Release of Guarantees and Security Clause Samples

Release of Guarantees and Security. (a) Subject to paragraph (b) below, at the time of completion of any disposal by the Parent or any Obligor of any shares, assets or revenues the Security Trustee shall (and it is hereby authorised by the other Finance Parties to) at the request of and cost of the relevant Obligor, execute such documents as may be required to: (i) release those shares, assets or revenues from Security constituted by any relevant Security Document or certify that any floating charge constituted by any relevant Security Documents over such assets, revenues or rights has not crystallised; and (ii) release any person which as a result of that disposal, ceases to be the Parent or any Obligor, from any guarantee, indemnity or Security Document to which it is a party and its other obligations under any other Finance Document. (b) The Security Trustee shall only be required under paragraph (a) above to grant the release of any Security or to deliver a certificate of non-crystallisation on account of a disposal as described in that paragraph described in that paragraph if: (i) the disposal is permitted under Clause 25.6 (Disposals) or otherwise with the consent of an Instructing Group; (ii) (to the extent that any proceeds of that disposal are to be applied in repayment of the Facilities) the Facility Agent has received (or is satisfied, acting reasonably, that it will receive immediately following the disposal) the appropriate amount of those proceeds; and (iii) (to the extent that the disposal is to be in exchange for replacement assets) the Security Trustee has either received (or is satisfied, acting reasonably, that it will receive immediately following the disposal) one or more duly executed Security Documents granting Security over those replacement assets or is satisfied, acting reasonably, that the replacement assets will be subject to Security pursuant to any existing Security Documents. (c) If at any time, a Compliance Certificate delivered pursuant to Clause 22.5(a) (Compliance Certificates) shows that the Obligors under this Agreement at the relevant time represent a percentage which is greater than that required to satisfy the 80% Security Test and the Company is able, at such time, to demonstrate to the satisfaction of the Facility Agent (acting reasonably) that upon the release of one or more specified Obligors from its obligations under this Agreement the 80% Security Test would continue to be satisfied, the Security Trustee shall (and it is hereby authorised by the...
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Release of Guarantees and Security. Subject to paragraph (b) below, at the time of completion of any disposal by the Parent or any Obligor of any shares, assets or revenues the Security Trustee shall (and it is hereby authorised by the other Finance Parties to) at the request of and cost of the relevant Obligor, execute such documents as may be required to:
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Release of Guarantees and Security. (a) Notwithstanding anything to the contrary herein, no asset subject to Transaction Security (excluding any assets subject to Transaction Security in the form of a business mortgage or floating charge) may be disposed of without the prior written approval of the Security Agent and the Super Senior Representative. (b) The Security Agent is authorised and may execute on behalf of any Secured Party, in each case without any need for further deferral to or authority from such Secured Party, any release of the Guarantees or the Security created by any Transaction Security Document, to the extent that such release is made in accordance with the terms and conditions of the Senior Finance Documents. (c) Each Party acknowledges and agrees that it will execute such releases as the Security Agent may request in order to give effect to this Clause 14. No such release will affect the obligations and liabilities of any other ICA Group Company under any Senior Finance Document not subject to such release. (d) Any Transaction Security or Guarantee to be released in accordance with this Clause 14 will always be released pro rata between the Secured Parties and the remaining Transaction Security will continue to rank pari passu between the Secured Parties as set forth in the Transaction Security Documents and this Agreement. For the avoidance of doubt, any Transaction Security or Guarantee will always be released in such way which does not affect the sharing between the Secured Parties of the remaining Transaction Security and Guarantees and/or the ranking and priority of the Secured Parties as specified by this Agreement. (e) Unless explicitly stated otherwise, the Security Agent shall facilitate disposals as set out in this Clause 14 without any authorisation from any Secured Party being required.
