senior Credit Agreement, (y) it has Incurred in excess of $2.0 million of Indebtedness that remains outstanding or (z) after giving effect to the release of such Subsidiary Guarantor from its Subsidiary Guarantee the aggregate outstanding Indebtedness of Restricted Subsidiaries that have been released from their respective Subsidiary Guarantees would be in excess of $25.0 million. Notwithstanding the foregoing, a Restricted Subsidiary that previously was released from its Subsidiary Guarantee that becomes an obligor or issues a Guarantee of obligations under the Senior Credit Agreement shall reexecute a Subsidiary Guarantee pursuant to Section 3.12.
(d) A Subsidiary Guarantor will be deemed released and relieved of its obligations under this Indenture and its Subsidiary Guarantee without any further action required on the part of the Company designates or such Subsidiary Guarantor upon the designation of such Subsidiary Guarantor as an Unrestricted Subsidiary and such designation complies in accordance with the other applicable provisions terms of this Indenture.
(e) Notwithstanding the provisions of Section 10.2(c) and (d), ▇▇▇▇▇▇▇ Co-op shall not be permitted to be discharged from its Subsidiary Guarantee except in the event all other Subsidiary Guarantors have been released from their respective Subsidiary Guarantees.
Appears in 1 contract
Sources: Indenture (Russell Corp)
Limitation on Liability; Termination, Release and Discharge. (a) Any term or provision of this Indenture to the contrary notwithstanding, with respect to each series of First Lien Notes, the obligations of each of the Parent Guarantor and the other Guarantors hereunder will be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Parent Guarantor (including, without limitation, any Guarantees under and the Credit Agreement) other Guarantors and after giving effect to any collections from or payments made by or on behalf of any other Parent Guarantor and the other Guarantors in respect of the obligations of such other Parent Guarantor or Guarantors under its Subsidiary First Lien Note Guarantee in respect of such series of First Lien Notes or pursuant to its contribution obligations under this Indenture, result in the obligations of such Parent Guarantor or Guarantors under its Subsidiary such First Lien Note Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal federal, foreign or state law and not otherwise being void or voidable under any similar laws affecting the rights of creditors generally.
(ba) The Company With respect to each series of First Lien Notes, any First Lien Note Guarantee of a Subsidiary Guarantor in respect of such series of First Lien Notes shall not permit any Guarantor to consolidate be automatically and unconditionally released and discharged:
(1) if, in compliance with the terms and provisions of this Indenture, (i) all or merge with or into any person (other than another Guarantor) and shall not permit the conveyance, transfer or lease of substantially all of the assets Equity Interests or property of any Subsidiary Guarantor unless:
are sold or otherwise transferred to a person or persons that is not the Issuer or a Guarantor (i) the resulting, surviving or transferee a Person shall be that is required to become a corporation, partnership, trust or limited liability company organized and existing under the laws of the United States of America, any State of the United States or the District of Columbia and such Person (if not such Guarantor) shall expressly assume, by supplemental indenture, executed and delivered to the Trustee, all the obligations of such Guarantor under its Subsidiary Guarantee;
(ii) immediately after giving effect to such transaction (and treating any Indebtedness that becomes an obligation of the resulting, surviving or transferee Person or any Subsidiary as a result of such transaction sale or other transfer) or (ii) any Subsidiary Guarantor becomes an Excluded Subsidiary; provided that such Subsidiary Guarantee shall not terminate as having been Incurred by a result of such Person or such becoming an Excluded Subsidiary unless at the time of such transaction)Subsidiary Guarantor becomes an Excluded Subsidiary, (1) no Default or Event of Default shall have occurred and be continuing;, (2) if such Guarantor became an Excluded Subsidiary as a result of such Person becoming a non-wholly owned Subsidiary of the Parent Guarantor, a Foreign Subsidiary that is a “controlled foreign corporation” within the meaning of Section 957 of the Code, a FSHCO or a Subsidiary of a Foreign Subsidiary that is a “controlled foreign corporation” within the meaning of Section 957 of the Code or a FSHCO, the primary purpose of the transaction by which such Subsidiary Guarantor became an Excluded Subsidiary was not to evade the obligations under the Subsidiary Guarantee and was consummated on an arms’ length basis with an unaffiliated third-party and (3) at the time of such release (after giving effect thereto), all outstanding Indebtedness of, and Investments in, such Subsidiary Guarantor would then be permitted to be made in accordance with the relevant provisions under SECTION 3.2 and SECTION 3.3 (with the Issuer being required to reclassify any such items in reliance upon the respective Subsidiary being a Subsidiary Guarantor on another basis as would be permitted by the applicable covenant),
(iii2) upon defeasance or discharge of the Company shall have delivered to the Trustee an Officers’ Certificate First Lien Notes of such series, as provided in ARTICLE VIII and an Opinion of CounselARTICLE XI, each stating that such consolidation, merger or transfer and such supplemental indenture (if any) comply with this Indenture; or
(iv3) upon the transaction is made merger, amalgamation or consolidation of any Subsidiary Guarantor with and into the Issuer or another Guarantor or upon the liquidation of such Subsidiary Guarantor, in each case, in compliance with Section 5.01 (other than clause (c) of Section 5.01). Upon the sale or disposition of a Guarantor (by merger, consolidation, the sale of its Capital Stock or the sale of all or substantially all of its assets (other than by lease)) and whether or not such Guarantor is the surviving corporation in such transaction to a Person which is not the Company or a Subsidiary, such Guarantor shall be automatically released from all its obligations under this Indenture and its Subsidiary Guarantee and the Registration Rights Agreement and such Subsidiary Guarantee shall terminate; provided, however, that (1) no Default or Event of Default will have occurred or be continuing or would occur as a consequence of a release of the obligations of such Guarantor; and (2) all the obligations of such Guarantor under the Credit Agreement and related documentation and any other obligations of such Guarantor relating to any Indebtedness of the Company or any Guarantor terminate upon consummation of such transaction.
(c) Each Guarantor shall be deemed released from all its obligations under this Indenture and the Registration Rights Agreement and such Subsidiary Guarantee shall terminate if all the conditions to legal defeasance set forth in Article VIII are satisfied in accordance herewith.
(d) Each Subsidiary Guarantor shall be released from its obligations under this Indenture, its Subsidiary Guarantee and the Registration Rights Agreement if the Company designates such Guarantor as an Unrestricted Subsidiary and such designation complies with the other applicable provisions of this Indenture.
Appears in 1 contract
Sources: Indenture (iHeartMedia, Inc.)
Limitation on Liability; Termination, Release and Discharge. (a) Any term or provision of this Indenture to the contrary notwithstanding, the obligations of each Guarantor hereunder will be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Guarantor (including, without limitation, any 56 Guarantees under the Credit AgreementFacility) and after giving effect to any collections from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its Subsidiary Guarantee or pursuant to its contribution obligations under this Indenture, result in the obligations of such Guarantor under its Subsidiary Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal or state law and not otherwise being void or voidable under any similar laws affecting the rights of creditors generally.
(b) The In addition, the Company shall not permit any Guarantor to consolidate with or merge with or into any person (other than another Guarantor) and shall not permit the conveyance, transfer or lease of substantially all of the assets of any Guarantor unlessUNLESS:
(i1) the resulting, surviving or transferee Person shall be a corporation, partnership, trust or limited liability company organized and existing under the laws of the United States of America, any State of the United States or the District of Columbia and such Person (if not such Guarantor) shall expressly assume, by supplemental indenture, executed and delivered to the Trustee, all the obligations of such Guarantor under its Subsidiary Guarantee;
(ii2) immediately after giving effect to such transaction (and treating any Indebtedness that becomes an obligation of the resulting, surviving or transferee Person or any Subsidiary as a result of such transaction as having been Incurred by such Person or such Subsidiary at the time of such transaction), no Default or Event of Default shall have occurred and be continuing;
(iii3) the Company shall have delivered to the Trustee an Officers’ ' Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indenture (if any) comply with this Indenture; or
(iv4) the transaction is made in compliance with Section 5.01 (other than clause (c) of Section 5.01). Upon the sale or disposition of a Guarantor (by merger, consolidation, the sale of its Capital Stock or the sale of all or substantially all of its assets (other than by lease)) and whether or not such the Guarantor is the surviving corporation in such transaction to a Person which is not the Company or a Subsidiary, such Guarantor shall will be automatically released from all its obligations under this Indenture and its Subsidiary Guarantee and the Registration Rights Agreement and such Subsidiary Guarantee shall will terminate; providedPROVIDED, howeverHOWEVER, that (1) no Default the sale or Event of Default will have occurred or be continuing or would occur as a consequence of a release of the obligations of such Guarantorother disposition is in compliance with this Indenture, including Section 5.01 (other than clause (c) thereof); and (2) all the obligations of such Guarantor under the Credit Agreement Facility and related documentation and any other obligations of such Guarantor relating to any other Indebtedness of the Company or any Guarantor its Subsidiaries terminate upon consummation of such transaction.. 57
(c) Each Guarantor shall be deemed released from all its obligations under this Indenture and the Registration Rights Agreement and such Subsidiary Guarantee shall terminate if all upon the conditions to legal defeasance set forth in of the Securities pursuant to the provisions of Article VIII are satisfied in accordance herewithEight hereof.
(d) Each Subsidiary Guarantor shall be released from its obligations under this Indenture, its Subsidiary Guarantee and the Registration Rights Agreement if the Company designates such Guarantor as an Unrestricted Subsidiary and such designation complies with the other applicable provisions of this Indenture.
Appears in 1 contract
Sources: Indenture (Amc Entertainment Inc)
Limitation on Liability; Termination, Release and Discharge. (a) Any term or provision of this Indenture to the contrary notwithstanding, the obligations of each Subsidiary Guarantor hereunder will be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Subsidiary Guarantor (including, without limitation, including any Guarantees under the Credit AgreementFacilities) and after giving effect to any collections from or payments made by or on behalf of any other Subsidiary Guarantor in respect of the obligations Obligations of such other Subsidiary Guarantor under its Subsidiary Guarantee or pursuant to its contribution obligations Obligations under this Indenture, result in the obligations Obligations of such Subsidiary Guarantor under its Subsidiary Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal Federal or state law and not otherwise being void or voidable under any similar laws affecting the rights of creditors generally.
(b) The Company shall not permit After the Separation Date, each Subsidiary Guarantee by a Subsidiary Guarantor will be released and discharged without the consent of any Guarantor to consolidate Holders in accordance with the following:
(1) in connection with any sale or merge with other disposition of all or into any person (other than another Guarantor) and shall not permit the conveyance, transfer or lease of substantially all of the assets of any that Subsidiary Guarantor unless:
(iincluding by way of merger or consolidation) the resulting, surviving to a Person that is not (either before or transferee Person shall be a corporation, partnership, trust or limited liability company organized and existing under the laws of the United States of America, any State of the United States or the District of Columbia and such Person (if not such Guarantor) shall expressly assume, by supplemental indenture, executed and delivered to the Trustee, all the obligations of such Guarantor under its Subsidiary Guarantee;
(ii) immediately after giving effect to such transaction (and treating any Indebtedness that becomes an obligation transaction) the Company or a Restricted Subsidiary, if the sale or other disposition as of the resulting, surviving or transferee Person or any Subsidiary as a result of such transaction as having been Incurred by such Person or such Subsidiary at the time of such transaction), no Default or Event of Default shall have occurred and be continuingdisposition does not violate Section 3.5;
(iii2) in connection with any sale or other disposition of such amount of Capital Stock of that Subsidiary Guarantor to a Person that is not (either before or after giving effect to such transaction) the Company shall have delivered or a Restricted Subsidiary of the Company, if such sale or other disposition does not violate Section 3.5 and the Subsidiary Guarantor ceases to be a Restricted Subsidiary of the Company as a result thereof;
(3) (i) if the Company designates that Subsidiary Guarantor as an Unrestricted Subsidiary in accordance with Section 3.15 or (ii) if such Subsidiary Guarantor becomes an Excluded Subsidiary;
(4) upon legal defeasance or covenant defeasance pursuant to Article VIII;
(5) at such time as such Subsidiary Guarantor becomes an Immaterial Subsidiary of the Company; or
(6) as provided in Section 3.11. Upon the Company’s request and at its expense, the Trustee will provide evidence of the release of any Subsidiary Guarantee, provided the Company delivers to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indenture (if any) comply with all conditions precedent provided for in this Indenture; or
(iv) Section 10.2 relating to the transaction is made in compliance with Section 5.01 (other than clause (c) release of Section 5.01). Upon the sale or disposition of a Guarantor (by merger, consolidation, the sale of its Capital Stock or the sale of all or substantially all of its assets (other than by lease)) and whether or not such Guarantor is the surviving corporation in such transaction to a Person which is not the Company or a Subsidiary, such Guarantor shall be automatically released from all its obligations under this Indenture and its Subsidiary Guarantee and the Registration Rights Agreement and such Subsidiary Guarantee shall terminate; provided, however, that (1) no Default or Event of Default have been complied with. Any released Subsidiary Guarantor will have occurred or be continuing or would occur as again provide a consequence of a release of the obligations of such Guarantor; and (2) all the obligations of such Guarantor under the Credit Agreement and related documentation and any other obligations of such Guarantor relating to any Indebtedness of the Company or any Guarantor terminate upon consummation of such transaction.
(c) Each Guarantor shall be deemed released from all its obligations under this Indenture and the Registration Rights Agreement and such Subsidiary Guarantee shall terminate if all the conditions required to legal defeasance set forth in Article VIII are satisfied in accordance herewithdo so pursuant to Section 3.11.
(d) Each Subsidiary Guarantor shall be released from its obligations under this Indenture, its Subsidiary Guarantee and the Registration Rights Agreement if the Company designates such Guarantor as an Unrestricted Subsidiary and such designation complies with the other applicable provisions of this Indenture.
Appears in 1 contract
Sources: Indenture (CONSOL Mining Corp)
Limitation on Liability; Termination, Release and Discharge. (a) Any term or provision of this Indenture to the contrary notwithstanding, the obligations of each Guarantor hereunder will be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Guarantor (including, without limitation, any Guarantees guarantees under the Credit AgreementABL Facility) and after giving effect to any collections from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its Subsidiary Note Guarantee or pursuant to its contribution obligations under this Indenture, result in the obligations of such Guarantor under its Subsidiary Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal or state law and not otherwise being void or voidable under any similar laws affecting the rights of creditors generally.
(b) The Company shall Subject to Section 10.2(c), each Subsidiary Guarantor will not, and the Issuer will not permit any Subsidiary Guarantor to to, (1) consolidate with or merge with or into any person or wind up into (other than another Guarantorwhether or not such Subsidiary Guarantor is the surviving entity), or (2) and shall not permit the conveyancesell, transfer assign, transfer, convey, lease, or lease otherwise dispose of all or substantially all of its properties and assets, in one or more related transactions, other than to the assets of any Issuer or another Subsidiary Guarantor unless:
(i) the resulting, surviving or transferee Person shall be a corporation, partnership, trust or limited liability company organized and existing under the laws of the United States of America, any State of the United States or the District of Columbia and such Person (if not such Guarantor) shall expressly assume, by supplemental indenture, executed and delivered to the Trustee, all the obligations of such Guarantor under its Subsidiary Guarantee;
(ii) immediately after giving effect to such that transaction (and treating any Indebtedness that which becomes an obligation of the resulting, surviving or transferee Person or any Restricted Subsidiary as a result of such transaction as having been Incurred incurred by such the surviving Person or such Restricted Subsidiary at the time of such transaction), no Default or Event of Default shall have occurred and be continuingexists;
(iiiii) (A) the Company shall have delivered to Person acquiring the Trustee an Officers’ Certificate and an Opinion of Counselproperty in any such sale, each stating that assignment, transfer, conveyance, lease or disposition or the Person formed by or surviving any such consolidation, consolidation or merger or transfer and such supplemental indenture (if any) comply with this Indenture; or
(iv) the transaction is made in compliance with Section 5.01 (other than clause (c) of Section 5.01the Subsidiary Guarantor). Upon the sale or disposition of a Guarantor (by merger, consolidation, the sale of its Capital Stock or the sale of all or substantially all of its assets (other than by lease)) and whether or not such Guarantor is the surviving corporation in such transaction to a Person which is not the Company or a Subsidiary, such Guarantor shall be automatically released from all its obligations under this Indenture and its Subsidiary Guarantee and the Registration Rights Agreement and such Subsidiary Guarantee shall terminate; provided, however, that
(1) no Default is organized or Event existing under the laws of Default will have occurred the United States, any state thereof or be continuing or would occur as a consequence the District of Columbia (provided that the provisions described in this clause (1) shall not apply if such Subsidiary Guarantor is organized under the laws of a release jurisdiction other than the United States, any state thereof or the District of the obligations of such Guarantor; Columbia) and (2) assumes all the obligations of such Guarantor under the Credit Agreement and related documentation and any other obligations of such Guarantor relating to any Indebtedness of the Company or any Guarantor terminate upon consummation of such transaction.
(c) Each Guarantor shall be deemed released from all its obligations under this Indenture and the Registration Rights Agreement and such Subsidiary Guarantee shall terminate if all the conditions to legal defeasance set forth in Article VIII are satisfied in accordance herewith.
(d) Each that Subsidiary Guarantor shall be released from its obligations under this Indenture, its Subsidiary Guarantee and Guarantee, the Registration Rights Agreement if and the Company designates Security Documents related to the Notes pursuant to a supplemental indenture satisfactory to the Trustee and (3) shall cause such Guarantor amendments, supplements or other instruments to be executed, filed, and recorded in such jurisdictions as an Unrestricted Subsidiary may be required by applicable law to preserve and protect the Lien on the Collateral owned by or transferred to the surviving Person, together with such designation complies with financing statements or comparable documents as may be required to perfect any security interests in such Collateral which may be perfected by the filing of a financing statement or a similar document under the Uniform Commercial Code or other applicable provisions similar statute or regulation of this Indenture.the relevant states or jurisdictions; and
Appears in 1 contract
Sources: Indenture (Northern Tier Energy LLC)
Limitation on Liability; Termination, Release and Discharge. (a) Any term or provision of this Indenture to the contrary notwithstanding, the obligations of each Subsidiary Guarantor hereunder will be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Subsidiary Guarantor (including, without limitation, any Guarantees guarantees under the Credit Agreementall Debt Facilities) and after giving effect to any collections from or payments made by or on behalf of any other Subsidiary Guarantor in respect of the obligations of such other Subsidiary Guarantor under its Subsidiary Guarantee or pursuant to its contribution obligations under this Indenture, result in the obligations of such Subsidiary Guarantor under its Subsidiary Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal or state law and not otherwise being void or voidable under any similar laws affecting the rights of creditors generally.
(b) The Company shall not permit any Guarantor to consolidate with or merge with or into any person (other than another Guarantor) and shall not permit the conveyance, transfer or lease of substantially all of the assets of any Guarantor unless:
(i) the resulting, surviving or transferee Person shall be a corporation, partnership, trust or limited liability company organized and existing under the laws of the United States of America, any State of the United States or the District of Columbia and such Person (if not such Guarantor) shall expressly assume, by supplemental indenture, executed and delivered to the Trustee, all the obligations of such Guarantor under its Subsidiary Guarantee;
(ii) immediately after giving effect to such transaction (and treating any Indebtedness that becomes an obligation of the resulting, surviving or transferee Person or any Subsidiary as a result of such transaction as having been Incurred by such Person or such Subsidiary at the time of such transaction), no Default or Event of Default shall have occurred and be continuing;
(iii) the Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indenture (if any) comply with this Indenture; or
(iv) the transaction is made in compliance with Section 5.01 (other than clause (c) of Section 5.01). Upon the sale or disposition of a Subsidiary Guarantor (by merger, consolidation, the sale of its Capital Stock or the sale of all or substantially all of its assets (other than by lease)) and whether or not such the Subsidiary Guarantor is the surviving corporation in such transaction transaction, to a Person which is not the Company or a Restricted Subsidiary, such Subsidiary Guarantor shall will be automatically and unconditionally released from all its obligations under this Indenture and its Subsidiary Guarantee Guarantee, the Collateral Documents to which it is a party and the Registration Rights Agreement and Intercreditor Agreements, such Subsidiary Guarantee will terminate and the Liens, if any, on the Collateral pledged by such Subsidiary Guarantor pursuant to the Collateral Documents shall terminate; providedbe released with respect to the Securities if (x) the sale or other disposition is in compliance with this Indenture, however, including Section 3.7 (it being understood that (1) no Default or Event of Default will have occurred or be continuing or would occur as a consequence of a release only such portion of the obligations Net Available Cash as is required to be applied on or before the date of such Guarantor; release in accordance with the terms of this Indenture needs to be applied in accordance therewith at such time), Section 3.10 and Section 4.2 and (2y) all the obligations of such Subsidiary Guarantor under the Credit Agreement all Debt Facilities and related documentation and any other obligations of such Guarantor agreements relating to any other Indebtedness of the Company or any Guarantor its Restricted Subsidiaries terminate upon consummation of such transaction.
(c) Each Subsidiary Guarantor shall will be deemed released from all its obligations under this Indenture Indenture, its Subsidiary Guarantee, the Collateral Documents to which it is a party and the Registration Rights Agreement Intercreditor Agreements, and such Subsidiary Guarantee shall terminate if all will terminate, upon the conditions to legal defeasance set forth of the Securities or upon satisfaction and discharge of this Indenture, in each case pursuant to the provisions of Article VIII are satisfied in accordance herewithhereof.
(d) In the event that a Subsidiary Guarantor is released and discharged in full from all of its obligations under its Guarantees of the ABL Credit Facility and all other Indebtedness of the Company and its Restricted Subsidiaries and such Subsidiary Guarantor has not Incurred any Indebtedness in reliance on its status as a Subsidiary Guarantor under Section 3.3 or such Subsidiary Guarantor’s obligations under such Indebtedness are satisfied in full and discharged or are otherwise permitted to be Incurred by a Restricted Subsidiary (other than a Subsidiary Guarantor) under Section 3.3(b) then the Subsidiary Guarantee of such Subsidiary Guarantor shall be automatically and unconditionally released or discharged from its obligations under its Subsidiary Guarantee (subject to the future application of Section 3.12).
(e) Each Subsidiary Guarantor shall will be released from its obligations under this Indenture, its Subsidiary Guarantee Guarantee, the Collateral Documents to which it is a party and the Registration Rights Agreement Intercreditor Agreements if the Company designates such Subsidiary Guarantor as an Unrestricted Subsidiary and such designation complies with the other applicable provisions of this Indenture.
Appears in 1 contract
Sources: Indenture (Smithfield Foods Inc)
Limitation on Liability; Termination, Release and Discharge. (a) Any term or provision of this Indenture to the contrary notwithstanding, the The obligations of each Subsidiary Guarantor hereunder will be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Subsidiary Guarantor (including, without limitation, any Guarantees guarantees under the First Lien Secured Credit AgreementFacility) and after giving effect to any collections from or payments made by or on behalf of any other Subsidiary Guarantor in respect of the obligations of such other Subsidiary Guarantor under its Subsidiary Guarantee or pursuant to its contribution obligations under this Indenture, result in the obligations of such Subsidiary Guarantor under its Subsidiary Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal or state law and not otherwise being void or voidable under any similar laws affecting the rights of creditors generally.
