Release of Guarantees and Liens Sample Clauses
The 'Release of Guarantees and Liens' clause defines the conditions under which any guarantees or liens provided as security for an obligation are formally discharged. Typically, this clause specifies that once the underlying debt or obligation has been fully satisfied, the party holding the guarantee or lien must take steps to release or remove it, such as filing appropriate documentation or returning collateral. Its core practical function is to ensure that once obligations are met, the encumbered assets are freed from claims, thereby restoring full ownership rights and preventing ongoing encumbrances.
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Release of Guarantees and Liens. Notwithstanding anything to the contrary contained herein or in any other Loan Document, the Administrative Agent is hereby irrevocably authorized by each Lender (without requirement of notice to or consent of any Lender) to take any action requested by the Borrower having the effect of releasing any Collateral or guarantee obligations (i) to the extent necessary to permit consummation of any transaction permitted by any Loan Document or that has been consented to in accordance with the terms hereof or (ii) under the circumstances described in the next succeeding sentence. When this Agreement has been terminated and all of the Obligations have been fully and finally discharged (other than obligations in respect of Designated Hedge Agreements, contingent indemnity obligations and obligations in respect of Letters of Credit that have been Cash Collateralized) and the obligations of the Administrative Agent and the Lenders to provide additional credit under the Loan Documents have been terminated irrevocably, and the Credit Parties have delivered to the Administrative Agent a written release of all claims against the Administrative Agent and the Lenders, in form and substance satisfactory to the Administrative Agent, the Administrative Agent will, at the Borrower’s sole expense, execute and deliver any termination statements, lien releases, mortgage releases, re-assignments of intellectual property, discharges of security interests, and other similar discharge or release documents (and, if applicable, in recordable form) as are necessary or advisable to release, as of record, the Administrative Agent’s Liens and all notices of security interests and liens previously filed by the Administrative Agent with respect to the Obligations.
Release of Guarantees and Liens. (a) At such time as the Loans and the other obligations under the Loan Documents (other than contingent indemnification obligations and obligations under or in respect of Swap Agreements and Cash Management Agreements) shall have been paid in full, the Aggregate Commitment has been terminated and no Letters of Credit shall be outstanding (other than Letters of Credit that have been cash collateralized or otherwise backstopped in a manner satisfactory to the Issuing Bank), the Collateral shall be released from the Liens created by the Security Instruments, and the Security Instruments and all obligations (other than those expressly stated to survive such termination) of each Credit Party under the Security Instruments shall terminate, all without delivery of any instrument or performance of any act by any Person; and
(b) If any of the Collateral shall be sold, transferred or otherwise disposed of by the Borrower or any Restricted Subsidiary in a transaction permitted by this Agreement, then the Administrative Agent, at the request and sole expense of the Borrower or any Restricted Subsidiary, shall execute and deliver to the Borrower or any Restricted Subsidiary all releases or other documents reasonably necessary or desirable for the release of the Liens created by the Security Instruments on such Collateral. At the request and sole expense of the Borrower, a Guarantor shall be released from its obligations hereunder and under the other Security Instruments in the event that all the Equity Interests of such Guarantor shall be Disposed of in a transaction permitted by this Agreement; provided that the Borrower shall have delivered to the Administrative Agent, at least five (5) Business Days prior to the date of the proposed release, a written request for release identifying the relevant Guarantor and the terms of the Disposition in reasonable detail, including the price thereof and any anticipated expenses in connection therewith, together with a certification by the Borrower stating that such transaction is in compliance with this Agreement and the other Loan Documents.
Release of Guarantees and Liens. (a) Notwithstanding anything to the contrary contained herein or in any other Loan Document, the Administrative Agent is hereby irrevocably authorized by each Lender (without requirement of notice to or consent of any Lender except as expressly required by Section 10.1) and is hereby required to promptly take any action requested by the Borrower having the effect of releasing any Collateral or guarantee obligations (i) to the extent necessary to permit consummation of any transaction not prohibited by any Loan Document or that has been consented to in accordance with Section 10.1 or (ii) under the circumstances described in paragraph (b) below. Any such release of Collateral may be effected pursuant to a Release or such other documentation as shall be reasonably acceptable to the Administrative Agent.
