Release of Certain Guarantors Sample Clauses
The 'Release of Certain Guarantors' clause defines the conditions under which specific guarantors are formally released from their obligations under a contract or agreement. Typically, this clause outlines scenarios such as repayment of the underlying debt, sale of the guarantor's interest, or satisfaction of certain covenants that trigger the release. For example, if a subsidiary that provided a guarantee is sold to a third party, this clause may allow for its release from future liability. The core function of this clause is to provide a clear mechanism for ending a guarantor's responsibilities, thereby reducing unnecessary risk and administrative burden once their involvement is no longer required.
Release of Certain Guarantors. (a) Provided no Default or Event of Default shall have occurred and be continuing (or would exist immediately after giving effect to the transactions contemplated by this §5.6(a)), in the event that (1) all Pool Properties owned by such Subsidiary Guarantor have been removed from the calculation of Pool Availability, and (2) such Subsidiary Guarantor will not, upon giving effect to such requested release, be a guarantor of or otherwise liable with respect to any other Unsecured Debt of the Borrower or any of its Subsidiaries, then such Subsidiary Guarantor shall be released by Agent from liability under this Agreement and the other Loan Documents to which it is a party.
(b) The Borrower may request in writing that the Agent release, and upon receipt of such request the Agent shall release (subject to the terms hereof), a Subsidiary Guarantor that is a Guarantor solely by virtue of being a Material Subsidiary from the Guaranty so long as: (i) no Default or Event of Default shall then be in existence or would occur as a result of such release; (ii) the Agent shall have received such written request at least five (5) Business Days prior to the requested date of release; (iii) such Subsidiary Guarantor is not the direct or indirect owner or lessee of a Pool Property and will not, upon giving effect to such requested release, be a guarantor of or otherwise liable with respect to any other Unsecured Debt of the Borrower or any of its Subsidiaries of the type described in clause (b) of the definition of Material Subsidiary which would require it to be a Guarantor; and (iv) the Borrower shall deliver to Agent evidence reasonably satisfactory to Agent that (A) the Borrower, CVOP I or CVOP II has disposed of or simultaneously with such release will dispose of its entire interest in such Guarantor or that all of the assets of such Guarantor will be disposed of in compliance with the terms of this Agreement, and if such transaction involves the disposition by such Guarantor of all of its assets, the net cash proceeds, if any, from such disposition are being distributed to the Borrower, CVOP I or CVOP II, as applicable, in connection with such disposition, or (B) such Guarantor will be the borrower with respect to Secured Debt that is not prohibited under this Agreement, which Indebtedness will be secured by a Lien on the assets of such Guarantor, or (C) the Borrower has contributed or simultaneously with such release will contribute its entire direct or indirect inter...
Release of Certain Guarantors. (a) A Guarantor will be automatically released from its obligations under this Article 11:
(1) upon a Fundamental Change of such Guarantor in accordance with Section 4.13;
(2) upon defeasance or covenant defeasance of the Securities pursuant to Article 8 or if the Company’s obligations under this Indenture are satisfied and discharged pursuant to Article 9; or
(3) in the case of the Collateral Rig Owner, upon the replacement of such Collateral Rig Owner in connection with a transfer of the Collateral Rig in accordance with Section 4.29 pursuant to which another wholly-owned Subsidiary of Holdings shall become the Collateral Rig Owner and a Guarantor hereunder.
(b) At the request of the Company and upon delivery of an Officer’s Certificate and Opinion of Counsel, if required, the Trustee shall execute and deliver an appropriate instrument evidencing the release of a Guarantor pursuant to this Section 11.06.