(b) The Company shall not permit any law. Each Subsidiary Guarantor to may consolidate with or merge into or sell its assets to the Company or another Subsidiary Guarantor without limitation. Subject to Article III and Article IV, each Subsidiary Guarantor may consolidate with or merge into any person (or sell all or substantially all its assets to a corporation, partnership or trust other than the Company or another Subsidiary Guarantor (whether or not affiliated with the Subsidiary Guarantor) and ), except that if the surviving corporation of any such merger or consolidation is a Subsidiary of the Company, such merger, consolidation or sale shall not permit the conveyance, transfer or lease of substantially all of the assets of any Guarantor unless:
be permitted unless (i) the resulting, Person formed by or surviving any such consolidation or transferee Person shall be a corporation, partnership, trust or limited liability company organized and existing under the laws of the United States of America, any State of the United States or the District of Columbia and such Person (if not such Guarantor) shall expressly assume, by supplemental indenture, executed and delivered to the Trustee, merger assumes all the obligations of such Guarantor Subsidiary under its the Subsidiary Guarantee pursuant to a supplemental indenture in form and substance reasonably satisfactory to the Trustee in respect of the Securities, this Indenture and the Subsidiary Guarantee;
, (ii) immediately after giving effect to such transaction (and treating any Indebtedness that becomes an obligation of the resulting, surviving or transferee Person or any Subsidiary as a result of such transaction as having been Incurred by such Person or such Subsidiary at the time of such transaction), no Default or Event of Default shall have occurred exists; and be continuing;
(iii) the Company shall have delivered delivers to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indenture (if any) comply Counsel addressed to the Trustee with this Indenture; or
(iv) respect to the transaction is made in compliance with Section 5.01 (other than clause (c) of Section 5.01)foregoing matters. Upon the sale or disposition of a Subsidiary Guarantor (by merger, consolidation, the sale of its Capital Stock capital stock or the sale of all or substantially all of its assets (other than by lease)) and whether or not such the Subsidiary Guarantor is the surviving corporation in such transaction to a Person (whether or not an Affiliate of the Subsidiary Guarantor) which is not the Company or a SubsidiaryRestricted Subsidiary of the Company, which sale or disposition is otherwise in compliance with this Indenture (including Sections 3.14 and 3.19), such Subsidiary Guarantor shall will be automatically deemed released from all its obligations under this Indenture and its Subsidiary Guarantee and the Registration Rights Agreement and such Subsidiary Guarantee shall will terminate; provided, however, that (1) no Default or Event of Default any such termination will have occurred or be continuing or would occur as a consequence of a release of only to the extent that all obligations of such Guarantor; and (2) all the obligations of such Subsidiary Guarantor under the First Lien Secured Credit Agreement Facility and related documentation all of its guarantees of, and under all of its pledges of assets or other security interests which secure, any other obligations of such Guarantor relating to any Indebtedness of the Company or any Guarantor its Restricted Subsidiaries will also terminate upon consummation of such transaction.
(c) Each release, sale or transfer. A Subsidiary Guarantor shall will be deemed released from all and relieved of its obligations under this Indenture and the Registration Rights Agreement and such Subsidiary Guarantee shall terminate if all the conditions to legal defeasance set forth in Article VIII are satisfied in accordance herewith.
(d) Each Subsidiary Guarantor shall be released from its obligations under this Indenture, its Subsidiary Guarantee and without any further action required on the Registration Rights Agreement if part of the Company designates or such Subsidiary Guarantor upon the designation of such Subsidiary Guarantor as an Unrestricted Subsidiary and such designation complies in accordance with the other applicable provisions terms of this Indenture.
Appears in 1 contract
Sources: Indenture (Callon Petroleum Co)
Limitation on Liability; Termination, Release and Discharge. (a) Any term or provision of this Indenture to the contrary notwithstanding, the obligations of each Subsidiary Guarantor hereunder will be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Subsidiary Guarantor (including, without limitation, any Guarantees guarantees under the Revolving Credit AgreementFacility) and after giving effect to any collections from or payments made by or on behalf of any other Subsidiary Guarantor in respect of the obligations of such other Subsidiary Guarantor under its Subsidiary Guarantee or pursuant to its contribution obligations under this Indenture, result in the obligations of such Subsidiary Guarantor under its Subsidiary Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal or state law and not otherwise being void or voidable under any similar laws affecting the rights of creditors generally.
(b) The Company shall will not permit any Subsidiary Guarantor to consolidate with or merge with or into any person Person (other than the Company or another Subsidiary Guarantor) and shall not permit the conveyance), or convey, transfer or lease of all or substantially all of the assets of any Subsidiary Guarantor (other than to the Company or another Subsidiary Guarantor), unless:
(i1) (A) if such entity remains a Subsidiary Guarantor, the resulting, surviving or transferee Person shall will be a corporation, partnership, trust or limited liability company organized and existing under the laws of the United States of America, any State of the United States or the District of Columbia and such Person Columbia; (if not such Guarantor) shall expressly assume, by supplemental indenture, executed and delivered to the Trustee, all the obligations of such Guarantor under its Subsidiary Guarantee;
(iiB) immediately after giving effect to such transaction (and treating any Indebtedness that becomes an obligation of the resulting, surviving or transferee Person or any Restricted Subsidiary as a result of such transaction as having been Incurred by such Person or such Restricted Subsidiary at the time of such transaction), no Default or of Event of Default shall have occurred and be continuing;
; (iiiC) the resulting, surviving or transferee Person (if not such Subsidiary Guarantor) assumes all the obligations of such Subsidiary Guarantor pursuant to a supplemental indenture in form and substance reasonably satisfactory to the Trustee under the Securities, this Indenture, the Collateral Documents and the Registration Rights Agreement and shall cause such amendments, supplements or other instruments to be executed, filed and recorded in such jurisdictions as may be required by applicable law to preserve and protect the Lien on the Collateral pledged by or transferred to the surviving entity, together with such financing statements or comparable documents as may be required to perfect any security interest in such Collateral which may be perfected by the filing of a financing statement or similar document under the Uniform Commercial Code or other similar statute or regulation of the relevant states or jurisdictions in each case in a form reasonably satisfactory to the Trustee; and (D) the Company shall will have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indenture (if any) comply with this Indenture; orand
(iv2) the transaction is made in compliance with Section 5.01 3.5 (other than clause (c) it being understood that only such portion of the Net Available Cash as is required to be applied on the date of such transaction in accordance with the terms of this Indenture needs to be applied in accordance therewith at such time), Section 5.01)3.9 and this Section 10.2. Upon the sale or disposition of a Subsidiary Guarantor (by merger, consolidation, the sale of its Capital Stock or the sale of all or substantially all of its assets (other than by lease)) and whether or not such the Subsidiary Guarantor is the surviving corporation in such transaction transaction, to a Person which is not the Company or a Restricted Subsidiary, such Subsidiary Guarantor shall will be automatically released from all its obligations under this Indenture and its Subsidiary Guarantee and Guarantee, the Registration Rights Agreement and the Collateral Documents to which it is a party, such Subsidiary Guarantee will terminate and the Liens, if any, on the Collateral pledged by such Subsidiary Guarantor pursuant to the Collateral Documents shall terminate; providedbe released with respect to the Securities if (x) the sale or other disposition is in compliance with this Indenture, however, including Section 3.5 (it being understood that (1) no Default or Event of Default will have occurred or be continuing or would occur as a consequence of a release only such portion of the obligations Net Available Cash as is required to be applied on the date of such Guarantor; transaction in accordance with the terms of this Indenture needs to be applied in accordance therewith at such time), Section 3.9 and this Section 10.2 and (2y) all the obligations of such Subsidiary Guarantor under the all Credit Agreement Facilities and related documentation and any other obligations of such Guarantor agreements relating to any other Indebtedness of the Company or any Guarantor its Restricted Subsidiaries (other than such Subsidiary Guarantor) terminate upon consummation of such transaction.
(c) Each Subsidiary Guarantor shall will be deemed released from all its obligations under this Indenture and Indenture, its Subsidiary Guarantee, the Registration Rights Agreement and the Collateral Documents to which it is a party, and such Subsidiary Guarantee shall terminate if all will terminate, upon the conditions to legal defeasance set forth of the Securities or upon satisfaction and discharge of this Indenture, in each case pursuant to the provisions of Article VIII are satisfied in accordance herewithhereof.
(d) Each Subsidiary Guarantor shall will be released from its obligations under this Indenture, its Subsidiary Guarantee and Guarantee, the Registration Rights Agreement and the Collateral Documents to which it is a party if the Company designates such Subsidiary Guarantor as an Unrestricted Subsidiary and such designation complies with the other applicable provisions of this Indenture.
Appears in 1 contract
Limitation on Liability; Termination, Release and Discharge. (a) Any term or provision of this Indenture to the contrary notwithstanding, the obligations of each Subsidiary Guarantor hereunder will shall be limited to the maximum amount as willshall, after giving effect to all other contingent and fixed liabilities of such Subsidiary Guarantor (including, without limitation, any Guarantees guarantees under the Credit Agreementany Debt Facility) and after giving effect to any collections from or payments made by or on behalf of any other Subsidiary Guarantor in respect of the obligations of such other Subsidiary Guarantor under its Subsidiary Guarantee or pursuant to its contribution obligations under this Indenture, result in the obligations of such Subsidiary Guarantor under its Subsidiary Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal or state law and not otherwise being void or voidable under any similar laws affecting the rights of creditors generally.
(ba) The Company shall not permit A Subsidiary Guarantee by a Subsidiary Guarantor will be automatically and unconditionally released and discharged, and each Subsidiary Guarantor and its obligations under the Subsidiary Guarantee will be released and discharged, upon any Guarantor to consolidate with or merge with or into any person (other than another Guarantor) and shall not permit the conveyancesale, exchange, transfer or lease of substantially all of the assets of any Guarantor unless:
(i) the resulting, surviving or transferee Person shall be a corporation, partnership, trust or limited liability company organized and existing under the laws of the United States of America, any State of the United States or the District of Columbia and such Person (if not such Guarantor) shall expressly assume, by supplemental indenture, executed and delivered to the Trustee, all the obligations of such Guarantor under its Subsidiary Guarantee;
(ii) immediately after giving effect to such transaction (and treating any Indebtedness that becomes an obligation of the resulting, surviving or transferee Person or any Subsidiary as a result of such transaction as having been Incurred by such Person or such Subsidiary at the time of such transaction), no Default or Event of Default shall have occurred and be continuing;
(iii) the Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indenture (if any) comply with this Indenture; or
(iv) the transaction is made in compliance with Section 5.01 (other than clause (c) of Section 5.01). Upon the sale or disposition of a Guarantor (whether by merger, consolidation, consolidation or the sale of its of) the Capital Stock of such Subsidiary Guarantor after which the applicable Subsidiary Guarantor is no longer a Restricted Subsidiary or the sale of all or substantially all of its the assets (other than by lease)) and of such Subsidiary Guarantor, whether or not such Subsidiary Guarantor is the surviving corporation Person in such transaction to a Person which is not the Company or a Restricted Subsidiary, ; provided that all the obligations of such Subsidiary Guarantor under the ABL Facility and any other Material Debt Facility terminate upon consummation of such transaction.
(b) A Subsidiary Guarantor shall be automatically deemed released from all its obligations under this Indenture and its Subsidiary Guarantee and the Registration Rights Agreement and such Subsidiary Guarantee shall terminate; provided, however, that (1) no Default upon the legal defeasance or Event of Default will have occurred or be continuing or would occur as a consequence of a release covenant defeasance of the obligations Securities or upon satisfaction and discharge of such Guarantor; and (2) all this Indenture, in each case pursuant to the obligations provisions of such Guarantor under the Credit Agreement and related documentation and any other obligations of such Guarantor relating to any Indebtedness of the Company or any Guarantor terminate upon consummation of such transactionArticle VIII hereof.
(c) Each A Subsidiary Guarantee of a Subsidiary Guarantor shall be deemed automatically and unconditionally released from all and discharged, and the Subsidiary Guarantor and its obligations under this Indenture shall be released and discharged in the Registration Rights Agreement and event that such Subsidiary Guarantor is released and discharged from its Guarantee of Indebtedness under the ABL Facility (including by reason of the termination of the ABL Facility) and all other Indebtedness of the Company and its Restricted Subsidiaries under any Material Debt Facility that resulted in the obligation of such Subsidiary Guarantor to guarantee the Securities, if such Subsidiary Guarantor would not then otherwise be required to guarantee the Securities pursuant to this Indenture, except a discharge or release by or as a result of payment under such Guarantee and this Indenture; provided, that any Restricted Subsidiary released from its Subsidiary Guarantee by operation of this Section 10.2(c) shall terminate if all remain subject to the conditions to legal defeasance set forth provision of the covenant described in Article VIII are satisfied in accordance herewithSection 3.6.
(d) Each A Subsidiary Guarantor shall be released from its obligations under this Indenture, Indenture and its Subsidiary Guarantee and the Registration Rights Agreement if the Company designates such Subsidiary Guarantor as an Unrestricted Subsidiary and such designation complies with the other applicable provisions of this Indenture.
(e) A Subsidiary Guarantor shall be automatically released from its Subsidiary Guarantee and its obligations under this Indenture on the first calendar day the Securities are rated Investment Grade by both Rating Agencies, provided that any Restricted Subsidiary so released by operation of this Section 10.2(e) shall remain subject to the provision of the covenant described in Section 3.6.
(f) In the case of paragraph (a) above, such Subsidiary Guarantor shall deliver to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for in this Indenture relating to such transaction have been complied with.
(g) If the Subsidiary Guarantee of any Subsidiary Guarantor is deemed to be released or is automatically released, and the Company desires the Trustee to execute an instrument evidencing such release, then the Company shall deliver to the Trustee an Officers’ Certificate stating the identity of the released Subsidiary Guarantor, the basis for release, and that such release complies with this Indenture. At the request of the Company, and upon delivery to the Trustee of an Officers’ Certificate and an Opinion of Counsel stating that a Subsidiary Guarantor has been released and that execution by the Trustee of an appropriate instrument evidencing the release of such Subsidiary Guarantor from its Subsidiary Guarantee complies with this Indenture, the Trustee shall execute and deliver an appropriate instrument evidencing the release of such Subsidiary Guarantor from its Subsidiary Guarantee (it being understood that the failure to comply with this paragraph (g) shall not impair or have any effect upon any release of any Subsidiary Guarantee pursuant to the provisions of this Section 10.2).
Appears in 1 contract
Sources: Indenture (Brunswick Corp)
Limitation on Liability; Termination, Release and Discharge. (a) Any term or provision of this Indenture to the contrary notwithstanding, the obligations of each Guarantor hereunder will be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Guarantor (including, without limitation, any Guarantees under the Credit Agreement) and after giving effect to any collections from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its Subsidiary Guarantee or pursuant to its contribution obligations under this Indenture, result in the obligations of such Guarantor under its Subsidiary Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal federal, foreign, state or state provincial law and not otherwise being void or voidable under any similar laws affecting the rights of creditors generally.
(b) The Company Any Guarantee of a Subsidiary Guarantor shall not permit any Guarantor to consolidate with or merge with or into any person be automatically and unconditionally released and discharged upon:
(other than another Guarantor1) and shall not permit the conveyanceAny sale, exchange, transfer or lease other disposition (including by way of merger, amalgamation, consolidation, dividend distribution or otherwise) of the Capital Stock of such Subsidiary Guarantor or the sale, exchange, transfer or other disposition, of all or substantially all of the assets of any the Subsidiary Guarantor unless:
(i) the resulting, surviving or transferee to a Person shall be a corporation, partnership, trust or limited liability company organized and existing under the laws of the United States of America, any State of the United States or the District of Columbia and such Person (if not such Guarantor) shall expressly assume, by supplemental indenture, executed and delivered other than to the TrusteeIssuer or another Guarantor, all the obligations of in each case, so long as such Guarantor under its Subsidiary Guaranteesale, transfer or other disposition is not prohibited by Section 3.5;
(ii2) immediately after giving effect to such transaction (and treating any Indebtedness that becomes an obligation the designation in accordance with this Indenture of the resulting, surviving or transferee Person or any Subsidiary as a result of such transaction as having been Incurred by such Person or such Subsidiary at the time of such transaction), no Default or Event of Default shall have occurred and be continuing;
(iii) the Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indenture (if any) comply with this Indenture; or
(iv) the transaction is made in compliance with Section 5.01 (other than clause (c) of Section 5.01). Upon the sale or disposition of a Guarantor (by merger, consolidation, the sale of its Capital Stock or the sale of all or substantially all of its assets (other than by lease)) and whether or not such Guarantor is the surviving corporation in such transaction to a Person which is not the Company or a Subsidiary, such Guarantor shall be automatically released from all its obligations under this Indenture and its Subsidiary Guarantee and the Registration Rights Agreement and such Subsidiary Guarantee shall terminate; provided, however, that (1) no Default or Event of Default will have occurred or be continuing or would occur as a consequence of a release of the obligations of such Guarantor; and (2) all the obligations of such Guarantor under the Credit Agreement and related documentation and any other obligations of such Guarantor relating to any Indebtedness of the Company or any Guarantor terminate upon consummation of such transaction.
(c) Each Guarantor shall be deemed released from all its obligations under this Indenture and the Registration Rights Agreement and such Subsidiary Guarantee shall terminate if all the conditions to legal defeasance set forth in Article VIII are satisfied in accordance herewith.
(d) Each Subsidiary Guarantor shall be released from its obligations under this Indenture, its Subsidiary Guarantee and the Registration Rights Agreement if the Company designates such Guarantor as an Unrestricted Subsidiary or the occurrence of any event after which the Subsidiary Guarantor is no longer a Restricted Subsidiary or the Subsidiary Guarantor becomes a Non-Guarantor Subsidiary; provided that no such automatic release shall occur if such Subsidiary Guarantor becomes a Non-Guarantor solely under clause (v) of the definition of “Non-Guarantor Subsidiary” unless in connection with a bona fide sale, exchange, transfer or other disposition of the Capital Stock of such Subsidiary Guarantor to a Person that is not the Issuer or a Subsidiary Guarantor or an Affiliate of the Issuer or a Guarantor that is permitted hereunder;
(3) legal defeasance or covenant defeasance or satisfaction and discharge of the Notes pursuant to Article VIII or Article XI;
(4) such designation complies Subsidiary Guarantor being (or being substantially concurrently) released or discharged from all of its Guarantees of payment in the case of a Guarantee made by a Guarantor (each, an “Other Guarantee”) as a result of its guarantee of other Indebtedness of the Issuer or a Guarantor pursuant to Section 3.7 hereof, including a release as a result of the repayment in full or termination of the Indebtedness specified under such Guarantee (it being understood that a release subject to a contingent reinstatement is still considered a release and if such Indebtedness of such Subsidiary Guarantor under or any Other Guarantee is so reinstated, such Guarantee shall also be reinstated);
(5) upon the merger, amalgamation or consolidation of any Subsidiary Guarantor with and into the Issuer or another Guarantor or upon the liquidation of such Subsidiary Guarantor, in each case, in compliance with the other applicable provisions of this Indenture;
(6) as provided under any Intercreditor Agreement;
(7) as described in the second paragraph under Section 3.7;
(8) in accordance with the applicable provisions of the Collateral Documents;
(9) as provided for in Article IX; and
(10) upon the occurrence of Investment Grade Status; provided that such Guarantee shall be reinstated upon the Reversion Date.
Appears in 1 contract
Sources: Indenture (MICROSTRATEGY Inc)
Limitation on Liability; Termination, Release and Discharge. (a) Any term or provision of this Indenture to the contrary notwithstanding, the obligations of each Subsidiary Guarantor hereunder will shall be limited to the maximum amount as willshall, after giving effect to all other contingent and fixed liabilities of such Subsidiary Guarantor (including, without limitation, any Guarantees guarantees under the New Credit AgreementFacilities) and after giving effect to any collections from or payments made by or on behalf of any other Subsidiary Guarantor in respect of the obligations of such other Subsidiary Guarantor under its Subsidiary Guarantee or pursuant to its contribution obligations under this Indenture, result in the obligations of such Subsidiary Guarantor under its Subsidiary Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal or state law and not otherwise being void or voidable under any similar laws affecting the rights of creditors generally.
(b) The Company Subject to Section 10.2(c), the Issuer shall not permit any Subsidiary Guarantor to to, consolidate with or merge with or into any person or wind up into (other than another Guarantor) and shall whether or not permit the conveyanceIssuer or such Subsidiary Guarantor is the surviving corporation), transfer or lease sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of the assets of its properties or assets, in one or more related transactions, to any Guarantor Person unless:
(i) such Subsidiary Guarantor is the resultingsurviving corporation or the Person formed by or surviving any such consolidation or merger (if other than such Subsidiary Guarantor) or to which such sale, surviving assignment, transfer, lease, conveyance or transferee other disposition shall have been made is a Person shall be a corporation, partnership, trust organized or limited liability company organized and existing under the laws of the United States jurisdiction of Americaorganization of such Subsidiary Guarantor, any State as the case may be, or the laws of the United States or States, any state thereof, the District of Columbia and or any territory thereof (such Person Subsidiary Guarantor or such Person, as the case may be, being herein called the “Successor Person”);
(ii) the Successor Person, if not other than such Subsidiary Guarantor) shall , expressly assume, by supplemental indenture, executed and delivered to the Trustee, assumes all the obligations of such Subsidiary Guarantor under its Subsidiary Guarantee;
(ii) immediately after giving effect to such transaction (this Indenture and treating any Indebtedness that becomes an obligation of the resulting, surviving or transferee Person or any Subsidiary as a result of such transaction as having been Incurred by such Person or such Subsidiary at Guarantor’s related Guarantee pursuant to supplemental indentures or other documents or instruments in form reasonably satisfactory to the time of such transaction), no Default or Event of Default shall have occurred and be continuingTrustee;
(iii) immediately after such transaction, no Default exists;
(iv) the Company Issuer shall have delivered to the Trustee an Officers’ Officer’s Certificate and an Opinion of Counsel, with a copy to the Agent, each stating that such consolidation, merger or transfer and such supplemental indenture (indentures, if any) , comply with this Indenture; orand
(ivv) the transaction is made in compliance with Section 5.01 (other than clause 3.5, if applicable.
(c) Subject to the limitations described in this Indenture, the Successor Person shall succeed to, and be substituted for, such Subsidiary Guarantor under this Indenture, such Subsidiary Guarantor’s Guarantee and the Registration Rights Agreement. Notwithstanding the foregoing, any Subsidiary Guarantor may (i) merge into or with or wind up into or transfer all or part of Section 5.01)its properties and assets to another Subsidiary Guarantor or the Issuer or (ii) merge with an Affiliate of the Issuer solely for the purpose of reincorporating or reorganizing the Subsidiary Guarantor in the United States, any state thereof, the District of Columbia or any territory thereof. Upon Notwithstanding the sale foregoing, any Restricted Subsidiary may liquidate or dissolve if the board of directors of the Issuer determines in good faith that such liquidation or dissolution is in the best interests of the Issuer and is not materially disadvantageous to the Holders.
(d) Any Guarantee by a Subsidiary Guarantor of the Notes shall be automatically and unconditionally released and discharged upon:
(A) any sale, exchange, disposition of a Guarantor or transfer (by merger, consolidation, merger or otherwise) of (x) the sale of its Capital Stock of such Subsidiary Guarantor, after which the applicable Subsidiary Guarantor is no longer a Restricted Subsidiary, or the sale of (y) all or substantially all the assets of such Subsidiary Guarantor, which sale, exchange, disposition or transfer in each case is made in compliance with the applicable provisions of this Indenture;
(B) the release or discharge of the guarantee by such Subsidiary Guarantor of the New Credit Facilities or the guarantee which resulted in the creation of such Guarantee, except a discharge or release by or as a result of payment under such guarantee;
(C) the proper designation of any Restricted Subsidiary that is a Subsidiary Guarantor as an Unrestricted Subsidiary in compliance with the applicable provisions of this Indenture; and
(D) the Issuer exercising its assets (other than by lease)) and whether legal defeasance option or not such Guarantor is the surviving corporation covenant defeasance option as described in such transaction to a Person which is not the Company Article VIII or a Subsidiary, such Guarantor shall be automatically released from all if its obligations under this Indenture and its Subsidiary Guarantee and the Registration Rights Agreement and such Subsidiary Guarantee shall terminateare discharged in accordance with Article XII; provided, however, that (1) no Default or Event of Default will have occurred or be continuing or would occur as a consequence of a release of the obligations of such Guarantor; and and
(2) Such Subsidiary Guarantor delivering to the Trustee an Officer’s Certificate and an Opinion of Counsel, with a copy to the Agent, each stating that all conditions precedent provided for in the obligations of such Guarantor under the Credit Agreement and related documentation and any other obligations of such Guarantor Indenture relating to any Indebtedness of the Company or any Guarantor terminate upon consummation of such transactiontransaction have been complied with.
(c) Each Guarantor shall be deemed released from all its obligations under this Indenture and the Registration Rights Agreement and such Subsidiary Guarantee shall terminate if all the conditions to legal defeasance set forth in Article VIII are satisfied in accordance herewith.
(d) Each Subsidiary Guarantor shall be released from its obligations under this Indenture, its Subsidiary Guarantee and the Registration Rights Agreement if the Company designates such Guarantor as an Unrestricted Subsidiary and such designation complies with the other applicable provisions of this Indenture.