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Release of Guarantees and Security. In the event that any sale or disposal of any Collateral is consummated in accordance with Section 11.3(g), the Credit Obligations of such Guarantor under its Guarantee shall be automatically released and terminated or the security interest and Lien of the Agent shall be automatically released and terminated with respect to the Collateral sold or disposed, as the case may be. In connection with the foregoing, the Agent shall provide to the Credit Parties such terminations or releases as any such Credit Party shall reasonably request to effectuate the purpose of this Section.
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Release of Guarantees and Security. Upon receipt of the certificates delivered under paragraphs (d) and (e) of Clause 28.2 (Separation of the Broadcast Business), the Facility Agent shall promptly notify the Security Trustee who shall, as soon as reasonably practicable thereafter, and each of the Finance Parties hereby authorises the Security Trustee to, at the expense of the Borrower, execute such documents as may be required to: (a) release any of the Broadcast Assets from any Security granted pursuant to a Security Document (including any Security Document granted by a member of the Core Group) and/or certify that any floating charge constituted by any Security Document over any Broadcast Assets has not crystallised; (b) release the shares in NatTrans (and if applicable, any Holding Company of NatTrans) and any Indebtedness owed by NatTrans to any member of the Core Group and the shares in any other member of the Broadcast Group, in each case, from any Security granted pursuant to a Security Document; and (c) release NatTrans (and if applicable, any Holding Company of NatTrans) and any other member of the Broadcast Group which is an Obligor at the relevant time, from any guarantee, indemnity or Security Document to which it is a party and from any of its other obligations under any Finance Document.
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Release of Guarantees and Security. SELLER shall have delivered to PURCHASER at the Closing such documents and instruments as are reasonably necessary to evidence the termination of the guarantee by the ▇▇▇▇▇ Companies of indebtedness of SELLER to its bank lenders, the termination and release of the liens and security interests in the assets and properties of the ▇▇▇▇▇ Companies granted in favor of such lenders in connection with such guarantee and the termination and release of the liens and security interests in the Shares granted in favor of such lenders. Without limiting the generality of the foregoing, SELLER shall have delivered, or caused to be delivered to PURCHASER (or at PURCHASER's election, to Title Company), the original executed and acknowledged full reconveyance of the NationsBank Deed of Trust. SELLER shall be solely responsible for the payment of all fees and costs associated with the foregoing, including, without limitation, all trustee's fees, recording fees, filing fees and, if applicable, escrow fees. Such documents and instruments shall be reasonably satisfactory in form and substance to PURCHASER and its counsel.
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Release of Guarantees and Security. Subject to the satisfaction of any conditions required, as relevant, under Clause 2 (Release Of Guarantees And Security) of the Guarantees and Security Agreement, each of the parties hereto agrees to the releases effected or to be effected pursuant to Clause Table of Contents Execution Version: 19th April 2010 Clause 2 (Release Of Guarantees And Security) of the Guarantees and Security Agreement.
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Release of Guarantees and Security. This is the ninth schedule referred to in clause 6.3.8 and 6.6.8 of this agreement. The Key Liens are those listed at Part 1 of this ninth schedule.
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Related to Release of Guarantees and Security