(b) At such time as the Loans, the Reimbursement Obligations and the other obligations under the Loan Documents (other than (i) obligations under or in respect of Hedge Agreements and (ii) contingent indemnification obligations) shall have been paid in full, the Revolving Commitments have been terminated and no Letters of Credit shall be outstanding, the Collateral shall be released from the Liens created by the Guarantee and Collateral Agreement, and the Guarantee and Collateral Agreement and all obligations (other than those expressly stated to survive such termination) of the Administrative Agent and each Loan Party under the Guarantee and Collateral Agreement shall terminate, all without delivery of any instrument or performance of any act by any Person.
Release of Guarantees and Liens. Notwithstanding anything to the contrary contained herein or in any other Loan Document, the Administrative Agent and/or Collateral Agent shall take any action reasonably requested by the Borrower having the effect of evidencing the release of any Collateral or guarantee obligations under the circumstances provided for in Section 9.01(b). When the Termination Date has occurred, and the Loan Parties have delivered to the Administrative Agent and the Collateral Agent a written release of all claims against the Administrative Agent, the Collateral Agent and the Lenders, in form and substance reasonably satisfactory to the Administrative Agent and the Collateral Agent, the Administrative Agent and/or the Collateral Agent will, at the Borrower’s sole expense, execute and deliver any termination statements, lien releases, mortgage releases, re-assignments or releases of Intellectual Property, discharges of security interests, and other similar discharge or release documents (and, if applicable, in recordable form) as are necessary or advisable and in form and substance reasonably satisfactory to the Administrative Agent and the Collateral Agent to release, as of record, the Administrative Agent’s and/or the Collateral Agent’s Liens and all notices of security interests and liens previously filed by the Administrative Agent and/or the Collateral Agent with respect to the Obligations.
Release of Guarantees and Liens. (a) On or before Closing, Seller shall cause all guarantees made by the Company for the benefit of the Seller, including, but not limited to, guarantees with respect to the credit facilities of Seller, to be terminated and released.
(b) On or before Closing, Seller shall cause all security interests, encumbrances and liens on assets owned by the Company, which liens arise from or in connection with credit facilities of the Seller, to be terminated and released.
Release of Guarantees and Liens. (a) Notwithstanding anything to the contrary contained herein or in any other Credit Document, each of the Administrative Agent and the Collateral Agent is hereby irrevocably authorized by each Bank (without requirement of notice to or consent of any Bank) to take any action requested by the Borrower (including the giving of directions to the Collateral Agent) having the effect of releasing any Collateral or Guarantee obligations (i) to the extent necessary to permit consummation of any transaction, including any sale-leaseback transaction, CMO Transaction, or receivables securitization not prohibited by any Credit Document or that has been consented to in accordance with Section 10.07 or (ii) to the extent such Collateral constitutes (A) any accounts receivable and other contract rights to payment payable by non-U.S. Persons organized in China, India or Saudi Arabia to the Borrower or any Domestic Subsidiary or (B) inventory of the Borrower or any Domestic Subsidiary physically located outside of the United States, so long as, in the case of each of the foregoing clauses (A) and (B), such assets shall be used to secure Indebtedness of the Borrower or any Subsidiary not prohibited by any Credit Document.
(b) Neither this Agreement, any other Credit Document nor any provision hereof or thereof may be waived, amended or modified so as to release any material Collateral or Guarantee of the Subsidiary Guarantors pursuant to the Guarantee and Collateral Agreement (except as provided therein or in paragraph (a) of this Section 10.13), without the prior written consent of each Bank.
Release of Guarantees and Liens. When this Agreement has been terminated and all of the Obligations have been paid in full (other than obligations in respect of contingent indemnity obligations) and the obligations of the Lender to provide additional credit under the Loan Documents have been terminated irrevocably, the Lender will, at the Borrowers’ sole expense, execute and deliver any termination statements, lien releases, mortgage releases, re-assignments of intellectual property, discharges of security interests, and other similar discharge or release documents (and, if applicable, in recordable form) as are necessary or advisable to release, as of record, the Lender’s Liens and all notices of security interests and liens previously filed by the Lender with respect to the Obligations.