Appears in 1 contract
Limitation on Liability; Termination, Release and Discharge. (a) Any term or provision of this Indenture to the contrary notwithstanding, the obligations of each Subsidiary Guarantor hereunder will shall be limited to the maximum amount as willshall, after giving effect to all other contingent and fixed liabilities of such Subsidiary Guarantor (including, without limitation, any Guarantees under the Credit Agreement) and after giving effect to any collections from or payments made by or on behalf of any other Subsidiary Guarantor in respect of the obligations of such other Subsidiary Guarantor under its Subsidiary Guarantee or pursuant to its contribution obligations under this Indenture, result in the obligations of such Subsidiary Guarantor under its Subsidiary Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal or state law and not otherwise being void or voidable under any similar laws affecting the rights of creditors generally.
(b) The Company A Subsidiary Guaranty by a Subsidiary Guarantor shall not permit any be automatically and unconditionally released and discharged, and each Subsidiary Guarantor to consolidate with or merge with or into any person (other than another Guarantor) and its obligations under the Subsidiary Guaranty and this Indenture shall not permit the conveyance, transfer or lease of substantially all of the assets of any Guarantor unlessbe released and discharged:
(i) upon any sale, exchange or transfer (by merger or otherwise) of the resultingCapital Stock of such Subsidiary Guarantor (including any sale, surviving exchange or transferee Person shall transfer) following which such Subsidiary Guarantor ceases to be a corporation, partnership, trust direct or limited liability company organized and existing under the laws indirect Subsidiary of the United States of AmericaCompany if such sale or disposition does not constitute an Asset Disposition or is made in compliance with this Indenture, any State of the United States or the District of Columbia including Section 3.7 and such Person (if not such Guarantor) shall expressly assume, by supplemental indenture, executed and delivered to the Trustee, all the obligations of such Guarantor under its Subsidiary GuaranteeArticle IV);
(ii) immediately after giving effect to such transaction (and treating any Indebtedness that becomes an obligation of the resulting, surviving or transferee Person or any Subsidiary as a result of such transaction as having been Incurred by such Person or if such Subsidiary at Guarantor is dissolved or liquidated in accordance with the time provisions of such transaction), no Default or Event of Default shall have occurred and be continuingthis Indenture;
(iii) upon exercise of the Company shall have delivered Company’s legal defeasance option or covenant defeasance option or upon satisfaction and discharge of this Indenture, in each case, pursuant to the Trustee an Officers’ Certificate and an Opinion provisions of Counsel, each stating that such consolidation, merger or transfer and such supplemental indenture (if any) comply with this IndentureArticle VIII hereof; orand
(iv) the transaction is made in compliance with Section 5.01 (other than clause (c) of Section 5.01). Upon the sale or disposition of a Guarantor (by merger, consolidation, the sale of its Capital Stock or the sale of all or substantially all of its assets (other than by lease)) and whether or not such Guarantor is the surviving corporation in such transaction to a Person which is not the Company or a Subsidiary, such Guarantor shall be automatically released from all its obligations under this Indenture and its Subsidiary Guarantee and the Registration Rights Agreement and such Subsidiary Guarantee shall terminate; provided, however, that (1) no Default or Event of Default will have occurred or be continuing or would occur as a consequence of a release of the obligations of such Guarantor; and (2) all the obligations of such Guarantor under the Credit Agreement and related documentation and any other obligations of such Guarantor relating to any Indebtedness of the Company or any Guarantor terminate upon consummation of such transaction.
(c) Each Guarantor shall be deemed released from all its obligations under this Indenture and the Registration Rights Agreement and such Subsidiary Guarantee shall terminate if all the conditions to legal defeasance set forth in Article VIII are satisfied in accordance herewith.
(d) Each Subsidiary Guarantor shall be released from its obligations under this Indenture, its Subsidiary Guarantee and the Registration Rights Agreement if the Company designates such Subsidiary Guarantor as an Unrestricted Subsidiary and such designation complies with the other applicable provisions of this Indenture.
(c) In the case of Section 10.2(b)(i) only, the Company shall deliver to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for in this Indenture relating to such transaction have been complied with.
(d) The release of a Subsidiary Guarantor from its Subsidiary Guaranty and its obligations under this Indenture in accordance with the provisions of this Section 10.2 shall not preclude the future applications of Section 3.11 to such Person.
Appears in 1 contract
Sources: Indenture (Reddy Ice Holdings Inc)
Limitation on Liability; Termination, Release and Discharge. (a) Any term or provision of this Indenture to the contrary notwithstanding, the obligations of each Guarantor hereunder will be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Guarantor (including, without limitation, any Guarantees under the Credit Agreement) and after giving effect to any collections from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its Subsidiary Guarantee or pursuant to its contribution obligations under this Indenture, result in the obligations of such Guarantor under its Subsidiary Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal or state law and not otherwise being void or voidable under any similar laws affecting the rights of creditors generally.
(b) The Following delivery of an Officer’s Certificate to the Trustee stating the occurrence of any of the following events, each Guarantor shall be automatically and unconditionally released and discharged from its Obligations under this Indenture and its Guarantee and such Guarantee shall be automatically and unconditionally terminated, and no further action by such Guarantor, the Company shall not permit any Guarantor to consolidate with or merge with or into any person the Trustee is required (other than another Guarantordelivery of such Officer’s Certificate) and shall not permit for the conveyance, transfer release of such Guarantor or lease the termination of substantially all of the assets of any Guarantor unlesssuch Guarantee:
(i) upon the resulting, surviving Company exercising its legal defeasance option or transferee Person shall be covenant defeasance option in accordance with Article VIII or a corporation, partnership, trust or limited liability company organized satisfaction and existing discharge of this Indenture as described under the laws of the United States of America, any State of the United States or the District of Columbia and such Person (if not such Guarantor) shall expressly assume, by supplemental indenture, executed and delivered to the Trustee, all the obligations of such Guarantor under its Subsidiary GuaranteeSection 8.01(a);
(ii) immediately after giving effect to such transaction (and treating any Indebtedness that becomes an obligation of upon the resultingmerger, surviving amalgamation, consolidation or transferee Person or any Subsidiary as a result winding up of such transaction as having been Incurred by Subsidiary Guarantor with and into AMC, the Company or another Subsidiary Guarantor that is the surviving Person in such Person merger, amalgamation, consolidation or winding up, or upon the liquidation of such Subsidiary at Guarantor;
(iii) upon such Subsidiary Guarantor becoming an Excluded Subsidiary under the time definition of “Excluded Subsidiary”; provided that (A) the transaction or other circumstance pursuant which such transaction), Subsidiary Guarantor became an Excluded Subsidiary was made in compliance with the applicable provisions of this Indenture; (B) no Default or Event of Default shall have occurred or be continuing immediately after giving effect thereto; (C) such Subsidiary Guarantor owns no assets which were previously transferred to it by another Subsidiary which constitutes Collateral; and (D)(x) the transaction pursuant to which such Subsidiary Guarantor ceases to be continuinga Wholly Owned Subsidiary arises from legitimate business transactions with a bona fide business purpose (other than causing such release) with one or more Persons whose ownership of Equity Interests in such Subsidiary would satisfy the requirement set forth in subclause (z) below, (y) such Subsidiary Guarantor shall not be (or shall be simultaneously be released as) an obligor or guarantor with respect to any Guarantee Reference Indebtedness and (z) a Person other than AMC or any Subsidiary thereof, any holder of Guarantee Reference Indebtedness or any Affiliate of any of the foregoing holds Equity Interests in such Subsidiary;
(iiiiv) upon the Company shall have delivered release or discharge of such Guarantor’s primary obligations under, and guarantees, of all Guarantee Reference Indebtedness, except, in each case, (x) a discharge or release by or as a result of payment and (y) if at the time of the release and discharge of such Guarantee, such Guarantor would be required to guarantee the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indenture (if any) comply with this IndentureNotes pursuant to Section 4.10; or
(ivv) the transaction is made in compliance with Section 5.01 (other than clause (c) of Section 5.01). Upon the sale or disposition of a Guarantor (by merger, consolidation, the sale of its Capital Stock or the sale of all or substantially all of its assets (other than by lease)) and whether or not such Guarantor is the surviving corporation in such transaction to a Person which is not the Company or a Subsidiary, such Guarantor shall be automatically released from all its obligations as described under this Indenture and its Subsidiary Guarantee and the Registration Rights Agreement and such Subsidiary Guarantee shall terminate; provided, however, that (1) no Default or Event of Default will have occurred or be continuing or would occur as a consequence of a release of the obligations of such Guarantor; and (2) all the obligations of such Guarantor under the Credit Agreement and related documentation and any other obligations of such Guarantor relating to any Indebtedness of the Company or any Guarantor terminate upon consummation of such transactionArticle IX hereof.
(c) Each Notwithstanding the foregoing, no Guarantor shall be deemed released from all its obligations under this Indenture and the Registration Rights Agreement and such Subsidiary Guarantee shall terminate if all the conditions to legal defeasance set forth in Article VIII are satisfied in accordance herewith.
(d) Each Subsidiary Guarantor shall may be released from its obligations under this Indenture, its Subsidiary Guarantee (other than pursuant to a satisfaction and the Registration Rights Agreement if the Company designates such Guarantor as an Unrestricted Subsidiary and such designation complies with the other applicable provisions discharge of this IndentureIndenture as described under Section 8.01(a)) if, on the date of and after giving effect to the release of such Guarantee, the Guarantor (or any subsidiary thereof) would own (or hold an exclusive license with respect to) or have an exclusive license on any Intellectual Property that is material to the business of AMC and its Subsidiaries taken as a whole.
Appears in 1 contract
Limitation on Liability; Termination, Release and Discharge. (a) Any term or provision of this Indenture to the contrary notwithstanding, the obligations of each Guarantor hereunder will shall be limited to the maximum amount as willshall, after giving effect to all other contingent and fixed liabilities of such Guarantor (including, without limitation, any Guarantees under the Credit Agreement) and after giving effect to any collections from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its Subsidiary Guarantee or pursuant to its contribution obligations under this Indenture, result in the obligations of such Guarantor under its Subsidiary Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal or state law and not otherwise being void or voidable under any similar laws affecting the rights of creditors generally.
(b) The Company Subject to Section 10.2(c), the Issuer shall not permit any Guarantor to consolidate with or merge with or into any person or wind up into (other than another Guarantor) and shall whether or not permit such Guarantor is the conveyancesurviving corporation), transfer or lease sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of the assets of its properties or assets, in one or more related transactions, to any Guarantor Person unless:
(i) such Guarantor is the resultingsurviving corporation or the Person formed by or surviving any such consolidation or merger (if other than such Guarantor) or to which such sale, surviving assignment, transfer, lease, conveyance or transferee other disposition shall have been made is a Person shall be a corporation, partnership, trust organized or limited liability company organized and existing under the laws of the United States jurisdiction of America, any State organization of such Guarantor or the laws of the United States or States, any state thereof, the District of Columbia and or any territory thereof (such Person Guarantor or such Person, as the case may be, being herein called the “Successor Person”);
(ii) the Successor Person, if not other than such Guarantor) shall , expressly assume, by supplemental indenture, executed and delivered to the Trustee, assumes all the obligations of such Guarantor under its Subsidiary Guarantee;
(ii) immediately after giving effect this Indenture and such Guarantor’s related Guarantee pursuant to such transaction (supplemental indentures in form reasonably satisfactory to the Trustee and treating any Indebtedness that becomes an obligation assumes by written agreement all of the resulting, surviving or transferee Person or any Subsidiary as a result obligations of such transaction as having Guarantor under the Registration Rights Agreement (if such Guarantor’s registration obligations thereunder have not yet been Incurred by such Person or such Subsidiary at the time of such transactioncompleted), no Default or Event of Default shall have occurred and be continuing;
(iii) immediately after such transaction, no Default exists;
(iv) the Company Issuer shall have delivered to the Trustee an Officers’ Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indenture (indentures, if any) , comply with this Indenture; orand
(ivv) the transaction is made not in compliance with violation of Section 5.01 (other than clause 3.5, if applicable.
(c) of Section 5.01The Successor Person shall succeed to, and be substituted for, such Guarantor under this Indenture, such Guarantor’s Guarantee and the Registration Rights Agreement (if such Guarantor’s registration obligations thereunder have not yet been completed). Upon Notwithstanding the sale foregoing, any Guarantor may (i) consolidate or disposition of a Guarantor (by mergermerge with or into or wind up into or sell, consolidationassign, the sale of its Capital Stock transfer, lease, convey or the sale otherwise dispose of all or substantially all of its properties and assets to another Guarantor or the Issuer or (other than by lease)ii) consolidate or merge with or into an Affiliate of the Issuer solely for the purpose of reincorporating or reorganizing the Guarantor in the United States, any state thereof, the District of Columbia or any territory thereof. Notwithstanding the foregoing, any Restricted Subsidiary may liquidate or dissolve if the board of directors of the Issuer determines in good faith that such liquidation or dissolution is in the best interests of the Issuer and whether or not such Guarantor is the surviving corporation in such transaction to a Person which is not materially disadvantageous to the Company or a Subsidiary, such Guarantor shall be automatically released from all its obligations under this Indenture and its Subsidiary Guarantee and the Registration Rights Agreement and such Subsidiary Guarantee shall terminate; provided, however, that (1) no Default or Event of Default will have occurred or be continuing or would occur as a consequence of a release of the obligations of such Guarantor; and (2) all the obligations of such Guarantor under the Credit Agreement and related documentation and any other obligations of such Guarantor relating to any Indebtedness of the Company or any Guarantor terminate upon consummation of such transaction.
(c) Each Guarantor shall be deemed released from all its obligations under this Indenture and the Registration Rights Agreement and such Subsidiary Guarantee shall terminate if all the conditions to legal defeasance set forth in Article VIII are satisfied in accordance herewithHolders.
(d) Each Subsidiary Guarantor The predecessor company shall be released from its obligations under the Guarantee and this Indenture and the Successor Person shall succeed to, and be substituted for, and may exercise every right and power of, such Guarantor under the Guarantee and this Indenture, but, in the case of a lease of all or substantially all of its assets, the predecessor shall not be released from the obligation of the Guarantee.
(e) Any Guarantee by a Guarantor of the Notes shall be automatically and unconditionally released and discharged upon:
(A) any sale, exchange, disposition or transfer (by merger or otherwise) of (x) the Capital Stock of such Guarantor, after which the applicable Guarantor is no longer a Restricted Subsidiary, or (y) all or substantially all the assets of such Guarantor, which sale, exchange, disposition or transfer in each case does not violate the applicable provisions of this Indenture;
(B) the release or discharge of the guarantee by such Guarantor of its guarantee of obligations under the Senior Secured Credit Facilities, or of any such other guarantee which resulted in the creation of Guarantor’s Guarantee, except a release or discharge resulting from payment under such guarantee;
(C) the proper designation of any Restricted Subsidiary Guarantee and the Registration Rights Agreement if the Company designates such that is a Guarantor as an Unrestricted Subsidiary and such designation complies in compliance with the other applicable provisions of this Indenture; or
(D) the Issuer exercising its legal defeasance option or covenant defeasance option as described in Article VIII or if its obligations under this Indenture are discharged in accordance with Article XII; and
(2) Such Guarantor delivering to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for in this Indenture relating to such transaction and the release of such Guarantor’s Guarantee have been complied with.
Appears in 1 contract
Sources: Indenture (Crown Media Holdings Inc)
Limitation on Liability; Termination, Release and Discharge. (a) Any term or provision of this Indenture to the contrary notwithstanding, the obligations of each of the Parent Guarantor and the other Guarantors hereunder will be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Parent Guarantor (including, without limitation, any Guarantees under and the Credit Agreement) other Guarantors and after giving effect to any collections from or payments made by or on behalf of any other Parent Guarantor and the other Guarantors in respect of the obligations of such other Parent Guarantor or Guarantors under its Subsidiary Second Lien Note Guarantee or pursuant to its contribution obligations under this Indenture, result in the obligations of such Parent Guarantor or Guarantors under its Subsidiary Second Lien Note Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal federal, foreign or state law and not otherwise being void or voidable under any similar laws affecting the rights of creditors generally.
(ba) The Company Any Second Lien Note Guarantee of a Subsidiary Guarantor shall not permit any Guarantor to consolidate be automatically and unconditionally released and discharged:
(1) if, in compliance with the terms and provisions of this Indenture, (i) all or merge with or into any person (other than another Guarantor) and shall not permit the conveyance, transfer or lease of substantially all of the assets Equity Interests or property of any Subsidiary Guarantor unless:
are sold or otherwise transferred to a person or persons that is not the Issuer or a Guarantor (i) the resulting, surviving or transferee a Person shall be that is required to become a corporation, partnership, trust or limited liability company organized and existing under the laws of the United States of America, any State of the United States or the District of Columbia and such Person (if not such Guarantor) shall expressly assume, by supplemental indenture, executed and delivered to the Trustee, all the obligations of such Guarantor under its Subsidiary Guarantee;
(ii) immediately after giving effect to such transaction (and treating any Indebtedness that becomes an obligation of the resulting, surviving or transferee Person or any Subsidiary as a result of such transaction sale or other transfer) or (ii) any Subsidiary Guarantor becomes an Excluded Subsidiary; provided that such Subsidiary Guarantee shall not terminate as having been Incurred by a result of such Person or such becoming an Excluded Subsidiary unless at the time of such transaction)Subsidiary Guarantor becomes an Excluded Subsidiary, (1) no Default or Event of Default shall have occurred and be continuing;, (2) if such Guarantor became an Excluded Subsidiary as a result of such Person becoming a non-wholly owned Subsidiary of the Parent Guarantor, a Foreign Subsidiary that is a “controlled foreign corporation” within the meaning of Section 957 of the Code, a FSHCO or a Subsidiary of a Foreign Subsidiary that is a “controlled foreign corporation” within the meaning of Section 957 of the Code or a FSHCO, the primary purpose of the transaction by which such Subsidiary Guarantor became an Excluded Subsidiary was not to evade the obligations under the Subsidiary Guarantee and was consummated on an arms’ length basis with an unaffiliated third-party and (3) at the time of such release (after giving effect thereto), all outstanding Indebtedness of, and Investments in, such Subsidiary Guarantor would then be permitted to be made in accordance with the relevant provisions under SECTION 3.2 and SECTION 3.3 (with the Issuer being required to reclassify any such items in reliance upon the respective Subsidiary being a Subsidiary Guarantor on another basis as would be permitted by the applicable covenant),
(iii2) upon defeasance or discharge of the Company shall have delivered to the Trustee an Officers’ Certificate Second Lien Notes, as provided in ARTICLE VIII and an Opinion of CounselARTICLE XI, each stating that such consolidation, merger or transfer and such supplemental indenture (if any) comply with this Indenture; or
(iv3) upon the transaction is made merger, amalgamation or consolidation of any Subsidiary Guarantor with and into the Issuer or another Guarantor or upon the liquidation of such Subsidiary Guarantor, in each case, in compliance with Section 5.01 (other than clause (c) of Section 5.01). Upon the sale or disposition of a Guarantor (by merger, consolidation, the sale of its Capital Stock or the sale of all or substantially all of its assets (other than by lease)) and whether or not such Guarantor is the surviving corporation in such transaction to a Person which is not the Company or a Subsidiary, such Guarantor shall be automatically released from all its obligations under this Indenture and its Subsidiary Guarantee and the Registration Rights Agreement and such Subsidiary Guarantee shall terminate; provided, however, that (1) no Default or Event of Default will have occurred or be continuing or would occur as a consequence of a release of the obligations of such Guarantor; and (2) all the obligations of such Guarantor under the Credit Agreement and related documentation and any other obligations of such Guarantor relating to any Indebtedness of the Company or any Guarantor terminate upon consummation of such transaction.
(c) Each Guarantor shall be deemed released from all its obligations under this Indenture and the Registration Rights Agreement and such Subsidiary Guarantee shall terminate if all the conditions to legal defeasance set forth in Article VIII are satisfied in accordance herewith.
(d) Each Subsidiary Guarantor shall be released from its obligations under this Indenture, its Subsidiary Guarantee and the Registration Rights Agreement if the Company designates such Guarantor as an Unrestricted Subsidiary and such designation complies with the other applicable provisions of this Indenture.
Appears in 1 contract
Sources: Indenture (iHeartMedia, Inc.)
Limitation on Liability; Termination, Release and Discharge. (a) Any term or provision of this Indenture to the contrary notwithstanding, the The obligations of each any Guarantor hereunder will be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Guarantor (including, without limitation, any Guarantees under the Credit Agreement) and after giving effect to any collections from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its Subsidiary Securities Guarantee or pursuant to its contribution obligations under this Indenture, result in the obligations of such Guarantor under its Subsidiary Securities Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal applicable federal, state or state law and not otherwise being void or voidable under any similar laws affecting the rights of creditors generallyforeign law.
(b) The Company shall not permit any Guarantor to consolidate with or merge with or into any person (other than another Guarantor) and shall not permit the conveyance, transfer or lease of substantially all of the assets of any Guarantor unless:
(i) the resulting, surviving or transferee Person shall be a corporation, partnership, trust or limited liability company organized and existing under the laws of the United States of America, any State of the United States or the District of Columbia and such Person (if not such Guarantor) shall expressly assume, by supplemental indenture, executed and delivered to the Trustee, all the obligations of such Guarantor under its Subsidiary Guarantee;
(ii) immediately after giving effect to such transaction (and treating any Indebtedness that becomes an obligation of the resulting, surviving or transferee Person or any Subsidiary So long as a result of such transaction as having been Incurred by such Person or such Subsidiary at the time of such transaction), no Default or Event of Default shall have occurred and be continuing, the Securities Guarantee of a Guarantor shall be automatically and unconditionally released and discharged, without the consent of the Holders, and no further action by the Issuers, any Guarantor, the Trustee or any Holders of Securities shall be required for such release:
(i) with respect to a Subsidiary Guarantor which, individually or together with Parent’s other wholly owned domestic Subsidiaries, no longer has any Indebtedness in excess of $100,000,000 outstanding and no longer Guarantees, individually or together with Parent’s other wholly owned domestic subsidiaries, any Indebtedness in excess of $100,000,000 incurred by Parent or any of Parent’s other Subsidiaries;
(ii) unless the Subsidiary Guarantor is the surviving entity, (1) upon any sale, lease or exchange of all or substantially all of the Subsidiary Guarantor’s assets to any person or entity not an affiliate of Parent or (2) upon any sale, exchange or transfer, to any person or entity not an affiliate of Parent, of all of Parent’s direct and indirect interest in such Subsidiary Guarantor;
(iii) upon the Company shall have delivered to full and final payment and performance of all obligations under this Indenture and the Trustee an Officers’ Certificate Securities;
(iv) upon liquidation and an Opinion dissolution of Counsel, each stating a Subsidiary Guarantor in a transaction that such consolidation, merger is not prohibited by this Indenture;
(v) upon Legal Defeasance or transfer Covenant Defeasance as provided in Article VIII of this Indenture or upon satisfaction and such supplemental indenture (if any) comply with discharge of this Indenture as provided in Article IX of this Indenture; or
(ivvi) the transaction upon any domestic Subsidiary that is made in compliance with Section 5.01 (other than clause (c) of Section 5.01). Upon the sale or disposition of a Guarantor (by merger, consolidation, the sale ceasing to be a domestic Subsidiary of its Capital Stock or the sale of all or substantially all of its assets (other than by lease)) and whether or not such Guarantor is the surviving corporation in such transaction to a Person which is not the Company or a Subsidiary, such Guarantor shall be automatically released from all its obligations under this Indenture and its Subsidiary Guarantee and the Registration Rights Agreement and such Subsidiary Guarantee shall terminate; provided, however, that (1) no Default or Event of Default will have occurred or be continuing or would occur as a consequence of a release of the obligations of such Guarantor; and (2) all the obligations of such Guarantor under the Credit Agreement and related documentation and any other obligations of such Guarantor relating to any Indebtedness of the Company or any Guarantor terminate upon consummation of such transactionParent.
(c) Each Any Guarantor shall be deemed released from all its obligations under this Indenture and the Registration Rights Agreement and such Subsidiary Guarantee shall terminate if all the conditions to legal defeasance set forth in Article VIII are satisfied in accordance herewith.
(d) Each Subsidiary Guarantor shall be not released from its obligations under this Indenture, its Subsidiary Securities Guarantee shall remain liable for the full amount of principal of and interest on the Registration Rights Agreement if Securities and for the Company designates such other obligations of any Guarantor as an Unrestricted provided in this Article X.