Release of Certain Guarantors. In the event that (a) all Unencumbered Asset Pool Properties either owned by or serviced by a Subsidiary of Parent Company that is a Guarantor shall have been removed from the Unencumbered Asset Pool in accordance with the terms of this Agreement (or were never part of the Unencumbered Asset Pool Properties), and (b) such Subsidiary Guarantor will not, upon giving effect to such requested release, be a guarantor of or otherwise liable with respect to any other Unsecured Debt of the Parent Company or any of its Subsidiaries of the type described in the definition of Material Subsidiary which would require it to be a Guarantor, then such Guarantor shall be released by Agent from liability under the Guaranty. The provisions of this §5.5 shall not apply to any Subsidiary of Parent Company which still owns or services an Unencumbered Asset Pool Property or any direct or indirect interest in an Unencumbered Asset Pool Property.
Release of Certain Guarantors. In accordance with Section 801 of the Original Indenture, HarperCollins Publishers Inc., HarperCollins (UK), News International plc, News Limited, News Securities B.V. and Newscorp Investments, are each hereby eliminated as Guarantors under the Indenture.
Release of Certain Guarantors. Provided no Default or Event of Default shall have occurred and be continuing (or would exist immediately after giving effect to the transactions contemplated by this §5.6(a)), in the event that all Borrowing Base Assets owned directly or indirectly by a Subsidiary Guarantor have been removed from the calculation of Borrowing Base Availability in accordance with this Agreement and shall have been released as Collateral for the Obligations and Hedge Obligations in accordance with the terms of this Agreement, then such Subsidiary Guarantor shall be released by Agent from liability under this Agreement and the Guaranty. The provisions of this §5.6 shall not apply to Borrower or REIT.
Release of Certain Guarantors. The parties hereto hereby confirm and acknowledge the concurrent release and discharge of each of the Existing Guarantors from any and all guaranty obligations arising under the Indenture.
Release of Certain Guarantors. In accordance with Section 1205 of the Original Indenture as supplemented by Section 203 of the Fourth Supplemental Indenture, each of the following entities is hereby eliminated as a Guarantor under the Indenture: News Australia Holdings Pty Ltd Australia FEG Holdings, Inc. Delaware Fox Entertainment Group, Inc. Delaware News America Marketing FSI, LLC Delaware News Publishing Australia Limited Delaware Limited Liability Company “APR City/TVD” Russian Federation Limited Liability Company “Display” Russian Federation Media Support Services Limited British Virgin Islands Limited Liability Company “Outdoor Marketing (Russia)” Russian Federation Limited Liability Company “Outdoor Media Management” Russian Federation Outdoor Systems Limited British Virgin Islands SECTION 204. References in the Indenture. By reason of the elimination of certain Guarantors pursuant to Section 203 hereof, and the continuation, as Guarantor, of the Guarantor under the Indenture, all references to the “Guarantor” are hereby deemed to refer to News Corporation, a Delaware corporation, as sole Guarantor.
Release of Certain Guarantors. All existing Guarantors not listed on Schedule 1.1(b) of the Loan Agreement, as amended hereby, shall be, effective as of the First Modification Effective Date, fully released and discharged by Administrative Agent on behalf of itself and the Lenders from all obligations under the Guaranty they previously executed and delivered in connection with the Existing Loan Agreement.
Release of Certain Guarantors. Pursuant to the terms of the Consent Solicitation Statement, Article IX and Section 11.08(b)(7), from and including the Operative Date, Cabot Financial (▇▇▇▇▇▇) Limited, ▇▇▇▇▇▇ Capital Europe Limited, MCE Portfolio Limited, MFS Portfolio Limited, ▇▇▇▇▇▇ Europe I Limited, ▇▇▇▇▇▇ Europe II Limited, ME III Limited, ME IV Limited, Hillesden Securities Limited and Cabot Financial (Treasury) Ireland Limited shall be released from their guarantee of the Notes.
Release of Certain Guarantors. In the event that all Mortgage Properties owned by a Subsidiary Guarantor shall have been released as Collateral for the Obligations in accordance with the terms of this Agreement, then such Subsidiary Guarantor shall be released by the Administrative Agent from liability under this Agreement and the other Loan Documents. The provisions of this Section 4.8 shall not apply to the Borrower, the Parent or ▇▇▇▇▇ ▇▇.