Release of Guarantees and Liens. (a) Notwithstanding anything to the contrary contained herein or in any other Loan Document, each of the Administrative Agent and the Collateral Agent is hereby irrevocably authorized by each Lender (without requirement of notice to or consent of any Lender) to take any action requested by the Borrower (including the giving of directions to the Collateral Agent) having the effect of releasing any Collateral or Guarantee obligations (i) to the extent necessary to permit consummation of any transaction, including any CMO Transaction, not prohibited by any Loan Document or that has been consented to in accordance with Section 9.07 or (ii) under the circumstances described in paragraph (b), (c) or (d) below.
(b) The Capital Stock of Agere pledged pursuant to the Guarantee and Collateral Agreement shall at the Borrower's request be released (the "Agere Stock Release") at any time on or after the date on which Agere has assumed at least $2,500,000,000 in aggregate principal amount of Indebtedness of the Borrower (including, in any event, all Indebtedness under the Lucent Assumable Credit Agreement); provided that, at the time of such release, no Event of Default has occurred and is continuing (including pursuant to Section 6.01) (as certified by the Borrower to the Administrative Agent).
(c) On the first date after the Closing Date on which the Borrower has (i) Borrower Debt Ratings of BBB or better from S&P and Baa2 or better from Mood▇'▇, ▇▇ each case on stable watch or the equivalent, and (ii) Consolidated Operating EBITDA of at least $1,800,000,000, for the most recent period of four consecutive fiscal quarters (or shorter period, if applicable) commencing on or after October 1, 2000 for which the relevant financial information is available (as certified by the Borrower to the Administrative Agent), the Collateral shall automatically be released from the Liens created by the Security Documents (it being understood that the Guarantees created by the Guarantee and Collateral Agreement shall nevertheless remain in effect).
(d) If Agere and its Subsidiaries have been required to enter into any Security Documents pursuant to Section 5.11, then on the date of the Agere IPO, the Collateral provided by Agere and its Subsidiaries shall automatically be released from the Liens created by the Security Documents and all of their respective obligations under the Security Documents (including the Guarantees provided by them pursuant to the Guarantee and Collateral Agreeme...
Release of Guarantees and Liens. (a) Notwithstanding anything to the contrary contained herein or in any other Loan Document but subject to the Intercreditor Agreement, the Collateral Agent is hereby irrevocably authorized by each Bank (without requirement of notice to or consent of any Bank except as expressly required by Section 12.8) to take any action requested by the Company having the effect of releasing any Collateral or guarantee obligations (i) to the extent necessary to permit consummation of any transaction not prohibited by any Loan Document or that has been consented to in accordance with Section 12.8 or (ii) under the circumstances described in paragraph (b) below.
(b) Subject to the Intercreditor Agreement, at such time as the Loans and the other obligations under the Loan Documents (other than obligations under or in respect of Swap Agreements) shall have been paid in full and the Commitments have been terminated, the Collateral shall be released from the Liens created by the Security Documents, and the Security Documents and all obligations (other than those expressly stated to survive such termination) of the Collateral Agent and each Loan Party under the Security Documents shall terminate, all without delivery of any instrument or performance of any act by any Person.
Release of Guarantees and Liens. (a) On or before Closing, Seller shall cause, and shall provide Buyer with reasonably sufficient proof that, all guarantees made by Nippon Selas or ▇▇ ▇▇▇▇▇ for the benefit of Seller, including but not limited to, guarantees with respect to the credit facilities of Seller, to be terminated and released.
(b) On or before Closing, Seller shall cause, and shall provide Buyer with reasonably sufficient proof that, all security interests, encumbrances and liens on the Assets and assets owned by Nippon Selas and ▇▇ ▇▇▇▇▇, which liens arise from or in connection with credit facilities of Seller, to be terminated and released.
(c) On or before Closing, Buyer shall cause, and shall provide Seller with reasonably sufficient proof that, Seller to be released from all guarantees made by Seller for the benefit of Nippon Selas or ▇▇ ▇▇▇▇▇ listed on Section 5.12(c) of the Disclosure Schedule. In the event that Buyer is not able to obtain the release of such guarantees, Buyer shall indemnify Seller with respect to such guarantees as an Assumed Liability pursuant to Section 9.3.