(d) At any time after the issuance of any series of Securities that is entitled to the benefits of any Securities Guarantee, the Issuers shall cause each of Parent’s current and future domestic Subsidiaries that is a guarantor under the Credit Agreement or that is a wholly owned domestic obligor or wholly owned domestic guarantor, individually or collectively, under any other future Indebtedness of Parent or its Subsidiaries in excess of $100,000,000 to promptly execute and deliver to the Trustee a supplemental indenture pursuant to which such Subsidiary and will become a Guarantor in respect of such designation complies with the other applicable provisions series of this IndentureSecurities.
Appears in 1 contract
Sources: Indenture (Urs Corp /New/)
Limitation on Liability; Termination, Release and Discharge. (a) Any term or provision of this Indenture to the contrary notwithstanding, the obligations of each Guarantor hereunder will be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Guarantor (including, without limitation, any Guarantees under the First Lien Credit AgreementFacilities) and after giving effect to any collections from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its Subsidiary Guarantee or pursuant to its contribution obligations under this Indenture, result in the obligations of such Guarantor under its Subsidiary Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal or state law and not otherwise being void or voidable under any similar laws affecting the rights of creditors generally.
(b) The Company shall not permit any Guarantor to consolidate with or merge with or into any person (other than another Guarantor) and shall not permit the conveyance, transfer or lease of substantially all of the assets of any Guarantor unless:
(i) the resulting, surviving or transferee Person shall be a corporation, partnership, trust or limited liability company organized and existing under the laws of the United States of America, any State of the United States or the District of Columbia and such Person (if not such Guarantor) shall expressly assume, by supplemental indenture, executed and delivered to the Trustee, all the obligations of such Guarantor under its Subsidiary Guarantee;
(ii) immediately after giving effect to such transaction (and treating any Indebtedness that becomes an obligation of the resulting, surviving or transferee Person or any Subsidiary as a result of such transaction as having been Incurred by such Person or such Subsidiary at the time of such transaction), no Default or Event of Default shall have occurred and be continuing;
(iii) the Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indenture (if any) comply with this Indenture; or
(iv) the transaction is made in compliance with Section 5.01 (other than clause (c) of Section 5.01). Upon the sale or disposition of a Guarantor (by merger, consolidation, the sale of its Capital Stock or the sale of all or substantially all of its assets (other than by lease)) and whether or not such Guarantor is the surviving corporation in such transaction to a Person which is not the Company or a Subsidiary, such Each Guarantor shall be automatically and unconditionally released and discharged from all its obligations under this Indenture and its Subsidiary Guarantee and the Registration Rights Agreement and such Subsidiary Guarantee shall be automatically and unconditionally terminate; provided, however, that (1) and no Default or Event of Default will have occurred or be continuing or would occur as a consequence of a release of the obligations of further action by such Guarantor; and (2) all , the obligations Company or the Trustee is required for the release of such Guarantor under or the Credit Agreement and related documentation and termination of such Subsidiary Guarantee:
(i) upon any sale, exchange, issuance, transfer or other obligations disposition (by merger, consolidation, amalgamation, dividend, distribution or otherwise) of (x) the Capital Stock of such Guarantor relating (including any sale, exchange or transfer), after which the applicable Guarantor is no longer a Restricted Subsidiary or (y) all or substantially all of the assets of such Guarantor to any Indebtedness of a Person that is not the Company or a Guarantor, in each case, if such sale, exchange, issuance, transfer or other disposition is made in compliance with the applicable provisions of this Indenture (including any Guarantor terminate upon consummation of such transaction.amendments thereof);
(cii) Each upon such Guarantor shall be deemed released from all its obligations under this Indenture and the Registration Rights Agreement and such Subsidiary Guarantee shall terminate if all the conditions to legal defeasance set forth in Article VIII are satisfied in accordance herewith.becoming an Excluded Subsidiary;
(diii) Each Subsidiary Guarantor shall be released from its obligations under this Indenture, its Subsidiary Guarantee and upon the Registration Rights Agreement if the Company designates designation of such Guarantor as an Unrestricted Subsidiary and such designation complies in compliance with the other applicable provisions of this Indenture;
(iv) upon the Company exercising its legal defeasance option or covenant defeasance option in accordance with Article Eight or the Company’s obligations under this Indenture being discharged in accordance with the terms of this Indenture;
(v) upon the merger, amalgamation, consolidation or winding up of such Guarantor with and into the Company or another Guarantor that is the surviving Person in such merger, amalgamation, consolidation or winding up, or upon the liquidation of such Guarantor; or
(vi) as described under Article Nine hereof.
Appears in 1 contract
Limitation on Liability; Termination, Release and Discharge. (a) Any term or provision of this Indenture to the contrary notwithstanding, the obligations of each Subsidiary Guarantor hereunder will be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Subsidiary Guarantor (including, without limitation, any Guarantees guarantees under the Credit AgreementABL Facility) and after giving effect to any collections from or payments made by or on behalf of any other Subsidiary Guarantor in respect of the obligations of such other Subsidiary Guarantor under its Subsidiary Note Guarantee or pursuant to its contribution obligations under this Indenture, result in the obligations of such Subsidiary Guarantor under its Subsidiary Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal or state law and not otherwise being void or voidable under any similar laws affecting the rights of creditors generally.
(b) The Company shall Subject to Section 10.2(c), each Subsidiary Guarantor will not, and the Issuer will not permit any Subsidiary Guarantor to to, (1) consolidate with or merge with or into any person or wind up into (other than another Guarantorwhether or not such Subsidiary Guarantor is the surviving entity), or (2) and shall not permit the conveyancesell, transfer assign, transfer, convey, lease, or lease otherwise dispose of all or substantially all of its properties and assets, in one or more related transactions, other than to the assets of any Issuer or another Subsidiary Guarantor unless:
(i) the resulting, surviving or transferee Person shall be a corporation, partnership, trust or limited liability company organized and existing under the laws of the United States of America, any State of the United States or the District of Columbia and such Person (if not such Guarantor) shall expressly assume, by supplemental indenture, executed and delivered to the Trustee, all the obligations of such Guarantor under its Subsidiary Guarantee;
(ii) immediately after giving effect to such that transaction (and treating any Indebtedness that which becomes an obligation of the resulting, surviving or transferee Person or any Restricted Subsidiary as a result of such transaction as having been Incurred incurred by such the surviving Person or such Restricted Subsidiary at the time of such transaction), no Default or Event of Default shall have occurred and be continuingexists;
(iiiii) (A) the Company shall have delivered to Person acquiring the Trustee an Officers’ Certificate and an Opinion of Counselproperty in any such sale, each stating that assignment, transfer, conveyance, lease or disposition or the Person formed by or surviving any such consolidation, consolidation or merger or transfer and such supplemental indenture (if anyother than the Subsidiary Guarantor)
(1) comply with is organized or existing under the laws of the United States, any state thereof or the District of Columbia (provided that the provisions described in this clause (1) shall not apply if such Subsidiary Guarantor is organized under the laws of a jurisdiction other than the United States, any state thereof or the District of Columbia) and (2) assumes all the obligations of that Subsidiary Guarantor under this Indenture; or
(iv) the transaction is made in compliance with Section 5.01 (other than clause (c) of Section 5.01). Upon the sale or disposition of a Guarantor (by merger, consolidationits Note Guarantee, the sale of its Capital Stock or the sale of all or substantially all of its assets (other than by lease)) and whether or not such Guarantor is the surviving corporation in such transaction to a Person which is not the Company or a Subsidiary, such Guarantor shall be automatically released from all its obligations under this Indenture and its Subsidiary Guarantee and the Registration Rights Agreement and the Security Documents related to the Notes pursuant to a supplemental indenture satisfactory to the Trustee and (3) shall cause such Subsidiary Guarantee shall terminate; providedamendments, howeversupplements or other instruments to be executed, that (1) no Default filed, and recorded in such jurisdictions as may be required by applicable law to preserve and protect the Lien on the Collateral owned by or Event of Default will have occurred transferred to the surviving Person, together with such financing statements or comparable documents as may be continuing or would occur as a consequence required to perfect any security interests in such Collateral which may be perfected by the filing of a release financing statement or a similar document under the Uniform Commercial Code or other similar statute or regulation of the obligations of such Guarantorrelevant states or jurisdictions; and (2) all the obligations of such Guarantor under the Credit Agreement and related documentation and any other obligations of such Guarantor relating to any Indebtedness of the Company or any Guarantor terminate upon consummation of such transaction.
(c) Each Guarantor shall be deemed released from all its obligations under this Indenture and the Registration Rights Agreement and such Subsidiary Guarantee shall terminate if all the conditions to legal defeasance set forth in Article VIII are satisfied in accordance herewith.
(d) Each Subsidiary Guarantor shall be released from its obligations under this Indenture, its Subsidiary Guarantee and the Registration Rights Agreement if the Company designates such Guarantor as an Unrestricted Subsidiary and such designation complies with the other applicable provisions of this Indenture.and
Appears in 1 contract
Limitation on Liability; Termination, Release and Discharge. (a) Any term or provision of this Indenture to the contrary notwithstanding, the obligations of each Guarantor hereunder will be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Guarantor (including, without limitation, any Guarantees guarantees under the Senior Credit AgreementFacilities) and after giving effect to any collections from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its Subsidiary Guarantee or pursuant to its contribution obligations under this Indenture, result in the obligations of such Guarantor under its Subsidiary Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal or state law and not otherwise being void or voidable under any similar laws affecting the rights of creditors generally.
(b) The In addition, the Company shall not permit any Guarantor to consolidate with or merge with or into any person (other than another Guarantor) and shall not permit the sale, conveyance, transfer transfer, lease or lease other disposition of substantially all of the assets of any Guarantor such Guarantor, whether in a single transaction or a series of related transaction, unless:
(i) the resulting, surviving or transferee Person shall be a corporation, partnership, trust or limited liability company organized and existing under the laws of the United States of America, any State of the United States or the District of Columbia and such Person (if not such Guarantor) shall expressly assume, by supplemental indenture, executed and delivered to the Trustee, all the obligations of such Guarantor under its Subsidiary Guarantee;
(ii) immediately after giving effect to such transaction (and treating any Indebtedness that becomes an obligation of the resulting, surviving or transferee Person or any Subsidiary as a result of such transaction as having been Incurred by such Person or such Subsidiary at the time of such transaction), no Default or Event of Default shall have occurred and be continuing;
(iii) the Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indenture (if any) comply with this Indenture; or
(iv) the transaction is made in compliance with Section 5.01 (other than clause (ciii) of Section 5.01). Upon the sale or disposition of a Guarantor (by merger, consolidation, the sale of its Capital Stock or the sale of all or substantially all of its assets (other than by lease)) and whether or not such the Guarantor is the surviving corporation in such transaction to a Person which is not the Company or a Subsidiary, such Guarantor shall will be automatically released from all its obligations under this Indenture and its Subsidiary Guarantee and the Registration Rights Agreement and such Subsidiary Guarantee shall will terminate; provided, however, that (1) no Default the sale or Event of Default will have occurred or be continuing or would occur as a consequence of a release of the obligations of such Guarantorother disposition is in compliance with this Indenture, including Section 5.01 (other than clause (iii) thereof); and (2) all the obligations of such Guarantor under the Credit Agreement and related documentation and any other obligations of such Guarantor relating to any other Indebtedness of the Company or any Guarantor its Subsidiaries terminate upon consummation of such transaction.
(c) Each Subject to Section 8.04, each Guarantor shall be deemed released from all its obligations under this Indenture and the Registration Rights Agreement and such Subsidiary Guarantee shall terminate if all upon the conditions satisfaction and discharge of the Indenture pursuant to legal defeasance set forth in Article VIII are satisfied in accordance herewith.
(d) Each Subsidiary Guarantor shall be released from its obligations under this Indenture, its Subsidiary Guarantee and the Registration Rights Agreement if the Company designates such Guarantor as an Unrestricted Subsidiary and such designation complies with the other applicable provisions of this IndentureArticle 8 hereof.
Appears in 1 contract
Limitation on Liability; Termination, Release and Discharge. (a) Any term or provision of this Indenture to the contrary notwithstanding, the obligations of each Subsidiary Guarantor hereunder will shall be limited to the maximum amount as willshall, after giving effect to all other contingent and fixed liabilities of such Subsidiary Guarantor (including, without limitation, any Guarantees under the Credit Agreement) and after giving effect to any collections from or payments made by or on behalf of any other Subsidiary Guarantor in respect of the obligations of such other Subsidiary Guarantor under its Subsidiary Guarantee or pursuant to its contribution obligations under this Indenture, result in the obligations of such Subsidiary Guarantor under its Subsidiary Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal or state law and not otherwise being void or voidable under any similar laws affecting the rights of creditors generally.
(b) The Company A Subsidiary Guarantee by a Subsidiary Guarantor shall not permit any be automatically and unconditionally released and discharged, and each Subsidiary Guarantor to consolidate with or merge with or into any person (other than another Guarantor) and its obligations under the Subsidiary Guarantee and this Indenture shall not permit the conveyance, transfer or lease of substantially all of the assets of any Guarantor unlessbe released and discharged:
(i) upon any sale, exchange or transfer (by merger or otherwise) of the resulting, surviving or transferee Person shall Capital Stock of such Subsidiary Guarantor following which such Subsidiary Guarantor ceases to be a corporation, partnership, trust direct or limited liability company organized and existing under the laws indirect Subsidiary of the United States of AmericaCompany if such sale or disposition does not constitute an Asset Disposition or is made in compliance with this Indenture, any State of the United States or the District of Columbia including Section 3.7 and such Person (if not such Guarantor) shall expressly assume, by supplemental indenture, executed and delivered to the Trustee, all the obligations of such Guarantor under its Subsidiary GuaranteeArticle IV);
(ii) immediately after giving effect to such transaction (and treating any Indebtedness that becomes an obligation of the resulting, surviving or transferee Person or any Subsidiary as a result of such transaction as having been Incurred by such Person or if such Subsidiary at Guarantor is dissolved or liquidated in accordance with the time provisions of such transaction), no Default or Event of Default shall have occurred and be continuingthis Indenture;
(iii) upon exercise of the Company shall have delivered Company’s legal defeasance option or covenant defeasance option or upon satisfaction and discharge of this Indenture, in each case, pursuant to the Trustee an Officers’ Certificate and an Opinion provisions of Counsel, each stating that such consolidation, merger or transfer and such supplemental indenture (if any) comply with this IndentureArticle VIII hereof; orand
(iv) the transaction is made in compliance with Section 5.01 (other than clause (c) of Section 5.01). Upon the sale or disposition of a Guarantor (by merger, consolidation, the sale of its Capital Stock or the sale of all or substantially all of its assets (other than by lease)) and whether or not such Guarantor is the surviving corporation in such transaction to a Person which is not the Company or a Subsidiary, such Guarantor shall be automatically released from all its obligations under this Indenture and its Subsidiary Guarantee and the Registration Rights Agreement and such Subsidiary Guarantee shall terminate; provided, however, that (1) no Default or Event of Default will have occurred or be continuing or would occur as a consequence of a release of the obligations of such Guarantor; and (2) all the obligations of such Guarantor under the Credit Agreement and related documentation and any other obligations of such Guarantor relating to any Indebtedness of the Company or any Guarantor terminate upon consummation of such transaction.
(c) Each Guarantor shall be deemed released from all its obligations under this Indenture and the Registration Rights Agreement and such Subsidiary Guarantee shall terminate if all the conditions to legal defeasance set forth in Article VIII are satisfied in accordance herewith.
(d) Each Subsidiary Guarantor shall be released from its obligations under this Indenture, its Subsidiary Guarantee and the Registration Rights Agreement if the Company designates such Subsidiary Guarantor as an Unrestricted Subsidiary and such designation complies with the other applicable provisions of this Indenture.
(c) In the case of Section 10.2(b)(i) only, the Company shall deliver to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for in this Indenture relating to such transaction have been complied with.
(d) The release of a Subsidiary Guarantor from its Subsidiary Guarantee and its obligations under this Indenture in accordance with the provisions of this Section 10.2 shall not preclude the future applications of Section 3.10 to such Person.
Appears in 1 contract
Limitation on Liability; Termination, Release and Discharge. (a) Any term or provision of this Indenture to the contrary notwithstanding, the obligations of each Guarantor hereunder will be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Guarantor (including, without limitation, any Guarantees under the Senior Credit AgreementFacilities) and after giving effect to any collections from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its Subsidiary Guarantee or pursuant to its contribution obligations under this Indenture, result in the obligations of such Guarantor under its Subsidiary Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal or state law and not otherwise being void or voidable under any similar laws affecting the rights of creditors generally.
(b) The Company shall not permit any Guarantor to consolidate with or merge with or into any person (other than another Guarantor) and shall not permit the conveyance, transfer or lease of substantially all of the assets of any Guarantor unless:
(i) the resulting, surviving or transferee Person shall be a corporation, partnership, trust or limited liability company organized and existing under the laws of the United States of America, any State of the United States or the District of Columbia and such Person (if not such Guarantor) shall expressly assume, by supplemental indenture, executed and delivered to the Trustee, all the obligations of such Guarantor under its Subsidiary Guarantee;
(ii) immediately after giving effect to such transaction (and treating any Indebtedness that becomes an obligation of the resulting, surviving or transferee Person or any Subsidiary as a result of such transaction as having been Incurred by such Person or such Subsidiary at the time of such transaction), no Default or Event of Default shall have occurred and be continuing;
(iii) the Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indenture (if any) comply with this Indenture; or
(iv) the transaction is made in compliance with Section 5.01 (other than clause (c) of Section 5.01). Upon the sale or disposition of a Guarantor (by merger, consolidation, the sale of its Capital Stock or the sale of all or substantially all of its assets (other than by lease)) and whether or not such Guarantor is the surviving corporation in such transaction to a Person which is not the Company or a Subsidiary, such Each Guarantor shall be automatically and unconditionally released and discharged from all its obligations under this Indenture and its Subsidiary Guarantee and the Registration Rights Agreement and such Subsidiary Guarantee shall be automatically and unconditionally terminate; provided, howeverand no further action by such Guarantor, the Company or the Trustee is required for the release of such Guarantor or the termination of such Subsidiary Guarantee:
(i) upon any sale, exchange, issuance, transfer or other disposition (by merger, consolidation, amalgamation, dividend, distribution or otherwise) of (x) the Capital Stock of such Guarantor (including any sale, exchange or transfer), after which the applicable Guarantor is no longer a Restricted Subsidiary or (y) all or substantially all of the assets of such Guarantor to a Person that is not the Company or a Guarantor, in each case, if such sale, exchange, issuance, transfer or other disposition is made in compliance with the applicable provisions of this Indenture (1including any amendments thereof);
(A) no Default upon the release or Event discharge of Default will have occurred or be continuing or would occur as a consequence of a release the guarantee by such Guarantor of the obligations under the Senior Credit Facilities and the Existing Notes or (B) upon the release or discharge of such Guarantor; and (2) all the obligations of other guarantee that required such Guarantor under the Credit Agreement and related documentation and any other obligations of such Guarantor relating to any Indebtedness of the Company or any Guarantor terminate upon consummation of such transaction.
(c) Each Guarantor shall be deemed released from all its obligations under this Indenture and the Registration Rights Agreement and provide such Subsidiary Guarantee shall terminate pursuant to Section 4.10 except, in each case, (x) a discharge or release by or as a result of payment and (y) if all at the conditions time of the release and discharge of such Subsidiary Guarantee, such Guarantor would be required to legal defeasance set forth in Article VIII are satisfied in accordance herewith.guarantee the Notes pursuant to Section 4.10;
(diii) Each Subsidiary Guarantor shall be released from its obligations under this Indenture, its Subsidiary Guarantee and upon the Registration Rights Agreement if the Company designates designation of such Guarantor as an Unrestricted Subsidiary and such designation complies in compliance with the other applicable provisions of this Indenture;
(iv) upon the Company exercising its legal defeasance option or covenant defeasance option in accordance with Article 8 or the Company’s obligations under this Indenture being discharged in accordance with the terms of this Indenture;
(v) upon the merger, amalgamation, consolidation or winding up of such Guarantor with and into the Company or another Guarantor that is the surviving Person in such merger, amalgamation, consolidation or winding up, or upon the liquidation of such Guarantor; or
(vi) as described under Article 9 hereof.
Appears in 1 contract
Limitation on Liability; Termination, Release and Discharge. (a) Any term or provision of this Indenture to the contrary notwithstanding, the The obligations of each Subsidiary Guarantor hereunder will be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Subsidiary Guarantor (including, without limitation, any Guarantees guarantees under the Senior Credit Agreement, the 2006 Notes, the 2008 Notes and the Convertible Notes) and after giving effect to any collections from or payments made by or on behalf of any other Subsidiary Guarantor in respect of the obligations of such other Subsidiary Guarantor under its Subsidiary Guarantee or pursuant to its contribution obligations under this Indenture, result in the obligations of such Subsidiary Guarantor under its Subsidiary Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal or state law and not otherwise being void or voidable under any similar laws affecting the rights of creditors generally.
(b) The Company shall not permit any Each Subsidiary Guarantor to may consolidate with or merge into or sell its assets to the Company or another Subsidiary Guarantor without limitation. Subject to Article III and Article IV, each Subsidiary Guarantor may consolidate with or merge into any person (or sell all or substantially all its assets to a corporation, partnership or trust other than the Company or another Subsidiary Guarantor (whether or not affiliated with the Subsidiary Guarantor) and ), except that if the surviving corporation of any such merger or consolidation is a Subsidiary of the Company, such merger, consolidation or sale shall not permit the conveyance, transfer or lease of substantially all of the assets of any Guarantor unless:
be permitted unless (i) the resulting, Person formed by or surviving any such consolidation or transferee Person shall be a corporation, partnership, trust or limited liability company organized and existing under the laws of the United States of America, any State of the United States or the District of Columbia and such Person (if not such Guarantor) shall expressly assume, by supplemental indenture, executed and delivered to the Trustee, merger assumes all the obligations of such Guarantor Subsidiary under its the Subsidiary Guarantee pursuant to a supplemental indenture in form and substance reasonably satisfactory to the Trustee in respect of the Securities, this Indenture and the Subsidiary Guarantee;
, (ii) immediately after giving effect to such transaction (and treating any Indebtedness that becomes an obligation of the resulting, surviving or transferee Person or any Subsidiary as a result of such transaction as having been Incurred by such Person or such Subsidiary at the time of such transaction), no Default or Event of Default shall have occurred exists; and be continuing;
(iii) the Company shall have delivered delivers to the Trustee an Officers’ ' Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indenture (if any) comply Counsel addressed to the Trustee with this Indenture; or
(iv) respect to the transaction is made in compliance with Section 5.01 (other than clause (c) of Section 5.01)foregoing matters. Upon the sale or disposition of a Subsidiary Guarantor (by merger, consolidation, the sale of its Capital Stock or the sale of all or substantially all of its assets (other than by lease)) and whether or not such the Subsidiary Guarantor is the surviving corporation in such transaction to a Person (whether or not an Affiliate of the Subsidiary Guarantor) which is not the Company or a SubsidiarySubsidiary of the Company, which sale or disposition is otherwise in compliance with this Indenture, such Subsidiary Guarantor shall will be automatically released from all its obligations under this Indenture and its Subsidiary Guarantee and the Registration Rights Agreement and such Subsidiary Guarantee shall will terminate; provided, however, that any such termination will occur only to the extent that (1x) no Default or Event of Default with respect to each Subsidiary Guarantor other than MCA, each such Subsidiary Guarantor will have occurred or be continuing or would occur as a consequence of a release of the released from obligations of such Guarantor; and (2) under its Subsidiary Guarantee if all the obligations of such Subsidiary Guarantor under the Senior Credit Agreement Agreement, the 2006 Notes, the 2008 Notes, the Convertible Notes and related documentation and any other obligations of such Guarantor relating to any Indebtedness of the Company or any Guarantor terminate upon consummation of such transactiontransaction and (y) with respect to MCA, MCA will be released from its obligations under its Subsidiary Guarantee if the Company and its remaining Subsidiaries are not liable with respect to any Debt of MCA.
(c) Each Subsidiary Guarantor shall will be deemed released from all its obligations under this Indenture and the Registration Rights Agreement and such Subsidiary Guarantee shall terminate if all the conditions to legal defeasance set forth in Article VIII are satisfied in accordance herewith.
(d) Each Subsidiary Guarantor shall be released from its obligations under this Indenture, its Subsidiary Guarantee and the Registration Rights Agreement if the Company designates such Guarantor as an Unrestricted Subsidiary and such designation complies with Subsidiary Guarantee will terminate upon the other applicable legal defeasance or covenant defeasance of the Securities pursuant to the provisions of this IndentureArticle VIII hereof.