  • Release of Guarantees (a) A Guarantee by a Guarantor shall be automatically and unconditionally released and discharged, and no further action by such Guarantor, the Issuer or the Trustee is required for the release of such Guarantor’s Guarantee, upon: (1) any sale, exchange or transfer (by merger, wind-up, consolidation or otherwise) of the Capital Stock of such Guarantor (including any sale, exchange or transfer), after which the applicable Guarantor is no longer a Restricted Subsidiary or sale of all or substantially all the assets of such Guarantor, which sale, exchange or transfer is made in compliance with the applicable provisions of this Indenture; (2) the release or discharge of the guarantee by such Guarantor that resulted in the creation of such Guarantee, except a discharge or release by or as a result of payment under such guarantee; (3) the designation of any Restricted Subsidiary that is a Guarantor as an Unrestricted Subsidiary in compliance with Section 4.07 hereof and the definition of “Unrestricted Subsidiary” hereunder; or (4) the exercise by the Issuer of its Legal Defeasance option or Covenant Defeasance option in accordance with Article 8 hereof or the Issuer’s obligations under this Indenture being discharged in accordance with the terms of this Indenture; provided that such Guarantor shall have delivered 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 have been complied with.

  • Release of Guaranties (a) Buyer shall use reasonable best efforts to cause Seller and its Affiliates (and Seller and its Affiliates shall use reasonable best efforts to cooperate fully with Buyer, including by providing any information, officer certificates, opinions, other customary release documentation or similar documentation reasonably necessary to put in place the arrangements pursuant to this Section 9.9(a)) to be fully and irrevocably released, as of the Closing Date or as promptly as practicable after the Closing Date, in respect of all obligations under any guaranties, letters of credit, letters of comfort, bid bonds or performance or surety bonds or cash or other collateral obtained or given by Seller or any of its Affiliates relating to the Acquired Companies or the Business (each a “Seller Guarantee” or collectively, the “Seller Guarantees”); provided, that any costs associated with obtaining such releases or consents of such counterparties thereto or otherwise replacing such Seller Guarantees shall be borne solely by Seller and its applicable Affiliate. If Buyer is unable to effect such a substitution and release with respect to any Seller Guarantee as of the Closing Date, Buyer shall indemnify Seller against any and all Losses and reasonable expenses arising from such Seller Guarantee. Without limiting the foregoing, after the Closing Date, Buyer will not, and will not permit any of its Affiliates, successors or assigns to, renew, extend, amend or supplement any Contract or otherwise extend the term of or increase any obligation that is covered by or the subject of a Seller Guarantee. Any cash or other collateral posted by Seller or its Affiliates (including the Acquired Companies) in respect of any Seller Guarantee shall be delivered to Seller promptly following such release. (b) Seller shall use reasonable best efforts to cause the Acquired Companies and Buyer (and Buyer and its Affiliates (including the Acquired Companies following the Closing) shall use reasonable best efforts to cooperate fully with Seller, including by providing any information, officer certificates, opinions, other customary release documentation or similar documentation reasonably necessary to put in place the arrangements pursuant to this Section 9.9(b)) to be fully and irrevocably released, as of the Closing Date or as promptly as practicable after the Closing Date, in respect of all obligations under any guaranties, letters of credit, letters of comfort, bid bonds or performance or surety bonds or cash or other collateral, obtained or given by the Acquired Companies or covering any Transferred Assets, that relate to the Seller Group, the Retained Business or any other businesses of the Seller Group (each a “Business Guarantee” or collectively, the “Business Guarantees”); provided, that any costs associated with obtaining such releases or consents of such counterparties thereto or otherwise replacing such Business Guarantees shall be borne solely by Seller or its applicable Affiliate. If Seller is unable to effect such a substitution and release with respect to any Business Guarantee as of the Closing Date, Seller shall indemnify Buyer against any and all Losses and reasonable expenses arising from such Business Guarantee. Without limiting the foregoing, after the Closing Date, Seller will not, and will not permit any of its Affiliates, successors or assigns to, renew, extend, amend or supplement any Contract or otherwise extend the term of or increase any obligation that is covered by or the subject of a Business Guarantee. Any cash or other collateral posted by Buyer or its Affiliates (including the Acquired Companies following the Closing) in respect of any Business Guarantee shall be delivered to Buyer promptly following such release.

  • Releases of Guarantees and Liens (a) Notwithstanding anything to the contrary contained herein or in any other Credit Document, the Collateral Agent is hereby irrevocably authorized by each Secured Party (without requirement of notice to or consent of any Secured Party except as expressly required by Section 13.01) to take, and shall 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 Credit Document or that has been consented to in accordance with Section 13.01 or (ii) under the circumstances described in paragraph (b) below. (b) At such time as (A) (i) the Loans and the other Obligations (other than Unasserted Contingent Obligations) shall have been paid in full and (ii) the Commitments have been terminated or (B) any item of Collateral (including, without limitation, as a result of a Disposition of a Subsidiary that owns Collateral) is subject to a Disposition permitted under this Agreement, such Collateral shall automatically be released from the Liens and security interests created by the Security Documents, and the Security Documents and, with respect to the happening of the event described in clauses (A)(i) and (ii), all obligations (other than those expressly stated to survive such termination) of the Collateral Agent and each Credit Party under the Security Documents shall terminate, all without delivery of any instrument or performance of any act by any Person. (c) Upon request by the Collateral Agent at any time, the Required Lenders will confirm in writing the Collateral Agent’s authority to release its interest in particular types or items of property, or to release any Guarantee Obligations pursuant to this Section 13.19. In each case as specified in this Section 13.19, the Collateral Agent will (and each Lender irrevocably authorizes the Collateral Agent to), at the Borrower’s expense, execute and deliver to the applicable Credit Party such documents as such Credit Party may reasonably request to evidence the release of such item of Collateral or Guarantee Obligation from the assignment and security interest granted under the Security Documents, in each case in accordance with the terms of the Credit Documents and this Section 13.19.

  • Release of Guarantee This Guarantee shall be released in accordance with Section 10.2 of the Indenture.

  • Release of Guaranty The Note Guaranty of each Guarantor will terminate upon: (i) a sale or other disposition (including by way of consolidation or merger) of the applicable Guarantor or the sale or disposition of all or substantially all the assets of such Guarantor (in each case other than to the Issuer or a Subsidiary) otherwise permitted by this Indenture; or (ii) defeasance or discharge of the Notes, as provided in Article 8, subject to those obligations of the applicable Guarantor that shall survive defeasance or discharge. Upon delivery by the Issuer to the Trustee of an Officer’s Certificate and an Opinion of Counsel to the foregoing effect, the Trustee will execute any documents reasonably requested by the Issuer in writing in order to evidence the release of the applicable Guarantor from its obligations under its Note Guaranty.