Appears in 1 contract
Sources: Indenture (Birchwood Manor Inc)
Limitation on Liability; Termination, Release and Discharge. (a) Any term or provision of this Indenture to the contrary notwithstanding, the obligations of each Subsidiary Guarantor hereunder will be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Subsidiary Guarantor (including, without limitation, its guarantee of any Guarantees borrowings under the Senior Secured Credit Agreement) and after giving effect to any collections from or payments made by or on behalf of any other Subsidiary Guarantor in respect of the obligations of such other Subsidiary Guarantor under its Subsidiary Guarantee or pursuant to its contribution obligations under this Indenture, result in the obligations of such Subsidiary Guarantor under its Subsidiary Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal or state law and not otherwise being void or voidable under any similar laws affecting the rights of creditors generally.
(b) The Company shall not permit any Guarantor to consolidate with or merge with or into any person (other than another Guarantor) and shall not permit the conveyance, transfer or lease of substantially all of the assets of any Guarantor unless:
(i) the resulting, surviving or transferee Person shall be a corporation, partnership, trust or limited liability company organized and existing under the laws of the United States of America, any State of the United States or the District of Columbia and such Person (if not such Guarantor) shall expressly assume, by supplemental indenture, executed and delivered to the Trustee, all the obligations of such Guarantor under its Subsidiary Guarantee;
(ii) immediately after giving effect to such transaction (and treating any Indebtedness that becomes an obligation of the resulting, surviving or transferee Person or any Subsidiary as a result of such transaction as having been Incurred by such Person or such Subsidiary at the time of such transaction), no Default or Event of Default shall have occurred and be continuing;
(iii) the Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indenture (if any) comply with this Indenture; or
(iv) the transaction is made in compliance with Section 5.01 (other than clause (c) of Section 5.01). Upon the sale or disposition of a Subsidiary Guarantor (by merger, consolidation, the sale of a sufficient amount of its Capital Stock so that it no longer qualifies as a “Restricted Subsidiary” of the Issuer or the sale of all or substantially all of its assets (other than by lease)) and whether or not such the Subsidiary Guarantor is the surviving corporation entity in such transaction transaction) to a Person which is not the Company Issuer or a Restricted Subsidiary, such Subsidiary Guarantor shall will be automatically released from all its obligations under this Indenture and its Subsidiary Guarantee and if the Registration Rights Agreement and such Subsidiary Guarantee shall terminate; provided, however, that (1) no Default sale or Event of Default will have occurred or be continuing or would occur as a consequence of a release of the obligations of such Guarantor; and (2) all the obligations of such Guarantor under the Credit Agreement and related documentation and any other obligations of such Guarantor relating to any Indebtedness of the Company or any Guarantor terminate upon consummation of such transactiondisposition does not violate Section 3.5.
(c) Each Subsidiary Guarantor shall will be deemed automatically released from all its obligations under this Indenture and its Guarantee upon the Registration Rights Agreement and such Subsidiary Guarantee shall terminate if all Guarantor ceasing to guarantee any the conditions to legal defeasance set forth in Article VIII are satisfied in accordance herewithother Indebtedness of the Issuer or any other Subsidiary Guarantor.
(d) Each Subsidiary Guarantor shall will be automatically released from its obligations under this Indenture, Indenture and its Subsidiary Guarantee and the Registration Rights Agreement if the Company Issuer designates such Subsidiary Guarantor as an Unrestricted Subsidiary and such designation complies with the other applicable provisions of this Indenture.
(e) Each Subsidiary Guarantor will be automatically released from all its obligations under this Indenture and its Guarantee, and such Guarantee will terminate, upon the legal defeasance or covenant defeasance of the Notes or upon satisfaction and discharge of this Indenture, in each case pursuant to the provisions of Article VIII hereof.
(f) With respect to any release of a Guarantee, upon such Subsidiary Guarantor delivering to the Trustee an Officers’ Certificate and an Opinion of Counsel stating that all conditions precedent provided for in this Indenture relating to the transactions specified in clauses (b), (c), (d) or (e) of this Section 10.2 have been complied with, the Trustee shall execute appropriate documentation evidencing such release.
Appears in 1 contract
Sources: Indenture (ANTERO RESOURCES Corp)
Limitation on Liability; Termination, Release and Discharge. (a) Any term or provision of this Indenture to the contrary notwithstanding, the obligations of each Guarantor hereunder will be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Guarantor (including, without limitation, any Guarantees guarantees under the Credit Agreement) and after giving effect to any collections from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its Subsidiary Guarantee or pursuant to its contribution obligations under this Indenture, result in the obligations of such Guarantor under its Subsidiary Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal or state law and not otherwise being void or voidable under any similar laws affecting the rights of creditors generally.
(b) The In addition, the Company shall not permit any Guarantor to consolidate with or merge with or into any person (other than another Guarantor) and shall not permit the sale, conveyance, transfer transfer, lease or lease other disposition of substantially all of the assets of any Guarantor such Guarantor, whether in a single transaction or a series of related transaction, unless:
(i) the resulting, surviving or transferee Person shall be a corporation, partnership, trust or limited liability company organized and existing under the laws of the United States of America, any State of the United States or the District of Columbia and such Person (if not such Guarantor) shall expressly assume, by supplemental indenture, executed and delivered to the Trustee, all the obligations of such Guarantor under its Subsidiary Guarantee;
(ii) immediately after giving effect to such transaction (and treating any Indebtedness that becomes an obligation of the resulting, surviving or transferee Person or any Subsidiary as a result of such transaction as having been Incurred by such Person or such Subsidiary at the time of such transaction), no Default or Event of Default shall have occurred and be continuing;
(iii) the Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indenture (if any) comply with this Indenture; or
(iv) the transaction is made in compliance with Section 5.01 (other than clause (ciii) of Section 5.01). Upon the sale or disposition of a Guarantor (by merger, consolidation, the sale of its Capital Stock or the sale of all or substantially all of its assets (other than by lease)) and whether or not such the Guarantor is the surviving corporation in such transaction to a Person which is not the Company or a Subsidiary, such Guarantor shall will be automatically released from all its obligations under this Indenture and its Subsidiary Guarantee and the Registration Rights Agreement and such Subsidiary Guarantee shall will terminate; provided, however, that (1) no Default the sale or Event of Default will have occurred or be continuing or would occur as a consequence of a release of the obligations of such Guarantorother disposition is in compliance with this Indenture, including Section 5.01 (other than clause (iii) thereof); and (2) all the obligations of such Guarantor under the Credit Agreement and related documentation and any other obligations of such Guarantor relating to any other Indebtedness of the Company or any Guarantor its Subsidiaries terminate upon consummation of such transaction.
(c) Each Subject to Section 8.04, each Guarantor shall be deemed released from all its obligations under this Indenture and the Registration Rights Agreement and such Subsidiary Guarantee shall terminate if all upon the conditions satisfaction and discharge of the Indenture pursuant to legal defeasance set forth in Article VIII are satisfied in accordance herewith.
(d) Each Subsidiary Guarantor shall be released from its obligations under this Indenture, its Subsidiary Guarantee and the Registration Rights Agreement if the Company designates such Guarantor as an Unrestricted Subsidiary and such designation complies with the other applicable provisions of this IndentureArticle 8 hereof.
Appears in 1 contract
Limitation on Liability; Termination, Release and Discharge. (a) Any term or provision of this Indenture to the contrary notwithstanding, the obligations of each Subsidiary Guarantor hereunder will be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Subsidiary Guarantor (including, without limitation, any Guarantees guarantees under the Senior Secured Credit Agreement) and after giving effect to any collections from or payments made by or on behalf of any other Subsidiary Guarantor in respect of the obligations of such other Subsidiary Guarantor under its Subsidiary Guarantee or pursuant to its contribution obligations under this Indenture, result in the obligations of such Subsidiary Guarantor under its Subsidiary Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal or state law and not otherwise being void or voidable under any similar laws affecting the rights of creditors generally.
(b) The Company shall will not permit any Subsidiary Guarantor to consolidate with or merge with or into any person Person (other than the Company or another Subsidiary Guarantor) ), and shall will not permit the conveyanceconvey, transfer or lease of all or substantially all of the assets of any Subsidiary Guarantor (other than to the Company or another Subsidiary Guarantor), unless:
(ia) the resulting, surviving or transferee Person shall will be a corporation, partnership, trust or limited liability company organized or formed and existing under the laws of the United States of America, any State of the United States or the District of Columbia Columbia, Canada or any province or territory of Canada and such Person (if not the Company or such Subsidiary Guarantor) shall will expressly assume, by supplemental indenture, executed and delivered to the Trustee, all the obligations of such Subsidiary Guarantor under its Subsidiary Guarantee;
; (iib) immediately after giving effect to such transaction (and treating any Indebtedness that becomes an obligation of the resulting, surviving or transferee Person or any Restricted Subsidiary as a result of such transaction as having been Incurred by such Person or such Restricted Subsidiary at the time of such transaction), no Default or of Event of Default shall have occurred and be continuing;
; and (iiic) the Company shall will have delivered to the Trustee an Officers’ ' Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indenture (if any) comply with this Indenture; or
(iv2) the transaction is made in compliance with Section 5.01 (other than clause (c) of Section 5.01). Upon the sale or disposition of a Guarantor (by merger, consolidation, the sale of its Capital Stock or the sale of all or substantially all of its assets (other than by lease)) and whether or not such Guarantor is the surviving corporation in such transaction to a Person which is not the Company or a Subsidiary, such Guarantor shall be automatically released from all its obligations under this Indenture and its Subsidiary Guarantee and the Registration Rights Agreement and such Subsidiary Guarantee shall terminate; provided, however, that (1) no Default or Event of Default will have occurred or be continuing or would occur as a consequence of a release of the obligations of such Guarantor; and (2) all the obligations of such Guarantor under the Credit Agreement and related documentation and any other obligations of such Guarantor relating to any Indebtedness of the Company or any Guarantor terminate upon consummation of such transaction3.
(c) Each Guarantor shall be deemed released from all its obligations under this Indenture and the Registration Rights Agreement and such Subsidiary Guarantee shall terminate if all the conditions to legal defeasance set forth in Article VIII are satisfied in accordance herewith.
(d) Each Subsidiary Guarantor shall be released from its obligations under this Indenture, its Subsidiary Guarantee and the Registration Rights Agreement if the Company designates such Guarantor as an Unrestricted Subsidiary and such designation complies with the other applicable provisions of this Indenture.
Appears in 1 contract
Sources: Indenture (Gerdau Usa Inc)
Limitation on Liability; Termination, Release and Discharge. (a) Any term or provision of this Indenture to the contrary notwithstanding, the obligations of each Subsidiary Guarantor hereunder will be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Subsidiary Guarantor (including, without limitation, any Guarantees guarantees under the Senior Credit AgreementFacility) and after giving effect to any collections from or payments made by or on behalf of any other Subsidiary Guarantor in respect of the obligations of such other Subsidiary Guarantor under its Subsidiary Guarantee or pursuant to its contribution obligations under this Indenture, result in the obligations of such Subsidiary Guarantor under its Subsidiary Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal or state law and not otherwise being void or voidable under any similar laws affecting the rights of creditors generally.
(b) The Company shall not permit any Guarantor to consolidate with or merge with or into any person (other than another Guarantor) and shall not permit the conveyance, transfer or lease of substantially all of the assets of any Guarantor unless:
(i) the resulting, surviving or transferee Person shall be a corporation, partnership, trust or limited liability company organized and existing under the laws of the United States of America, any State of the United States or the District of Columbia and such Person (if not such Guarantor) shall expressly assume, by supplemental indenture, executed and delivered to the Trustee, all the obligations of such Guarantor under its Subsidiary Guarantee;
(ii) immediately after giving effect to such transaction (and treating any Indebtedness that becomes an obligation of the resulting, surviving or transferee Person or any Subsidiary as a result of such transaction as having been Incurred by such Person or such Subsidiary at the time of such transaction), no Default or Event of Default shall have occurred and be continuing;
(iii) the Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indenture (if any) comply with this Indenture; or
(iv) the transaction is made in compliance with Section 5.01 (other than clause (c) of Section 5.01). Upon the sale or disposition of a Subsidiary Guarantor (by merger, consolidation, the sale of its Capital Stock or the sale of all or substantially all of its assets (other than by lease)) and whether or not such the Subsidiary Guarantor is the surviving corporation in such transaction to a Person which is not the Company or a SubsidiaryRestricted Subsidiary of the Company, such Subsidiary Guarantor shall will be automatically released from all its obligations under this Indenture and its Subsidiary Guarantee and the Registration Rights Agreement and such Subsidiary Guarantee shall will terminate; provided, however, that (1x) no Default the sale or Event of Default will have occurred or be continuing or would occur as a consequence of a release of the obligations of such Guarantor; other disposition is in compliance with this Indenture, including Sections 3.5, 3.9 and 4.1 and (2y) all the obligations of such Subsidiary Guarantor under the Credit Agreement and related documentation and any other obligations of such Guarantor agreements relating to any other Indebtedness of the Company or any Guarantor its Restricted Subsidiaries terminate upon consummation of such transaction.
(c) Each Subsidiary Guarantor shall be deemed released from all its obligations under this Indenture and the Registration Rights Agreement and such Subsidiary Guarantee shall terminate if all (x) upon the conditions to legal defeasance set forth in of the Securities pursuant to the provisions of Article VIII are satisfied hereof or (y) in accordance herewithwith Section 3.12 of this Indenture.
(d) Each Subsidiary Guarantor shall be released from its obligations under this Indenture, its Subsidiary Guarantee and the Registration Rights Agreement if the Company designates such Subsidiary Guarantor as an Unrestricted Subsidiary and such designation complies with the other applicable provisions of this Indenture.
Appears in 1 contract
Limitation on Liability; Termination, Release and Discharge. (a) Any term or provision of this Indenture to the contrary notwithstanding, the obligations of each Guarantor hereunder will be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Guarantor (including, without limitation, any Guarantees under the Credit Agreement) and after giving effect to any collections from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its Subsidiary Guarantee or pursuant to its contribution obligations under this Indenture, result in the obligations of such Guarantor under its Subsidiary Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal or state law and not otherwise being void or voidable under any similar laws affecting the rights of creditors generally.
(b) The Company shall not permit any Guarantor to consolidate with or merge with or into any person (other than another Guarantor) and shall not permit the conveyance, transfer or lease of substantially all of the assets of any Guarantor unless:
(i) the resulting, surviving or transferee Person shall be a corporation, partnership, trust or limited liability company organized and existing under the laws of the United States of America, any State of the United States or the District of Columbia and such Person (if not such Guarantor) shall expressly assume, by supplemental indenture, executed and delivered to the Trustee, all the obligations of such Guarantor under its Subsidiary Guarantee;
(ii) immediately after giving effect to such transaction (and treating any Indebtedness that becomes an obligation of the resulting, surviving or transferee Person or any Subsidiary as a result of such transaction as having been Incurred by such Person or such Subsidiary at the time of such transaction), no Default or Event of Default shall have occurred and be continuing;
(iii) the Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indenture (if any) comply with this Indenture; or
(iv) the transaction is made in compliance with Section 5.01 (other than clause (c) of Section 5.01). Upon the sale or disposition of a Guarantor (by merger, consolidation, the sale of its Capital Stock or the sale of all or substantially all of its assets (other than by lease)) and whether or not such the Guarantor is the surviving corporation in such transaction to a Person which is not the Company or a Subsidiary, such Guarantor shall will be automatically released from all its obligations under this Indenture and its Subsidiary Guarantee and the Registration Rights Agreement and such Subsidiary Guarantee shall terminateGuarantee; provided, however, that (1) no Default or Event of Default will have occurred or be continuing or would occur as a consequence of a release of the obligations of such Guarantor; and (2) all the obligations of such Guarantor under the Credit Agreement and related documentation and any other obligations of such Guarantor relating to any Indebtedness of the Company or any Guarantor terminate upon consummation of such transaction.
(c) Each Guarantor shall be deemed released from all its obligations under this Indenture and the Registration Rights Agreement and such its Subsidiary Guarantee shall terminate if all the conditions to legal defeasance set forth in Article VIII hereof are satisfied in accordance herewith.
(d) Each Subsidiary Guarantor shall be released from its obligations under this Indenture, Indenture and its Subsidiary Guarantee and the Registration Rights Agreement if the Company designates such Guarantor as an Unrestricted Subsidiary and such designation complies with the other applicable provisions of this Indenture.
Appears in 1 contract
Limitation on Liability; Termination, Release and Discharge. (a) Any term or provision of this Indenture to the contrary notwithstanding, the obligations of each Subsidiary Guarantor hereunder will shall be limited to the maximum amount as willshall, after giving effect to all other contingent and fixed liabilities of such Subsidiary Guarantor (including, without limitation, if applicable, any Guarantees guarantees under the Senior Credit AgreementFacilities or the 2018 Notes Indenture) and after giving effect to any collections from or payments made by or on behalf of any other Subsidiary Guarantor in respect of the obligations of such other Subsidiary Guarantor under its Subsidiary Guarantee or pursuant to its contribution obligations under this Indenture, result in the obligations of such Subsidiary Guarantor under its Subsidiary Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal or state law and not otherwise being void or voidable under any similar laws affecting the rights of creditors generally.
(b) The Subject to Section 10.2(c), the Company shall not permit any Subsidiary Guarantor to to, consolidate with or merge with or into any person or wind up into (other than another Guarantor) and shall whether or not permit the conveyanceCompany or such Subsidiary Guarantor is the surviving corporation), transfer or lease sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of the assets of its properties or assets, in one or more related transaction, to, any Guarantor Person unless:
(i) such Subsidiary Guarantor is the resultingsurviving corporation or the Person formed by or surviving any such consolidation or merger (if other than such Subsidiary Guarantor) or to which such sale, surviving assignment, transfer, lease, conveyance or transferee other disposition shall have been made is a Person shall be a corporation, partnership, trust organized or limited liability company organized and existing under the laws of the United States jurisdiction of Americaorganization of such Subsidiary Guarantor, any State or the laws of the United States or States, any state thereof, the District of Columbia and Columbia, or any territory thereof (such Person Subsidiary Guarantor or such Person, as the case may be, being herein called the “Successor Person”);
(ii) the Successor Person, if not other than such Subsidiary Guarantor) shall , expressly assume, by supplemental indenture, executed and delivered to the Trustee, assumes all the obligations of such Subsidiary Guarantor under its Subsidiary Guarantee;
(ii) immediately after giving effect to such transaction (this Indenture and treating any Indebtedness that becomes an obligation of the resulting, surviving or transferee Person or any Subsidiary as a result of such transaction as having been Incurred by such Person or such Subsidiary at Guarantor’s related Guarantee pursuant to supplemental indentures or other documents or instruments in form reasonably satisfactory to the time of such transaction), no Default or Event of Default shall have occurred and be continuingTrustee;
(iii) immediately after such transaction, no Default exists;
(iv) the Company Issuers shall have delivered to the Trustee an Officers’ Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indenture (indentures, if any) , comply with this Indenture; or
(ivv) the transaction is made in compliance with Section 5.01 3.5.
(c) Subject to the limitations described in this Indenture, the Successor Person shall succeed to, and be substituted for, such Subsidiary Guarantor under this Indenture and such Subsidiary Guarantor’s Guarantee. Notwithstanding the foregoing, any Subsidiary Guarantor may (i) merge into or with or wind up into or transfer all or part of its properties and assets to a Subsidiary Guarantor or the Company or (ii) merge with an Affiliate of the Company solely for the purpose of reincorporating or reorganizing the Subsidiary Guarantor in the United States, any state thereof, the District of Columbia or any territory thereof. Notwithstanding the foregoing, any Restricted Subsidiary (other than clause BKC) may liquidate or dissolve if the Company determines in good faith that such liquidation or dissolution is in the best interests of the Company and is not materially disadvantageous to the Holders.
(cd) Any Guarantee by a Subsidiary Guarantor of the Notes shall be automatically and unconditionally released and discharged upon:
(A) the sale, exchange, disposition or transfer (by merger or otherwise) of Section 5.01). Upon (x) the sale or disposition of a Guarantor (by merger, consolidation, the sale of its Capital Stock of such Subsidiary Guarantor, after which the applicable Subsidiary Guarantor is no longer a Restricted Subsidiary, or the sale of (y) all or substantially all the assets of its assets such Subsidiary Guarantor, which sale, exchange, disposition or transfer in each case is made in compliance with the applicable provisions of this Indenture;
(other than B) in the case of any Restricted Subsidiary which after the Issue Date is required to guarantee the Notes pursuant to this covenant, the release or discharge of the guarantee by lease)) and whether or not such Guarantor is the surviving corporation in such transaction to a Person which is not Restricted Subsidiary of Indebtedness of the Company and each Subsidiary Guarantor, if any, which resulted in the obligation to guarantee the Notes (except a release or discharge as a Subsidiary, result of payment under such guarantee);
(C) the proper designation of any Restricted Subsidiary that is a Subsidiary Guarantor shall be automatically released from all as an Unrestricted Subsidiary in compliance with the applicable provisions of this Indenture; and
(D) the Issuers exercising their legal defeasance option or covenant defeasance option as described in Article VIII or if its obligations under this Indenture and its Subsidiary Guarantee and the Registration Rights Agreement and such Subsidiary Guarantee shall terminate; provided, however, that (1) no Default or Event of Default will have occurred or be continuing or would occur as a consequence of a release of the obligations of such Guarantor; and are discharged in accordance with Article XII.
(2) Such Subsidiary Guarantor delivering to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for in the obligations of such Guarantor under the Credit Agreement and related documentation and any other obligations of such Guarantor Indenture relating to any Indebtedness of the Company or any Guarantor terminate upon consummation of such transactiontransaction have been complied with.
(c) Each Guarantor shall be deemed released from all its obligations under this Indenture and the Registration Rights Agreement and such Subsidiary Guarantee shall terminate if all the conditions to legal defeasance set forth in Article VIII are satisfied in accordance herewith.
(d) Each Subsidiary Guarantor shall be released from its obligations under this Indenture, its Subsidiary Guarantee and the Registration Rights Agreement if the Company designates such Guarantor as an Unrestricted Subsidiary and such designation complies with the other applicable provisions of this Indenture.
Appears in 1 contract
Limitation on Liability; Termination, Release and Discharge. (a) Any term or provision of this Indenture to the contrary notwithstanding, the obligations of each Guarantor hereunder will be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Guarantor (including, without limitation, any Guarantees under the Credit Agreement) and after giving effect to any collections from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its Subsidiary Guarantee or pursuant to its contribution obligations under this Indenture, result in the obligations of such Guarantor under its Subsidiary Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal or state law and not otherwise being void or voidable under any similar laws affecting the rights of creditors generally.
(b) The Company shall not permit any Guarantor to consolidate with or merge with or into any person (other than another Guarantor) and shall not permit the conveyance, transfer or lease of substantially all of the assets of any Guarantor unless:
(i) i. the resulting, surviving or transferee Person shall be a corporation, partnership, trust or limited liability company organized and existing under the laws of the United States of America, any State of the United States or the District of Columbia and such Person (if not such Guarantor) shall expressly assume, by supplemental indenture, executed and delivered to the Trustee, all the obligations of such Guarantor under its Subsidiary Guarantee;
(ii) . immediately after giving effect to such transaction (and treating any Indebtedness that becomes an obligation of the resulting, surviving or transferee Person or any Subsidiary as a result of such transaction as having been Incurred by such Person or such Subsidiary at the time of such transaction), no Default or Event of Default shall have occurred and be continuing;
(iii) . the Company shall have delivered to the Trustee an Officers’ Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indenture (if any) comply with this Indenture; or
(iv) . the transaction is made in compliance with Section 5.01 (other than clause (c) of Section 5.01). Upon the sale or disposition of a Guarantor (by merger, consolidation, the sale of its Capital Stock or the sale of all or substantially all of its assets (other than by lease)) and whether or not such Guarantor is the surviving corporation in such transaction to a Person which is not the Company or a Subsidiary, such Guarantor shall be automatically released from all its obligations under this Indenture and its Subsidiary Guarantee and the Registration Rights Agreement and such Subsidiary Guarantee shall terminate; provided, however, that (1) no Default or Event of Default will have occurred or be continuing or would occur as a consequence of a release of the obligations of such Guarantor; and (2) all the obligations of such Guarantor under the Credit Agreement and related documentation and any other obligations of such Guarantor relating to any Indebtedness of the Company or any Guarantor terminate upon consummation of such transaction.
(c) Each Guarantor shall be deemed released from all its obligations under this Indenture and the Registration Rights Agreement and such Subsidiary Guarantee shall terminate if all the conditions to legal defeasance set forth in Article VIII are satisfied in accordance herewith.
(d) Each Subsidiary Guarantor shall be released from its obligations under this Indenture, Indenture and its Subsidiary Guarantee and the Registration Rights Agreement if the Company designates such Guarantor as an Unrestricted Subsidiary and such designation complies with the other applicable provisions of this Indenture.
Appears in 1 contract
Sources: Indenture (National CineMedia, LLC)
Limitation on Liability; Termination, Release and Discharge. (a) Any term or provision of this Indenture to the contrary notwithstanding, the obligations of each Subsidiary Guarantor hereunder will be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Subsidiary Guarantor (including, without limitation, any Guarantees guarantees under the Senior Secured Credit Agreement) and after giving effect to any collections from or payments made by or on behalf of any other Subsidiary Guarantor in respect of the obligations of such other Subsidiary Guarantor under its Subsidiary Guarantee or pursuant to its contribution obligations under this Indenture, result in the obligations of such Subsidiary Guarantor under its Subsidiary Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal or state law and not otherwise being void or voidable under any similar laws affecting the rights of creditors generally.
(b) The In addition, the Company shall not permit any Subsidiary Guarantor to consolidate with or with, merge with or into any person (other than (i) the Company (as permitted in Section 4.1) or (ii) another Subsidiary Guarantor) and shall not permit the conveyance, transfer or lease of substantially all of the assets of any Subsidiary Guarantor unless:
(i1) (x) the resulting, surviving or transferee Person shall be a corporation, partnership, trust or limited liability company organized and existing under the laws of the United States of America, any State of the United States or the District of Columbia and such Person (if not such Subsidiary Guarantor) shall expressly assume, by supplemental indenture, executed and delivered to the Trustee, all the obligations of such Subsidiary Guarantor under its Subsidiary Guarantee;
; (iiy) immediately after giving effect to such transaction (and treating any Indebtedness that becomes an obligation of the resulting, surviving or transferee Person or any Restricted Subsidiary as a result of such transaction as having been Incurred by such Person or such Restricted Subsidiary at the time of such transaction), no Default or Event of Default shall have occurred and be continuing;
; and (iiiz) the Company shall have delivered to the Trustee an Officers’ ' Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indenture (if any) comply with this Indenture; or
(iv2) the transaction is made in compliance with Section 5.01 (other than clause (c) of Section 5.01)3.5. Upon the sale or disposition of a Subsidiary Guarantor (by merger, consolidation, the sale of its Capital Stock or the sale of all or substantially all of its assets (other than by lease)assets) and whether or not such the Subsidiary Guarantor is the surviving corporation in such transaction transaction, to a Person which is not the Company or a SubsidiarySubsidiary Guarantor, which sale or disposition is otherwise in compliance with this Indenture, such Subsidiary Guarantor shall will be automatically released from all its obligations under this Indenture and its Subsidiary Guarantee and the Registration Rights Agreement and such Subsidiary Guarantee shall will terminate; provided, however, that (1x) no Default the sale or Event of Default will have occurred or be continuing or would occur as a consequence of a release of the obligations of such Guarantor; other disposition is in compliance with this Indenture, including Section 3.5, Section 3.9 and Section 4.1 and (2y) all the obligations of such Subsidiary Guarantor under the all Credit Agreement Facilities and related documentation and any other obligations of such Guarantor agreements relating to any other Indebtedness of the Company or any Guarantor its Restricted Subsidiaries terminate upon consummation of such transaction.
(c) Each Subsidiary Guarantor shall be deemed released from all its obligations under this Indenture Indenture, its Subsidiary Guarantee and the Registration Rights Agreement and such Subsidiary Guarantee shall will terminate if all upon the conditions to legal defeasance set forth in or covenant defeasance of the Securities pursuant to the provisions of Article VIII are satisfied in accordance herewithhereof.
(d) Each Subsidiary Guarantor shall be released from its obligations under this Indenture, Indenture and its Subsidiary Guarantee and the Registration Rights Agreement if the Company designates such Subsidiary Guarantor as an Unrestricted Subsidiary and such designation complies with the other applicable provisions of this Indenture.
Appears in 1 contract
Sources: Indenture (Cornell Companies Inc)
Limitation on Liability; Termination, Release and Discharge. (a) Any term or provision of this Indenture to the contrary notwithstanding, the obligations of Holdings and each other Guarantor hereunder will be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of Holdings and such other Guarantor (including, without limitation, any Guarantees under the Credit Agreement) and after giving effect to any collections from or payments made by or on behalf of Holdings or any other Guarantor in respect of the obligations of Holdings or such other Guarantor under its Subsidiary Guarantee or pursuant to its contribution obligations under this Indenture, result in the obligations of Holdings or such Guarantor under its Subsidiary Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal federal, foreign, state or state provincial law and not otherwise being void or voidable under any similar laws affecting the rights of creditors generally.
(b) The Company Any Note Guarantee of a Subsidiary Guarantor shall not permit be automatically and unconditionally released and discharged:
(1) in connection with any Guarantor to consolidate with or merge with or into any person (other than another Guarantor) and shall not permit the conveyancesale, exchange, transfer or lease other disposition (including by way of merger, amalgamation, consolidation, dividend distribution or otherwise) of the Capital Stock of such Subsidiary Guarantor or the sale, exchange, transfer or other disposition, of all or substantially all of the assets of any the Subsidiary Guarantor unless:
(i) the resulting, surviving or transferee to a Person shall be a corporation, partnership, trust or limited liability company organized and existing under the laws of the United States of America, any State of the United States or the District of Columbia and such Person (if not such Guarantor) shall expressly assume, by supplemental indenture, executed and delivered other than to the TrusteeIssuer or another Guarantor, all the obligations of in each case, so long as such Guarantor under its Subsidiary Guaranteesale, transfer or other disposition is not prohibited by Section 3.5;
(ii2) immediately upon the designation in accordance with this Indenture of the Subsidiary Guarantor as an Unrestricted Subsidiary or the occurrence of any event after giving effect to such transaction (and treating any Indebtedness that which the Subsidiary Guarantor is no longer a Restricted Subsidiary or the Subsidiary Guarantor becomes an obligation of Excluded Subsidiary; provided that, to the resulting, surviving or transferee Person or any extent a Subsidiary Guarantor becomes a non-Wholly Owned Subsidiary as a result of a partial transfer of Equity Interests of such transaction as having been Incurred Subsidiary Guarantor, such transfer of the Equity Interests of such Subsidiary Guarantor shall not result in the release of such Subsidiary Guarantor or any Guarantee by such Person or Subsidiary Guarantor unless done for a bona fide business purpose and not in contemplation of removing such Subsidiary at the time of such transaction), no Default or Event of Default shall have occurred and be continuingGuarantor as a Guarantor;
(iii3) upon defeasance or discharge of the Company Notes pursuant to Article VIII or Article XI;
(4) upon such Subsidiary Guarantor being (or being substantially concurrently) released or discharged from all of (i) its obligations under all of its Guarantees of payment by the Issuer of any Indebtedness of the Issuer under the ABL Credit Agreement or (ii) in the case of a Note Guarantee made by a Guarantor (each, an “Other Guarantee”) as a result of its guarantee of other Indebtedness of the Issuer or a Guarantor pursuant to Section 3.7 hereof, including a release as a result of the repayment in full or termination of the Indebtedness specified in (i) or (ii) under such Guarantee (it being understood that a release subject to a contingent reinstatement is still considered a release and if such Indebtedness of such Subsidiary Guarantor under the ABL Credit Agreement or any Other Guarantee is so reinstated, such Guarantee shall have delivered to also be reinstated);
(5) upon the Trustee an Officers’ Certificate merger, amalgamation or consolidation of any Subsidiary Guarantor with and an Opinion into the Issuer or another Guarantor or upon the liquidation of Counselsuch Subsidiary Guarantor, in each stating that such consolidationcase, merger or transfer and such supplemental indenture (if any) comply in compliance with the applicable provisions of this Indenture;
(6) as provided under the ABL-Notes Intercreditor Agreement;
(7) as described in the second paragraph under Section 3.7; or
(iv) the transaction is made 8) as provided for in compliance with Section 5.01 (other than clause Article IX.
(c) Any Note Guarantee of Section 5.01). Upon Holdings shall be automatically and unconditionally released and discharged upon:
(1) the sale or disposition Issuer ceasing to be a Wholly Owned Subsidiary of Holdings in a Guarantor transaction permitted by the Indenture;
(by merger, consolidation, 2) the sale of its Capital Stock or the sale Issuer’s transfer of all or substantially all of its assets (other than by lease)) and whether to, or not such Guarantor is the surviving corporation in such transaction to a Person which merger, consolidation or amalgamation with, an entity that is not a Wholly Owned Subsidiary of Holdings in accordance with Section 4.1 and such transferee entity assumes the Company or a Subsidiary, such Guarantor shall be automatically released from all its Issuer’s obligations under this Indenture and its Subsidiary Guarantee and the Registration Rights Agreement and such Subsidiary Guarantee shall terminate; provided, however, that Indenture;
(13) no Default defeasance or Event of Default will have occurred or be continuing or would occur as a consequence of a release discharge of the obligations Notes pursuant to Article VIII or Article XI;
(4) Holdings being (or being substantially concurrently) released or discharged from all of such Guarantor; and its Guarantees of payment of (2i) all the obligations of such Guarantor under the Credit Agreement and related documentation and any other obligations of such Guarantor relating to any Indebtedness of the Company Issuer under the ABL Credit Agreement or (ii) any Other Guarantee, including a release as a result of the repayment in full or termination of the Indebtedness specified in (i) or (ii) under such Guarantee (it being understood that a release subject to a contingent reinstatement is still considered a release and if such Indebtedness of Holdings under the ABL Credit Agreement or any Guarantor terminate upon consummation of Other Guarantee is reinstated, such transaction.Guarantee shall also be reinstated);
(c5) Each Guarantor shall be deemed released from all its obligations as provided under this Indenture and the Registration Rights Agreement and such Subsidiary Guarantee shall terminate if all the conditions to legal defeasance set forth ABL-Notes Intercreditor Agreement; or
(6) as provided for in Article VIII are satisfied in accordance herewithIX.
(d) Each Subsidiary Guarantor shall be released from its obligations under this Indenture, its Subsidiary Guarantee and the Registration Rights Agreement if the Company designates such Guarantor as an Unrestricted Subsidiary and such designation complies with the other applicable provisions of this Indenture.
Appears in 1 contract
Sources: Indenture (CPI Card Group Inc.)
Limitation on Liability; Termination, Release and Discharge. (a) Any term or provision of this Indenture to the contrary notwithstanding, the obligations of each Guarantor hereunder will be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Guarantor (including, without limitation, any Guarantees under the Credit AgreementFacility) and after giving effect to any collections from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its Subsidiary Guarantee or pursuant to its contribution obligations under this Indenture, result in the obligations of such Guarantor under its Subsidiary Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal or state law and not otherwise being void or voidable under any similar laws affecting the rights of creditors generally.
(b) The In addition, the Company shall not permit any Guarantor to consolidate with or merge with or into any person (other than another Guarantor) and shall not permit the conveyance, transfer or lease of substantially all of the assets of any Guarantor unlessUNLESS:
(i1) the resulting, surviving or transferee Person shall be a corporation, partnership, trust or limited liability company organized and existing under the laws of the United States of America, any State of the United States or the District of Columbia and such Person (if not such Guarantor) shall expressly assume, by supplemental indenture, executed and delivered to the Trustee, all the obligations of such Guarantor under its Subsidiary Guarantee;
(ii2) immediately after giving effect to such transaction (and treating any Indebtedness that becomes an obligation of the resulting, surviving or transferee Person or any Subsidiary as a result of such transaction as having been Incurred by such Person or such Subsidiary at the time of such transaction), no Default or Event of Default shall have occurred and be continuing;
(iii3) the Company shall have delivered to the Trustee an Officers’ ' Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indenture (if any) comply with this Indenture; or
(iv4) the transaction is made in compliance with Section 5.01 (other than clause (c) of Section 5.01). Upon the sale or disposition of a Guarantor (by merger, consolidation, the sale of its Capital Stock or the sale of all or substantially all of its assets (other than by lease)) and whether or not such the Guarantor is the surviving corporation in such transaction to a Person which is not the Company or a Restricted Subsidiary, such Guarantor shall will be automatically released from all its obligations under this Indenture and its Subsidiary Guarantee and the Registration Rights Agreement and such Subsidiary Guarantee shall will terminate; providedPROVIDED, howeverHOWEVER, that (1) no Default the sale or Event of Default will have occurred or be continuing or would occur as a consequence of a release of the obligations of such Guarantorother disposition is in compliance with this Indenture, including Section 5.01 (other than clause (c) thereof); and (2) all the obligations of such Guarantor under the Credit Agreement Facility and related documentation and any other obligations of such Guarantor relating to any other Indebtedness of the Company or any Guarantor its Restricted Subsidiaries terminate upon consummation of such transaction.
(c) Each Guarantor shall be deemed released from all its obligations under this Indenture and the Registration Rights Agreement and such Subsidiary Guarantee shall terminate if all upon the conditions to legal defeasance set forth in of the Securities pursuant to the provisions of Article VIII are satisfied in accordance herewithEight hereof.
(d) Each Subsidiary Guarantor shall be released from its obligations under this Indenture, its Subsidiary Guarantee and the Registration Rights Agreement if the Company designates such Guarantor as an Unrestricted Subsidiary and such designation complies with the other applicable provisions of this Indenture.
Appears in 1 contract
Sources: Indenture (Amc Entertainment Inc)
Limitation on Liability; Termination, Release and Discharge. (a) Any term or provision of this Indenture to the contrary notwithstanding, the obligations of each Subsidiary Guarantor hereunder will be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Subsidiary Guarantor (including, without limitation, any Guarantees guarantees under the Senior Secured Credit Agreement) and after giving effect to any collections from or payments made by or on behalf of any other Subsidiary Guarantor in respect of the obligations of such other Subsidiary Guarantor under its Subsidiary Guarantee or pursuant to its contribution obligations under this Indenture, result in the obligations of such Subsidiary Guarantor under its Subsidiary Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal or state law and not otherwise being void or voidable under any similar laws affecting the rights of creditors generally.
(b) The Company shall will not permit any Subsidiary Guarantor to consolidate with or merge with or into any person Person (other than the Company or another Subsidiary Guarantor) and shall not permit the conveyance), or convey, transfer or lease of all or substantially all of the assets of any Subsidiary Guarantor (other than to the Company or another Subsidiary Guarantor), unless:
(ia) the resulting, surviving or transferee Person shall will be a corporation, partnership, trust or limited liability company organized or formed and existing under the laws of the United States of America, any State of the United States or the District of Columbia and such Person (if not such Subsidiary Guarantor) shall will expressly assume, by supplemental indenture, executed and delivered to the Trustee, in form satisfactory to the Trustee, all the obligations of such Subsidiary Guarantor under its Subsidiary Guarantee;
, this Indenture, the Registration Rights Agreement and the Collateral Documents and shall cause such amendments, supplements or other instruments to be executed, filed, and recorded in such jurisdictions as may be required by applicable law to preserve and protect the Lien on the Collateral owned by or transferred to the surviving entity, together with such financing statements as may be required to perfect any security interests in such Collateral which may be perfected by the filing of a financing statement under the Uniform Commercial Code of the relevant states; (iib) immediately after giving effect to such transaction (and treating any Indebtedness that becomes an obligation of the resulting, surviving or transferee Person or any Restricted Subsidiary as a result of such transaction as having been Incurred by such Person or such Restricted Subsidiary at the time of such transaction), no Default or of Event of Default shall have occurred and be continuing;
; and (iiic) the Company shall will have delivered to the Trustee an Officers’ ' Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indenture (if any) comply with this Indenture; or
(iv2) the transaction is made in compliance with Section 5.01 (other than clause (c) of Section 5.01)3.5. Upon the sale or disposition of a Subsidiary Guarantor (by merger, consolidation, the sale of its Capital Stock or the sale of all or substantially all of its assets (other than by lease)assets) and whether or not such the Subsidiary Guarantor is the surviving corporation in such transaction transaction, to a Person which is not the Company or a Restricted Subsidiary, which sale or disposition is otherwise in compliance with this Indenture, such Subsidiary Guarantor shall will be automatically released from all its obligations under this Indenture and its Subsidiary Guarantee and Guarantee, the Registration Rights Agreement and the Collateral Documents, such Subsidiary Guarantee will terminate and the Liens, if any, on the Collateral pledged by such Subsidiary Guarantor pursuant to the Collateral Documents shall terminate; provided, however, that (1) no Default or Event of Default will have occurred or be continuing or would occur as a consequence of a release of released with respect to the obligations of such Guarantor; and (2) Securities if all the obligations of such Subsidiary Guarantor under the Senior Secured Credit Agreement and related documentation and any other obligations of such Guarantor relating to any Indebtedness of the Company or any Guarantor terminate upon consummation of such transaction.
(c) Each Subsidiary Guarantor shall will be deemed released from all its obligations under this Indenture Indenture, its Collateral Documents, its Subsidiary Guarantee and the Registration Rights Agreement and such Subsidiary Guarantee shall will terminate if all upon the conditions to legal defeasance set forth in of the Securities pursuant to the provisions of Article VIII are satisfied in accordance herewithhereof.
(d) Each Subsidiary Guarantor shall will be released from its obligations under this Indenture, its Collateral Documents, its Subsidiary Guarantee and the Registration Rights Agreement if the Company designates such Subsidiary Guarantor as an Unrestricted Subsidiary and such designation complies with the other applicable provisions of this Indenture.
Appears in 1 contract
Sources: Indenture (Imco Recycling Inc)
Limitation on Liability; Termination, Release and Discharge. (a) Any term or provision of this Indenture to the contrary notwithstanding, the obligations of each Subsidiary Guarantor hereunder will be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Subsidiary Guarantor (including, without limitation, any Guarantees under the Credit AgreementFacilities) and after giving effect to any collections from or payments made by or on behalf of any other Subsidiary Guarantor in respect of the obligations Obligations of such other Subsidiary Guarantor under its Subsidiary Guarantee or pursuant to its contribution obligations Obligations under this Indenture, result in the obligations Obligations of such Subsidiary Guarantor under its Subsidiary Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal or state law and not otherwise being void or voidable under any similar laws affecting the rights of creditors generally.
(b) The Each Subsidiary Guarantee by a Subsidiary Guarantor will be automatically and unconditionally released and discharged upon:
(A) any sale, assignment, transfer, conveyance, exchange or other disposition (by merger, consolidation or otherwise) of the Capital Stock of such Subsidiary Guarantor after which the applicable Subsidiary Guarantor is no longer a Restricted Subsidiary, which sale, assignment, transfer, conveyance, exchange or other disposition is made in compliance with the provisions of this Indenture, including Section 3.5 (it being understood that only such portion of the Net Available Cash as is required to be applied on or before the date of such release in accordance with the terms of this Indenture needs to be applied in accordance therewith at such time) and Section 4.1(a); provided that (y) all Guarantees and other Obligations of such Subsidiary Guarantor in respect of all other Indebtedness of the Company shall not permit and its Restricted Subsidiaries terminate upon consummation of such transaction and (z) any Guarantor to consolidate with Investment of the Company or merge with or into any person other Subsidiary of the Company (other than another any Subsidiary of such Subsidiary Guarantor) and shall not permit the conveyance, transfer in such Subsidiary Guarantor or lease of substantially all of the assets of any Guarantor unless:
(i) the resulting, surviving or transferee Person shall be a corporation, partnership, trust or limited liability company organized and existing under the laws of the United States of America, any State of the United States or the District of Columbia and such Person (if not such Guarantor) shall expressly assume, by supplemental indenture, executed and delivered to the Trustee, all the obligations Subsidiary of such Subsidiary Guarantor under its Subsidiary Guaranteein the form of Obligations for Indebtedness or Preferred Stock is repaid, satisfied, released and discharged in full upon such release;
(iiB) immediately after giving effect to the release or discharge of such transaction (and treating any Subsidiary Guarantor from its Guarantee of Indebtedness that becomes an obligation of the resultingCompany and Restricted Subsidiaries under the Senior Secured Credit Agreement (including, surviving by reason of the termination of the Senior Secured Credit Agreement) and all other Indebtedness of the Company and the Subsidiary Guarantors, including the Guarantee that resulted in the Obligation of such Subsidiary Guarantor to Guarantee the Securities, if such Subsidiary Guarantor would not then otherwise be required to Guarantee the Securities pursuant to this Indenture, except a release or transferee Person discharge by or any Subsidiary as a result of payment under such transaction Guarantee; provided that if such Guarantor has Incurred any Indebtedness in reliance on its status as having been a Subsidiary Guarantor under Section 3.2, such Subsidiary Guarantor’s Obligations under such Indebtedness, as the case may be, so Incurred are satisfied in full and discharged or are otherwise permitted to be Incurred by such Person or such a Restricted Subsidiary at the time of such transaction), no Default or Event of Default shall have occurred and be continuing(other than a Subsidiary Guarantor) under Section 3.2;
(iiiC) the Company shall have delivered proper designation of any Subsidiary Guarantor as an Unrestricted Subsidiary; or
(D) the Company’s exercise of its legal defeasance option or covenant defeasance option as described in Section 8.1 or the discharge of the Company’s obligations under this Indenture in accordance with the terms of this Indenture as described in Article VIII; and
(2) such Subsidiary Guarantor delivering to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidationall conditions precedent provided for in this Indenture relating to the transactions specified in clauses (1)(A), merger (1)(B), (1)(C) or transfer and such supplemental indenture (if any) comply with this Indenture; or
(iv) the transaction is made in compliance with Section 5.01 (other than clause (c1)(D) of this Section 5.01)10.2 have been complied with. Upon the sale or disposition of Any released Subsidiary Guarantor will again provide a Guarantor (by merger, consolidation, the sale of its Capital Stock or the sale of all or substantially all of its assets (other than by lease)) and whether or not such Guarantor is the surviving corporation in such transaction to a Person which is not the Company or a Subsidiary, such Guarantor shall be automatically released from all its obligations under this Indenture and its Subsidiary Guarantee and the Registration Rights Agreement and such Subsidiary Guarantee shall terminate; provided, however, that (1) no Default or Event of Default will have occurred or be continuing or would occur as a consequence of a release of the obligations of such Guarantor; and (2) all the obligations of such Guarantor under the Credit Agreement and related documentation and any other obligations of such Guarantor relating if required to any Indebtedness of the Company or any Guarantor terminate upon consummation of such transactiondo so pursuant to Section 3.11.
(c) Each Guarantor shall be deemed released from all its obligations under this Indenture and the Registration Rights Agreement and such Subsidiary Guarantee shall terminate if all the conditions to legal defeasance set forth in Article VIII are satisfied in accordance herewith.
(d) Each Subsidiary Guarantor shall be released from its obligations under this Indenture, its Subsidiary Guarantee and the Registration Rights Agreement if the Company designates such Guarantor as an Unrestricted Subsidiary and such designation complies with the other applicable provisions of this Indenture.
Appears in 1 contract
Sources: Indenture (Warren Resources Inc)
Limitation on Liability; Termination, Release and Discharge. (a) Any term or provision of this Indenture to the contrary notwithstanding, the obligations of each Subsidiary Guarantor hereunder will shall be limited to the maximum amount as willshall, after giving effect to all other contingent and fixed liabilities of such Subsidiary Guarantor (including, without limitation, any Guarantees under the Credit Agreement) and after giving effect to any collections from or payments made by or on behalf of any other Subsidiary Guarantor in respect of the obligations of such other Subsidiary Guarantor under its Subsidiary Guarantee or pursuant to its contribution obligations under this Indenture, result in the obligations of such Subsidiary Guarantor under its Subsidiary Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal or state law and not otherwise being void or voidable under any similar laws affecting the rights of creditors generally.
(b) The Company A Subsidiary Guarantee by a Subsidiary Guarantor shall not permit any be automatically and unconditionally released and discharged, and each Subsidiary Guarantor to consolidate with or merge with or into any person (other than another Guarantor) and its obligations under the Subsidiary Guarantee and this Indenture shall not permit the conveyance, transfer or lease of substantially all of the assets of any Guarantor unlessbe released and discharged:
(i) upon any sale, exchange or transfer (by merger or otherwise) of the resulting, surviving or transferee Person shall Capital Stock of such Subsidiary Guarantor following which such Subsidiary Guarantor ceases to be a corporation, partnership, trust direct or limited liability company organized and existing under the laws indirect Subsidiary of the United States of AmericaCompany if such sale or disposition does not constitute an Asset Disposition or is made in compliance with this Indenture, any State of the United States or the District of Columbia including Section 3.7 and such Person (if not such Guarantor) shall expressly assume, by supplemental indenture, executed and delivered to the Trustee, all the obligations of such Guarantor under its Subsidiary GuaranteeArticle IV);
(ii) immediately after giving effect to such transaction (and treating any Indebtedness that becomes an obligation of the resulting, surviving or transferee Person or any Subsidiary as a result of such transaction as having been Incurred by such Person or if such Subsidiary at Guarantor is dissolved or liquidated in accordance with the time provisions of such transaction), no Default or Event of Default shall have occurred and be continuingthis Indenture;
(iii) the Company release or discharge of the guarantee by such Subsidiary Guarantor of the New Senior Secured Credit Agreement or such other guarantee or Indebtedness that resulted in the creation of such Subsidiary Guarantee, except a discharge or release (i) in connection with the repayment in full and termination of commitments under the New Senior Secured Credit Agreement without being replaced with another Debt Facility, or (ii) as a result of payment under such guarantee or Indebtedness by such Subsidiary Guarantor (it being understood that a release subject to a contingent reinstatement is still a release, and if any such Indebtedness of such Subsidiary Guarantor under the New Senior Secured Credit Agreement or other guarantee is so reinstated, such Guarantee shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indenture (if any) comply with this Indenture; oralso be reinstated);
(iv) the transaction is made in compliance with Section 5.01 (other than clause (c) of Section 5.01). Upon the sale or disposition of a Guarantor (by merger, consolidation, the sale of its Capital Stock or the sale of all or substantially all of its assets (other than by lease)) and whether or not such Guarantor is the surviving corporation in such transaction to a Person which is not the Company or a Subsidiary, such Guarantor shall be automatically released from all its obligations under this Indenture and its Subsidiary Guarantee and the Registration Rights Agreement and such Subsidiary Guarantee shall terminate; provided, however, that (1) no Default or Event of Default will have occurred or be continuing or would occur as a consequence of a release upon exercise of the obligations of such Guarantor; and (2) all the obligations of such Guarantor under the Credit Agreement and related documentation and any other obligations of such Guarantor relating to any Indebtedness of the Company or any Guarantor terminate upon consummation of such transaction.
(c) Each Guarantor shall be deemed released from all its obligations under this Indenture and the Registration Rights Agreement and such Subsidiary Guarantee shall terminate if all the conditions to Company’s legal defeasance set forth in Article VIII are satisfied in accordance herewith.
(d) Each Subsidiary Guarantor shall be released from its obligations under option or covenant defeasance option or upon satisfaction and discharge of this Indenture, its Subsidiary Guarantee and in each case, pursuant to the Registration Rights Agreement provisions of Article VIII hereof; and
(v) if the Company designates such Subsidiary Guarantor as an Unrestricted Subsidiary and such designation complies with the other applicable provisions of this Indenture.
(c) In the case of Section 10.2(b)(i) only, the Company shall deliver to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for in this Indenture relating to such transaction have been complied with.
Appears in 1 contract
Limitation on Liability; Termination, Release and Discharge. (a) Any term or provision of this Indenture to the contrary notwithstanding, the The obligations of each Subsidiary Guarantor hereunder will be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Subsidiary Guarantor (including, without limitation, any Guarantees guarantees under the Senior Credit Agreement) and after giving effect to any collections from or payments made by or on behalf of any other Subsidiary Guarantor in respect of the obligations of such other Subsidiary Guarantor under its Subsidiary Guarantee or pursuant to its contribution obligations under this Indenture, result in the obligations of such Subsidiary Guarantor under its Subsidiary Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal or state law and not otherwise being void or voidable under any similar laws affecting the rights of creditors generally.
(b) The Company shall not permit any law. Each Subsidiary Guarantor to may consolidate with or merge into or sell its assets to the Company or another Subsidiary Guarantor without limitation. Each Subsidiary Guarantor may consolidate with or merge into any person (or sell all or substantially all its assets to a corporation, partnership or trust other than the Company or another Subsidiary Guarantor (whether or not affiliated with the Subsidiary Guarantor) and ), except that if the surviving corporation of any such merger or consolidation is a Subsidiary of the Company, such merger, consolidation or sale shall not permit the conveyance, transfer or lease of substantially all of the assets of any Guarantor unless:
be permitted unless (i) the resulting, Person formed by or surviving any such consolidation or transferee Person shall be a corporation, partnership, trust or limited liability company organized and existing under the laws of the United States of America, any State of the United States or the District of Columbia and such Person (if not such Guarantor) shall expressly assume, by supplemental indenture, executed and delivered to the Trustee, merger assumes all the obligations of such Guarantor Subsidiary under its the Subsidiary Guarantee pursuant to a supplemental indenture in form and substance reasonably satisfactory to the Trustee in respect of the Securities, this Indenture and the Subsidiary Guarantee;
, (ii) immediately after giving effect to such transaction (and treating any Indebtedness that becomes an obligation of the resulting, surviving or transferee Person or any Subsidiary as a result of such transaction as having been Incurred by such Person or such Subsidiary at the time of such transaction), no Default or Event of Default shall have occurred exists; and be continuing;
(iii) the Company shall have delivered delivers to the Trustee an Officers’ ' Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indenture (if any) comply Counsel addressed to the Trustee with this Indenture; or
(iv) respect to the transaction is made in compliance with Section 5.01 (other than clause (c) of Section 5.01)foregoing matters. Upon the sale or disposition of a Subsidiary Guarantor (by merger, consolidation, the sale of its Capital Stock or the sale of all or substantially all of its assets assets) to a Person (other than by lease)) and whether or not such Guarantor is an Affiliate of the surviving corporation in such transaction to a Person Subsidiary Guarantor) which is not a Subsidiary of the Company Company, which sale or a Subsidiarydisposition is otherwise in compliance with this Indenture (including Section 3.6), such Subsidiary Guarantor shall will be automatically deemed released from all its obligations under this Indenture and its Subsidiary Guarantee and the Registration Rights Agreement and such Subsidiary Guarantee shall will terminate; provided, however, that (1) no Default or Event of Default any such termination will have occurred or be continuing or would occur as a consequence of a release of only to the extent that all obligations of such Guarantor; and (2) all the obligations of such Subsidiary Guarantor under the Senior Credit Agreement and related documentation all of its guarantees of, and under all of its pledges of assets or other security interests which secure, any other obligations of such Guarantor relating to any Indebtedness of the Company or any Guarantor will also terminate upon consummation of such transaction.
(c) Each release, sale or transfer. A Subsidiary Guarantor shall will be deemed released from all and relieved of its obligations under this Indenture and the Registration Rights Agreement and such Subsidiary Guarantee shall terminate if all the conditions to legal defeasance set forth in Article VIII are satisfied in accordance herewith.
(d) Each Subsidiary Guarantor shall be released from its obligations under this Indenture, its Subsidiary Guarantee and without any further action required on the Registration Rights Agreement if part of the Company designates or such Subsidiary Guarantor upon the designation of such Subsidiary Guarantor as an Unrestricted Subsidiary and such designation complies in accordance with the other applicable provisions terms of this Indenture.
Appears in 1 contract
Sources: Indenture (Fah Co Inc)
Limitation on Liability; Termination, Release and Discharge. (a) Any term or provision of this Indenture to the contrary notwithstanding, the obligations of each Guarantor hereunder will be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Guarantor (including, without limitation, any Guarantees under the Credit AgreementFacility) and after giving effect to any collections from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its Subsidiary Guarantee or pursuant to its contribution obligations under this Indenture, result in the obligations of such Guarantor under its Subsidiary Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal or state law and not otherwise being void or voidable under any similar laws affecting the rights of creditors generally.
(b) The In addition, the Company shall not permit any Guarantor to consolidate with or merge with or into any person (other than another Guarantor) and shall not permit the conveyance, transfer or lease of substantially all of the assets of any Guarantor unless:
(i1) the resulting, surviving or transferee Person shall be a corporation, partnership, trust or limited liability company organized and existing under the laws of the United States of America, any State of the United States or the District of Columbia and such Person (if not such Guarantor) shall expressly assume, by supplemental indenture, executed and delivered to the Trustee, all the obligations of such Guarantor under its Subsidiary Guarantee;
(ii2) immediately after giving effect to such transaction (and treating any Indebtedness that becomes an obligation of the resulting, surviving or transferee Person or any Subsidiary as a result of such transaction as having been Incurred by such Person or such Subsidiary at the time of such transaction), no Default or Event of Default shall have occurred and be continuing;
(iii3) the Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indenture (if any) comply with this Indenture; or
(iv4) the transaction is made in compliance with Section 5.01 (other than clause (c) of Section 5.01). Upon the sale or disposition of a Guarantor (by merger, consolidation, the sale of its Capital Stock or the sale of all or substantially all of its assets (other than by lease)) and whether or not such the Guarantor is the surviving corporation in such transaction to a Person which is not the Company or a Restricted Subsidiary, such Guarantor shall will be automatically released from all its obligations under this Indenture and its Subsidiary Guarantee and the Registration Rights Agreement and such Subsidiary Guarantee shall will terminate; provided, however, that (1) no Default the sale or Event of Default will have occurred or be continuing or would occur as a consequence of a release of the obligations of such Guarantorother disposition is in compliance with this Indenture, including Section 5.01 (other than clause (c) thereof); and (2) all the obligations of such Guarantor under the Credit Agreement Facility and related documentation and any other obligations of such Guarantor relating to any other Indebtedness of the Company or any Guarantor its Restricted Subsidiaries terminate upon consummation of such transaction.
(c) Each Guarantor shall be deemed released from all its obligations under this Indenture and the Registration Rights Agreement and such Subsidiary Guarantee shall terminate if all upon the conditions to legal defeasance set forth in of the Securities pursuant to the provisions of Article VIII are satisfied in accordance herewithEight hereof.
(d) Each Subsidiary Guarantor shall be released from its obligations under this Indenture, its Subsidiary Guarantee and the Registration Rights Agreement if the Company designates such Guarantor as an Unrestricted Subsidiary and such designation complies with the other applicable provisions of this Indenture.
Appears in 1 contract
Sources: Indenture (Amc Entertainment Inc)
Limitation on Liability; Termination, Release and Discharge. (a) Any term or provision of this Indenture to the contrary notwithstanding, the obligations of each Subsidiary Guarantor hereunder will shall be limited to the maximum amount as willshall, after giving effect to all other contingent and fixed liabilities of such Subsidiary Guarantor (including, without limitation, any Guarantees under the Credit Agreement) and after giving effect to any collections from or payments made by or on behalf of any other Subsidiary Guarantor in respect of the obligations of such other Subsidiary Guarantor under its Subsidiary Guarantee or pursuant to its contribution obligations under this Indenture, result in the obligations of such Subsidiary Guarantor under its Subsidiary Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal or state law and not otherwise being void or voidable under any similar laws affecting the rights of creditors generally.
(b) The Company A Subsidiary Guarantee by a Subsidiary Guarantor shall not permit any be automatically and unconditionally released and discharged, and each Subsidiary Guarantor to consolidate with or merge with or into any person (other than another Guarantor) and its obligations under the Subsidiary Guarantee and this Indenture shall not permit the conveyance, transfer or lease of substantially all of the assets of any Guarantor unlessbe released and discharged:
(i) upon any sale, exchange or transfer (by merger or otherwise) of the resultingCapital Stock of such Subsidiary Guarantor (including any sale, surviving exchange or transferee Person shall transfer) following which such Subsidiary Guarantor ceases to be a corporation, partnership, trust direct or limited liability company organized and existing under the laws indirect Subsidiary of the United States of AmericaCompany if such sale or disposition does not constitute an Asset Disposition or is made in compliance with this Indenture, any State of the United States or the District of Columbia including Section 3.7 and such Person (if not such Guarantor) shall expressly assume, by supplemental indenture, executed and delivered to the Trustee, all the obligations of such Guarantor under its Subsidiary GuaranteeArticle IV);
(ii) immediately after giving effect to such transaction (and treating any Indebtedness that becomes an obligation of the resulting, surviving or transferee Person or any Subsidiary as a result of such transaction as having been Incurred by such Person or if such Subsidiary at Guarantor is dissolved or liquidated in accordance with the time provisions of such transaction), no Default or Event of Default shall have occurred and be continuingthis Indenture;
(iii) upon exercise of the Company shall have delivered Company’s legal defeasance option or covenant defeasance option or upon satisfaction and discharge of this Indenture, in each case, pursuant to the Trustee an Officers’ Certificate and an Opinion provisions of Counsel, each stating that such consolidation, merger or transfer and such supplemental indenture (if any) comply with this IndentureArticle VIII hereof; orand
(iv) the transaction is made in compliance with Section 5.01 (other than clause (c) of Section 5.01). Upon the sale or disposition of a Guarantor (by merger, consolidation, the sale of its Capital Stock or the sale of all or substantially all of its assets (other than by lease)) and whether or not such Guarantor is the surviving corporation in such transaction to a Person which is not the Company or a Subsidiary, such Guarantor shall be automatically released from all its obligations under this Indenture and its Subsidiary Guarantee and the Registration Rights Agreement and such Subsidiary Guarantee shall terminate; provided, however, that (1) no Default or Event of Default will have occurred or be continuing or would occur as a consequence of a release of the obligations of such Guarantor; and (2) all the obligations of such Guarantor under the Credit Agreement and related documentation and any other obligations of such Guarantor relating to any Indebtedness of the Company or any Guarantor terminate upon consummation of such transaction.
(c) Each Guarantor shall be deemed released from all its obligations under this Indenture and the Registration Rights Agreement and such Subsidiary Guarantee shall terminate if all the conditions to legal defeasance set forth in Article VIII are satisfied in accordance herewith.
(d) Each Subsidiary Guarantor shall be released from its obligations under this Indenture, its Subsidiary Guarantee and the Registration Rights Agreement if the Company designates such Subsidiary Guarantor as an Unrestricted Subsidiary and such designation complies with the other applicable provisions of this Indenture.
(c) In the case of Section 10.2(b)(i) only, the Company shall deliver to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for in this Indenture relating to such transaction have been complied with.
(d) The release of a Subsidiary Guarantor from its Subsidiary Guarantee and its obligations under this Indenture in accordance with the provisions of this Section 10.2 shall not preclude the future applications of Section 3.10 to such Person.
Appears in 1 contract
Sources: Indenture (McClatchy Co)
Limitation on Liability; Termination, Release and Discharge. (a) Any term or provision of this Indenture to the contrary notwithstanding, the obligations of each Subsidiary Guarantor hereunder will shall be limited to the maximum amount as willshall, after giving effect to all other contingent and fixed liabilities of such Subsidiary Guarantor (including, without limitation, any Guarantees guarantees under the Credit Agreementany Debt Facility) and after giving effect to any collections from or payments made by or on behalf of any other Subsidiary Guarantor in respect of the obligations of such other Subsidiary Guarantor under its Subsidiary Guarantee or pursuant to its contribution obligations under this Indenture, result in the obligations of such Subsidiary Guarantor under its Subsidiary Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal or state law and not otherwise being void or voidable under any similar laws affecting the rights of creditors generally.
(ba) The Company shall not permit A Subsidiary Guarantee by a Subsidiary Guarantor will be automatically and unconditionally released and discharged, and each Subsidiary Guarantor and its obligations under the Subsidiary Guarantee will be released and discharged, upon any Guarantor to consolidate with or merge with or into any person (other than another Guarantor) and shall not permit the conveyancesale, exchange, transfer or lease of substantially all of the assets of any Guarantor unless:
(i) the resulting, surviving or transferee Person shall be a corporation, partnership, trust or limited liability company organized and existing under the laws of the United States of America, any State of the United States or the District of Columbia and such Person (if not such Guarantor) shall expressly assume, by supplemental indenture, executed and delivered to the Trustee, all the obligations of such Guarantor under its Subsidiary Guarantee;
(ii) immediately after giving effect to such transaction (and treating any Indebtedness that becomes an obligation of the resulting, surviving or transferee Person or any Subsidiary as a result of such transaction as having been Incurred by such Person or such Subsidiary at the time of such transaction), no Default or Event of Default shall have occurred and be continuing;
(iii) the Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indenture (if any) comply with this Indenture; or
(iv) the transaction is made in compliance with Section 5.01 (other than clause (c) of Section 5.01). Upon the sale or disposition of a Guarantor (whether by merger, consolidation, consolidation or the sale of its of) the Capital Stock of such Subsidiary Guarantor after which the applicable Subsidiary Guarantor is no longer a Restricted Subsidiary or the sale of all or substantially all of its the assets (other than by lease)) and of such Subsidiary Guarantor, whether or not such Subsidiary Guarantor is the surviving corporation Person in such transaction to a Person which is not the Company or a Restricted Subsidiary, ; 79 provided that all the obligations of such Subsidiary Guarantor under the ABL Facility and any other Material Debt Facility terminate upon consummation of such transaction.
(b) A Subsidiary Guarantor shall be automatically deemed released from all its obligations under this Indenture and its Subsidiary Guarantee and the Registration Rights Agreement and such Subsidiary Guarantee shall terminate; provided, however, that (1) no Default upon the legal defeasance or Event of Default will have occurred or be continuing or would occur as a consequence of a release covenant defeasance of the obligations Securities or upon satisfaction and discharge of such Guarantor; and (2) all this Indenture, in each case pursuant to the obligations provisions of such Guarantor under the Credit Agreement and related documentation and any other obligations of such Guarantor relating to any Indebtedness of the Company or any Guarantor terminate upon consummation of such transactionArticle VIII hereof.
(c) Each A Subsidiary Guarantee of a Subsidiary Guarantor shall be deemed automatically and unconditionally released from all and discharged, and the Subsidiary Guarantor and its obligations under this Indenture shall be released and discharged in the Registration Rights Agreement and event that such Subsidiary Guarantor is released and discharged from its Guarantee of Indebtedness under the ABL Facility (including by reason of the termination of the ABL Facility) and all other Indebtedness of the Company and its Restricted Subsidiaries under any Material Debt Facility that resulted in the obligation of such Subsidiary Guarantor to guarantee the Securities, if such Subsidiary Guarantor would not then otherwise be required to guarantee the Securities pursuant to this Indenture, except a discharge or release by or as a result of payment under such Guarantee and this Indenture; provided, that any Restricted Subsidiary released from its Subsidiary Guarantee by operation of this Section 10.2(c) shall terminate if all remain subject to the conditions to legal defeasance set forth provision of the covenant described in Article VIII are satisfied in accordance herewithSection 3.6.
(d) Each A Subsidiary Guarantor shall be released from its obligations under this Indenture, Indenture and its Subsidiary Guarantee and the Registration Rights Agreement if the Company designates such Subsidiary Guarantor as an Unrestricted Subsidiary and such designation complies with the other applicable provisions of this Indenture.
(e) A Subsidiary Guarantor shall be automatically released from its Subsidiary Guarantee and its obligations under this Indenture on the first calendar day the Securities are rated Investment Grade by both Rating Agencies, provided that any Restricted Subsidiary so released by operation of this Section 10.2(e) shall remain subject to the provision of the covenant described in Section 3.6.
(f) In the case of paragraph (a) above, such Subsidiary Guarantor shall deliver to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for in this Indenture relating to such transaction have been complied with.
(g) If the Subsidiary Guarantee of any Subsidiary Guarantor is deemed to be released or is automatically released, and the Company desires the Trustee to execute an instrument evidencing such release, then the Company shall deliver to the Trustee an Officers’ Certificate stating the identity of the released Subsidiary Guarantor, the basis for release, and that such release complies with this Indenture. At the request of the Company, and upon delivery to the Trustee of an Officers’ Certificate and an Opinion of Counsel stating that a Subsidiary Guarantor has been released and that execution by the Trustee of an appropriate instrument evidencing the release of such Subsidiary Guarantor from its Subsidiary Guarantee 80 complies with this Indenture, the Trustee shall execute and deliver an appropriate instrument evidencing the release of such Subsidiary Guarantor from its Subsidiary Guarantee (it being understood that the failure to comply with this paragraph (g) shall not impair or have any effect upon any release of any Subsidiary Guarantee pursuant to the provisions of this Section 10.2).
Appears in 1 contract
Sources: Indenture
Limitation on Liability; Termination, Release and Discharge. (a) Any term or provision of this Indenture to the contrary notwithstanding, the obligations of each Guarantor hereunder will shall be limited to the maximum amount in U.S. dollars or to the equivalent in local currency, if mandatory under the applicable law, as willshall, after giving effect to all other contingent and fixed liabilities of such Guarantor (including, without limitation, any Guarantees under the Credit Agreement) and after giving effect to any collections from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its Subsidiary Guarantee or pursuant to its contribution obligations under this Indenture, result in the obligations of such Guarantor under its Subsidiary Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal or state law and not otherwise being void or voidable under any similar laws affecting the rights of creditors generally. In addition, the obligations of any Guarantor organized outside the United States of America may be limited, as set forth in the supplemental indenture pursuant to which the relevant Restricted Subsidiary becomes a Guarantor, as necessary or appropriate to (1) comply with applicable law, (2) avoid any general legal limitations such as general statutory limitations, financial assistance, maintenance of share capital, corporate benefit, “thin capitalization” rules, retention of title claims or similar matters or (3) avoid a conflict with the fiduciary duties of such company’s directors, contravention of any legal prohibition or regulatory condition, or the material risk of personal or criminal liability for any officers or directors (in each case as determined by the Issuer in its sole discretion).
(b) The Company A Guarantee by a Guarantor shall not permit any be automatically and unconditionally released and discharged, and each Guarantor to consolidate with and its obligations under the Guarantee and this Indenture shall be released and discharged upon:
(1) the sale, exchange, disposition or merge with other transfer (including through merger, consolidation or into any person dissolution) of (other than another x) Capital Stock of such Guarantor, after which the applicable Guarantor is no longer a Restricted Subsidiary, or (y) and shall not permit the conveyance, transfer all or lease of substantially all of the assets of any Guarantor unless:
(i) the resulting, surviving or transferee Person shall be a corporation, partnership, trust or limited liability company organized and existing under the laws of the United States of America, any State of the United States or the District of Columbia and such Person (if not such Guarantor, in any case, if such sale, exchange, disposition or other transfer (including through merger, consolidation or dissolution) shall expressly assume, is not prohibited by supplemental indenture, executed and delivered to the Trustee, all the obligations of such Guarantor under its Subsidiary Guaranteethis Indenture;
(ii2) immediately the Issuer designating such Guarantor to be an Unrestricted Subsidiary in accordance with the provisions set forth in Section 3.4 and the definition of “Unrestricted Subsidiary”;
(3) in the case of any Restricted Subsidiary that after giving effect the Issue Date is required to such transaction (and treating any Indebtedness that becomes an obligation guarantee the Notes pursuant to Section 3.10, the release or discharge of the resultingGuarantee by such Restricted Subsidiary of Indebtedness of the Issuer or the relevant Restricted Subsidiary (or, surviving if such release or transferee Person discharge occurs substantially concurrently with the release of the Guarantee of such Restricted Subsidiary or any Subsidiary will occur as a result of such transaction as having been Incurred by such Person or such Subsidiary at the time release of the Guarantee of such transactionRestricted Subsidiary) or the repayment of the Indebtedness, in each case, that resulted in the obligation to guarantee the Notes, except if such release or discharge is by or as a result of payment in connection with the enforcement of remedies under such other guarantee (it being understood that a release or discharge subject to contingent reinstatement is still a release or discharge, and that if any such other guarantee is so reinstated, such Guarantee shall also be reinstated to the extent that such Restricted Subsidiary would then be required to provide a guarantee pursuant to Section 3.10), no Default or Event of Default shall have occurred and be continuing;
(iii4) the Company Issuer’s exercise of its legal defeasance option or covenant defeasance option as described under Article VIII or if the Issuer’s obligations under this Indenture are discharged in accordance with the terms of this Indenture; or
(5) the release or discharge of direct obligations of such Guarantor, or the guarantee by such Guarantor of the obligations, under the New Credit Agreement (or, if such release or discharge occurs substantially concurrently with the release of the Guarantee of such Guarantor or will occur as a result of the release of the Guarantee of such Guarantor), except a discharge or release by or as a result of payment in connection with the enforcement of remedies under such guarantee (it being understood that a release or discharge subject to contingent reinstatement is still a release or discharge, and that if any such other direct obligation or guarantee is so reinstated, such Guarantee shall also be reinstated to the extent that such Guarantor would then be required to provide a guarantee pursuant to Section 3.10).
(c) The Issuer will have delivered the right, upon 10 days’ written notice to the Trustee (or, such shorter period as may be agreed to by the Trustee), to cause any Guarantor that has not guaranteed any Indebtedness under the New Credit Agreement or any Credit Agreement or any Certain Capital Markets Debt to be unconditionally released and discharged from all obligations under its Guarantee, and such Guarantee shall thereupon automatically and unconditionally terminate and be discharged and of no further force or effect.
(d) If any Guarantor is released from its Guarantee, any of its Subsidiaries that are Guarantors shall be released from their Guarantees, if any.
(e) If the Issuer requests, at its option, confirmation from the Trustee of a release pursuant to Section 10.2(b), the Issuer shall deliver to the Trustee an Officers’ Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indenture (if any) comply with all conditions precedent provided for in this Indenture; or
(iv) the transaction is made in compliance with Section 5.01 (other than clause (c) of Section 5.01). Upon the sale or disposition of a Guarantor (by merger, consolidation, the sale of its Capital Stock or the sale of all or substantially all of its assets (other than by lease)) and whether or not such Guarantor is the surviving corporation in Indenture relating to such transaction to a Person which is not the Company or a Subsidiary, such Guarantor shall be automatically released from all its obligations under this Indenture and its Subsidiary Guarantee and the Registration Rights Agreement and such Subsidiary Guarantee shall terminate; provided, however, that (1) no Default or Event of Default will have occurred or be continuing or would occur as a consequence of a release of the obligations of such Guarantor; and (2) all the obligations of such Guarantor under the Credit Agreement and related documentation and any other obligations of such Guarantor relating to any Indebtedness of the Company or any Guarantor terminate upon consummation of such transactionbeen complied with.
(c) Each Guarantor shall be deemed released from all its obligations under this Indenture and the Registration Rights Agreement and such Subsidiary Guarantee shall terminate if all the conditions to legal defeasance set forth in Article VIII are satisfied in accordance herewith.
(d) Each Subsidiary Guarantor shall be released from its obligations under this Indenture, its Subsidiary Guarantee and the Registration Rights Agreement if the Company designates such Guarantor as an Unrestricted Subsidiary and such designation complies with the other applicable provisions of this Indenture.
Appears in 1 contract
Sources: Indenture (Sylvamo Corp)
Limitation on Liability; Termination, Release and Discharge. (a) Any term or provision of this Indenture to the contrary notwithstanding, the obligations of each Guarantor hereunder will be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Guarantor (including, without limitation, any Guarantees under the Senior Credit AgreementFacilities) and after giving effect to any collections from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its Subsidiary Guarantee or pursuant to its contribution obligations under this Indenture, result in the obligations of such Guarantor under its Subsidiary Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal or state law and not otherwise being void or voidable under any similar laws affecting the rights of creditors generally.
(b) The Company shall not permit any Guarantor to consolidate with or merge with or into any person (other than another Guarantor) and shall not permit the conveyance, transfer or lease of substantially all of the assets of any Guarantor unless:
(i) the resulting, surviving or transferee Person shall be a corporation, partnership, trust or limited liability company organized and existing under the laws of the United States of America, any State of the United States or the District of Columbia and such Person (if not such Guarantor) shall expressly assume, by supplemental indenture, executed and delivered to the Trustee, all the obligations of such Guarantor under its Subsidiary Guarantee;
(ii) immediately after giving effect to such transaction (and treating any Indebtedness that becomes an obligation of the resulting, surviving or transferee Person or any Subsidiary as a result of such transaction as having been Incurred by such Person or such Subsidiary at the time of such transaction), no Default or Event of Default shall have occurred and be continuing;
(iii) the Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indenture (if any) comply with this Indenture; or
(iv) the transaction is made in compliance with Section 5.01 (other than clause (c) of Section 5.01). Upon the sale or disposition of a Guarantor (by merger, consolidation, the sale of its Capital Stock or the sale of all or substantially all of its assets (other than by lease)) and whether or not such Guarantor is the surviving corporation in such transaction to a Person which is not the Company or a Subsidiary, such Each Guarantor shall be automatically and unconditionally released and discharged from all its obligations under this Indenture and its Subsidiary Guarantee and the Registration Rights Agreement and such Subsidiary Guarantee shall be automatically and unconditionally terminate; provided, howeverand no further action by such Guarantor, the Company or the Trustee is required for the release of such Guarantor or the termination of such Subsidiary Guarantee:
(i) upon any sale, exchange, issuance, transfer or other disposition (by merger, consolidation, amalgamation, dividend, distribution or otherwise) of (x) the Capital Stock of such Guarantor (including any sale, exchange or transfer), after which the applicable Guarantor is no longer a Restricted Subsidiary or (y) all or substantially all of the assets of such Guarantor to a Person that is not the Company or a Guarantor, in each case, if such sale, exchange, issuance, transfer or other disposition is made in compliance with the applicable provisions of this Indenture (1including any amendments thereof);
(ii) no Default (A) upon the release or Event discharge of Default will have occurred or be continuing or would occur as a consequence of a release the guarantee by such Guarantor of the obligations under the Senior Credit Facilities and the Existing Notes or (B) upon the release or discharge of such Guarantor; and (2) all the obligations of other guarantee that required such Guarantor under the Credit Agreement and related documentation and any other obligations of such Guarantor relating to any Indebtedness of the Company or any Guarantor terminate upon consummation of such transaction.
(c) Each Guarantor shall be deemed released from all its obligations under this Indenture and the Registration Rights Agreement and provide such Subsidiary Guarantee shall terminate pursuant to Section 4.10 except, in each case, (x) a discharge or release by or as a result of payment and (y) if all at the conditions time of the release and discharge of such Subsidiary Guarantee, such Guarantor would be required to legal defeasance set forth in Article VIII are satisfied in accordance herewith.guarantee the Notes pursuant to Section 4.10;
(diii) Each Subsidiary Guarantor shall be released from its obligations under this Indenture, its Subsidiary Guarantee and upon the Registration Rights Agreement if the Company designates designation of such Guarantor as an Unrestricted Subsidiary and such designation complies in compliance with the other applicable provisions of this Indenture;
(iv) upon the Company exercising its legal defeasance option or covenant defeasance option in accordance with Article 8 or the Company’s obligations under this Indenture being discharged in accordance with the terms of this Indenture;
(v) upon the merger, amalgamation, consolidation or winding up of such Guarantor with and into the Company or another Guarantor that is the surviving Person in such merger, amalgamation, consolidation or winding up, or upon the liquidation of such Guarantor; or
(vi) as described under Article 9 hereof.
Appears in 1 contract
Limitation on Liability; Termination, Release and Discharge. (a) Any term or provision of this Indenture to the contrary notwithstanding, the obligations of each Guarantor hereunder will be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Guarantor (including, without limitation, any Guarantees under the Credit AgreementFacility) and after giving effect to any collections from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its Subsidiary Guarantee or pursuant to its contribution obligations under this Indenture, result in the obligations of such Guarantor under its Subsidiary Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal or state law and not otherwise being void or voidable under any similar laws affecting the rights of creditors generally.
(b) The In addition, the Company shall not permit any Guarantor to consolidate with or merge with or into any person (other than another Guarantor) and shall not permit the conveyance, transfer or lease of substantially all of the assets of any Guarantor unless:
(i1) the resulting, surviving or transferee Person shall be a corporation, partnership, trust or limited liability company organized and existing under the laws of the United States of America, any State of the United States or the District of Columbia and such Person (if not such Guarantor) shall expressly assume, by supplemental indenture, executed and delivered to the Trustee, all the obligations of such Guarantor under its Subsidiary Guarantee;
(ii2) immediately after giving effect to such transaction (and treating any Indebtedness that becomes an obligation of the resulting, surviving or transferee Person or any Subsidiary as a result of such transaction as having been Incurred by such Person or such Subsidiary at the time of such transaction), no Default or Event of Default shall have occurred and be continuing;
(iii3) the Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indenture (if any) comply with this Indenture; or
(iv4) the transaction is made in compliance with Section 5.01 (other than clause (c) of Section 5.01). Upon the sale or disposition of a Guarantor (by merger, consolidation, the sale of its Capital Stock or the sale of all or substantially all of its assets (other than by lease)) and whether or not such the Guarantor is the surviving corporation in such transaction to a Person which is not the Company or a Subsidiary, such Guarantor shall will be automatically released from all its obligations under this Indenture and its Subsidiary Guarantee and the Registration Rights Agreement and such Subsidiary Guarantee shall will terminate; provided, however, that (1) no Default the sale or Event of Default will have occurred or be continuing or would occur as a consequence of a release of the obligations of such Guarantorother disposition is in compliance with this Indenture, including Section 5.01 (other than clause (c) thereof); and (2) all the obligations of such Guarantor under the Credit Agreement Facility and related documentation and any other obligations of such Guarantor relating to any other Indebtedness of the Company or any Guarantor its Subsidiaries terminate upon consummation of such transaction.
(c) Each Guarantor shall be deemed released from all its obligations under this Indenture and the Registration Rights Agreement and such Subsidiary Guarantee shall terminate if all upon the conditions to legal defeasance set forth in of the Securities pursuant to the provisions of Article VIII are satisfied in accordance herewithEight hereof.
(d) Each Subsidiary Guarantor shall be released from its obligations under this Indenture, its Subsidiary Guarantee and the Registration Rights Agreement if the Company designates such Guarantor as an Unrestricted Subsidiary and such designation complies with the other applicable provisions of this Indenture.
Appears in 1 contract
Sources: Indenture (Amc Entertainment Inc)
Limitation on Liability; Termination, Release and Discharge. (a) Any term or provision of this Indenture to the contrary notwithstanding, the obligations of each Guarantor hereunder will shall be limited to the maximum amount as willshall, after giving effect to all other contingent and fixed liabilities of such Guarantor (including, without limitation, any Guarantees guarantees under the New Credit AgreementFacilities) and after giving effect to any collections from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its Subsidiary Guarantee or pursuant to its contribution obligations under this Indenture, result in the obligations of such Guarantor under its Subsidiary Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal or state law and not otherwise being void or voidable under any similar laws affecting the rights of creditors generally.
(b) The Company Subject to Section 10.2(c), Holdings shall not, and the Issuer shall not permit any Subsidiary Guarantor to to, consolidate with or merge with or into any person or wind up into (other than another Guarantor) and shall whether or not permit Holdings, the conveyanceIssuer or such Subsidiary Guarantor is the surviving corporation), transfer or lease sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of the assets of its properties or assets, in one or more related transaction, to, any Guarantor Person unless:
(i) such Guarantor is the resultingsurviving corporation or the Person formed by or surviving any such consolidation or merger (if other than such Guarantor) or to which such sale, surviving assignment, transfer, lease, conveyance or transferee other disposition shall have been made is a Person shall be a corporation, partnership, trust organized or limited liability company organized and existing under the laws of the United States jurisdiction of Americaorganization of such Guarantor, any State or the laws of the United States or States, any state thereof, the District of Columbia and Columbia, or any territory thereof (such Person Guarantor or such Person, as the case may be, being herein called the “Successor Person”);
(ii) the Successor Person, if not other than such Guarantor) shall , expressly assume, by supplemental indenture, executed and delivered to the Trustee, assumes all the obligations of such Guarantor under its Subsidiary Guarantee;
(ii) immediately after giving effect this Indenture and such Guarantor’s related Guarantee pursuant to such transaction (and treating any Indebtedness that becomes an obligation of supplemental indentures or other documents or instruments in form reasonably satisfactory to the resulting, surviving or transferee Person or any Subsidiary as a result of such transaction as having been Incurred by such Person or such Subsidiary at the time of such transaction), no Default or Event of Default shall have occurred and be continuingTrustee;
(iii) immediately after such transaction, no Default exists;
(iv) the Company Issuer shall have delivered to the Trustee an Officers’ Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indenture (indentures, if any) , comply with this Indenture; or
(ivv) the transaction is made in compliance with Section 5.01 (other than clause 3.5.
(c) of Section 5.01). Upon Subject to the sale or disposition of a Guarantor (by merger, consolidationlimitations described in this Indenture, the sale of its Capital Stock or the sale of all or substantially all of its assets (other than by lease)) Successor Person shall succeed to, and whether or not such Guarantor is the surviving corporation in such transaction to a Person which is not the Company or a Subsidiarybe substituted for, such Guarantor shall be automatically released from all its obligations under this Indenture and its Subsidiary Indenture, such Guarantor’s Guarantee and the Registration Rights Agreement Agreement. Notwithstanding the foregoing, any Subsidiary Guarantor may (i) merge into or with or wind up into or transfer all or part of its properties and such assets to a Subsidiary Guarantee shall terminate; provided, however, that Guarantor or the Issuer or (1ii) no Default or Event of Default will have occurred or be continuing or would occur as a consequence of a release merge with an Affiliate of the obligations Issuer solely for the purpose of such Guarantor; and (2) all reincorporating or reorganizing the obligations Guarantor in the United States, any state thereof, the District of such Guarantor under the Credit Agreement and related documentation and Columbia or any other obligations of such Guarantor relating to any Indebtedness territory thereof. Holdings may merge with an Affiliate of the Company Issuer solely for the purpose of reincorporating or reorganizing Holdings in the United States, any state thereof, the District of Columbia or any Guarantor terminate upon consummation territory thereof. Notwithstanding the foregoing, any Restricted Subsidiary may liquidate or dissolve if the Issuer determines in good faith that such liquidation or dissolution is in the best interests of such transaction.
(c) Each Guarantor shall be deemed released from all its obligations under this Indenture the Issuer and is not materially disadvantageous to the Registration Rights Agreement and such Subsidiary Guarantee shall terminate if all the conditions to legal defeasance set forth in Article VIII are satisfied in accordance herewithHolders.
(d) Each Any Guarantee by a Restricted Subsidiary of the Notes shall be automatically and unconditionally released and discharged upon:
(1) (A) any sale, exchange, disposition or transfer (by merger or otherwise) of (x) the Capital Stock of such Subsidiary Guarantor, after which the applicable Subsidiary Guarantor shall be released from its obligations under this Indentureis no longer a Restricted Subsidiary, its or (y) all or substantially all the assets of such Subsidiary Guarantee and the Registration Rights Agreement if the Company designates such Guarantor as an Unrestricted Subsidiary and such designation complies Guarantor, which sale, exchange, disposition or transfer in each case is made in compliance with the other applicable provisions of this Indenture.;
Appears in 1 contract
Sources: Indenture (Burger King Holdings Inc)
Limitation on Liability; Termination, Release and Discharge. (a) Any term or provision of this Indenture to the contrary notwithstanding, the The obligations of each Subsidiary Guarantor hereunder will be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Subsidiary Guarantor (including, without limitation, any Guarantees guarantees under the a Senior Credit Agreement) and after giving effect to any collections from or payments made by or on behalf of any other Subsidiary Guarantor in respect of the obligations of such other Subsidiary Guarantor under its Subsidiary Guarantee or pursuant to its contribution obligations under this Indenture, result in the obligations of such Subsidiary Guarantor under its Subsidiary Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal or state law and not otherwise being void or voidable under any similar laws affecting the rights of creditors generally.
(b) The Company shall not permit any law. Each Subsidiary Guarantor to may consolidate with or merge into or sell its assets to the Company or another Subsidiary Guarantor without limitation. Each Subsidiary Guarantor may consolidate with or merge into any person (or sell all or substantially all its assets to a corporation, partnership or trust other than the Company or another Subsidiary Guarantor (whether or not affiliated with the Subsidiary Guarantor) and ), except that if the surviving corporation of any such merger or consolidation is a Subsidiary of the Company, such merger, consolidation or sale shall not permit the conveyance, transfer or lease of substantially all of the assets of any Guarantor unless:
be permitted unless (i) the resulting, Person formed by or surviving any such consolidation or transferee Person shall be a corporation, partnership, trust or limited liability company organized and existing under the laws of the United States of America, any State of the United States or the District of Columbia and such Person (if not such Guarantor) shall expressly assume, by supplemental indenture, executed and delivered to the Trustee, merger assumes all the obligations of such Guarantor Subsidiary under its the Subsidiary Guarantee pursuant to a supplemental indenture in form and substance reasonably satisfactory to the Trustee in respect of the Securities, this Indenture and the Subsidiary Guarantee;
, (ii) immediately after giving effect to such transaction (and treating any Indebtedness that becomes an obligation of the resulting, surviving or transferee Person or any Subsidiary as a result of such transaction as having been Incurred by such Person or such Subsidiary at the time of such transaction), no Default or Event of Default shall have occurred exists; and be continuing;
(iii) the Company shall have delivered delivers to the Trustee an Officers’ ' Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indenture (if any) comply Counsel addressed to the Trustee with this Indenture; or
(iv) respect to the transaction is made in compliance with Section 5.01 (other than clause (c) of Section 5.01)foregoing matters. Upon the sale or disposition of a Subsidiary Guarantor (by merger, consolidation, the sale of its Capital Stock or the sale of all or substantially all of its assets assets) to a Person (other than by lease)) and whether or not such Guarantor is an Affiliate of the surviving corporation in such transaction to a Person Subsidiary Guarantor) which is not a Subsidiary of the Company Company, which sale or a Subsidiarydisposition is otherwise in compliance with this Indenture (including Section 3.6), such Subsidiary Guarantor shall will be automatically deemed released from all its obligations under this Indenture and its Subsidiary Guarantee and the Registration Rights Agreement and such Subsidiary Guarantee shall will terminate; provided, however, that (1) no Default or Event of Default any such termination will have occurred or be continuing or would occur as a consequence of a release of only to the extent that all obligations of such Guarantor; and (2) all the obligations of such Subsidiary Guarantor under the a Senior Credit Agreement and related documentation all of its guarantees of, and under all of its pledges of assets or other security interests which secure, any other obligations of such Guarantor relating to any Indebtedness of the Company or any Guarantor will also terminate upon consummation of such transaction.
(c) Each release, sale or transfer. A Subsidiary Guarantor shall will be deemed released from all and relieved of its obligations under this Indenture and the Registration Rights Agreement and such Subsidiary Guarantee shall terminate if all the conditions to legal defeasance set forth in Article VIII are satisfied in accordance herewith.
(d) Each Subsidiary Guarantor shall be released from its obligations under this Indenture, its Subsidiary Guarantee and without any further action required on the Registration Rights Agreement if part of the Company designates or such Subsidiary Guarantor upon the designation of such Subsidiary Guarantor as an Unrestricted Subsidiary and such designation complies in accordance with the other applicable provisions terms of this Indenture.
Appears in 1 contract
Sources: Indenture (Sather Trucking Corp)
Limitation on Liability; Termination, Release and Discharge. (a) Any term or provision of this Indenture to the contrary notwithstanding, the obligations of each Subsidiary Guarantor hereunder will be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Subsidiary Guarantor (including, without limitation, any Guarantees guarantees under the Senior Credit AgreementFacility) and after giving effect to any collections from or payments made by or on behalf of any other Subsidiary Guarantor in respect of the obligations of such other Subsidiary Guarantor under its Subsidiary Guarantee or pursuant to its contribution obligations under this Indenture, result in the obligations of such Subsidiary Guarantor under its Subsidiary Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal or state law and not otherwise being void or voidable under any similar laws affecting the rights of creditors generally.
(b) The Company shall not permit any Subsidiary Guarantor to consolidate with or merge with or into any person Person (other than the Company or another Subsidiary Guarantor) and shall not permit the conveyance), or convey, transfer or lease of all or substantially all of the assets of any Subsidiary Guarantor (other than to the Company or another Subsidiary Guarantor), unless:
(i1) (A) if such entity remains a Subsidiary Guarantor, the resulting, surviving or transferee Person shall will be a corporation, partnership, trust or limited liability company Person (other than an individual) organized and existing under the laws of the United States of America, any State of the United States state or territory thereof, or the District of Columbia and such Person Columbia; (if not such Guarantor) shall expressly assume, by supplemental indenture, executed and delivered to the Trustee, all the obligations of such Guarantor under its Subsidiary Guarantee;
(iiB) immediately after giving effect to such transaction (and treating any Indebtedness that becomes an obligation of the resulting, surviving or transferee Person or any Restricted Subsidiary as a result of such transaction as having been Incurred by such Person or such Restricted Subsidiary at the time of such transaction), no Default or of Event of Default shall have occurred and be continuing;
; (iiiC) the resulting, surviving or transferee Person (if not such Subsidiary Guarantor) expressly assumes all the obligations of such Subsidiary Guarantor under the Securities, this Indenture and its Subsidiary Guarantee pursuant to a supplemental indenture or other documents or instruments in form reasonably satisfactory to the Trustee; and (D) the Company shall will have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indenture (if any) comply with this Indenture; orand
(iv2) the transaction is made in compliance with Section 5.01 3.5 (other than clause (cit being understood that only such portion of the Net Available Cash as is required to be applied on the date of such transaction in accordance with the terms of this Indenture needs to be applied in accordance therewith at such time) of and this Section 5.01)10.2. Upon the sale or disposition of a Subsidiary Guarantor (by merger, consolidation, the sale of its Capital Stock or the sale of all or substantially all of its assets (other than by lease)) and whether or not such the Subsidiary Guarantor is the surviving corporation in such transaction transaction, to a Person which is not the Company or a Restricted Subsidiary, such Subsidiary Guarantor shall will be automatically released from all its obligations under this Indenture and its Subsidiary Guarantee and the Registration Rights Agreement and Agreement, such Subsidiary Guarantee shall terminate; provided, however, that will terminate if (1x) no Default the sale or Event of Default will have occurred or be continuing or would occur as a consequence of a release of the obligations of such Guarantor; other disposition is in compliance with this Indenture and (2y) all the obligations of such Subsidiary Guarantor under the Credit Agreement all Debt Facilities and related documentation and any other obligations of such Guarantor agreements relating to any other Indebtedness of the Company or any Guarantor its Restricted Subsidiaries that resulted in the obligation to Guarantee the Security terminate upon consummation of such transaction.
(c) Each Subsidiary Guarantor shall will be deemed released from all its obligations under this Indenture Indenture, its Subsidiary Guarantee and the Registration Rights Agreement and upon the release or discharge of such Subsidiary Guarantor from its Guarantee shall terminate of Indebtedness of the Company and the Subsidiary Guarantors under the Senior Credit Facility (including by reason of the termination of the Senior Credit Facility), all other Indebtedness of the Company and its Restricted Subsidiaries and/or the Guarantee that resulted in the obligation of such Subsidiary Guarantor to Guarantee the Securities, if all such Subsidiary Guarantor would not then otherwise be required to Guarantee the conditions Securities pursuant to legal defeasance set forth this Indenture (and treating any Guarantees of such Subsidiary Guarantor that remain outstanding as Incurred at least 30 days prior to such release or discharge), except a discharge or release by or as a result of payment under such Guarantee; provided, that if such Person has Incurred any Indebtedness or issued any Preferred Stock or Disqualified Stock in Article VIII reliance on its status as a Subsidiary Guarantor under Section 3.2, such Subsidiary Guarantor’s obligations under such Indebtedness, Disqualified Stock or Preferred Stock, as the case may be, so Incurred are satisfied in accordance herewithfull and discharged or are otherwise permitted to be Incurred by a Restricted Subsidiary (other than a Subsidiary Guarantor) under Section 3.2.
(d) Each Subsidiary Guarantor shall will be released from its obligations under this Indenture, its Subsidiary Guarantee and the Registration Rights Agreement if the Company designates such Subsidiary Guarantor as an Unrestricted Subsidiary and such designation complies with the other applicable provisions of this Indenture.
(e) Each Subsidiary Guarantor will be deemed released from all its obligations under this Indenture, its Subsidiary Guarantee and the Registration Rights Agreement, and such Subsidiary Guarantee will terminate, upon the legal defeasance or covenant defeasance of the Securities or upon satisfaction and discharge of this Indenture, in each case pursuant to the provisions of Article VIII hereof.
(f) The release of any Subsidiary Guarantor from its obligations pursuant to this Section 10.2 shall be conditioned upon such Subsidiary Guarantor delivering to the Trustee an Officers’ Certificate and an Opinion of Counsel stating that all conditions precedent provided for in this Indenture relating to the transactions specified in clauses (b), (c), (d) and (e) of this Section 10.2, have been complied with.
Appears in 1 contract
Sources: Indenture (Colt Finance Corp.)