Common use of Release of Guaranty Clause in Contracts

Release of Guaranty. The Note Guaranty of a Guarantor will terminate upon: (a) a sale or other disposition (including by way of consolidation, amalgamation or merger) of the Guarantor or the sale or disposition of all or substantially all the assets of the Guarantor (in each case other than to the Company or a Restricted Subsidiary) otherwise permitted by the Indenture; (b) if the Note Guaranty was required pursuant to the terms of the Indenture, including pursuant to Section 4.11 the cessation of the circumstances requiring the Note Guaranty; (c) the designation of the Guarantor as an Unrestricted Subsidiary in accordance with the Indenture; or (d) defeasance or discharge of the Notes, as provided in Article 8. Upon delivery by the Company to the Trustee of an Officers’ Certificate and an Opinion of Counsel to the foregoing effect, the Trustee will execute any documents reasonably required in order to evidence the release of the Guarantor from its obligations under its Note Guaranty.

Appears in 2 contracts

Sources: Indenture (GeoPark LTD), Indenture (GeoPark Holdings LTD)

Release of Guaranty. The Note Guaranty of a Guarantor will terminate upon: (a1) a sale or other disposition (including by way of consolidation, amalgamation consolidation or merger) of the Guarantor or the sale or disposition of all or substantially all the assets of the Guarantor (in each case other than to the Company or a Restricted Subsidiary) otherwise permitted by the Indenture;, (b2) if the Note Guaranty was required pursuant to the terms of the Indenture, including pursuant to Section 4.11 the cessation of the circumstances requiring the Note Guaranty;, (c3) the designation in accordance with the Indenture of the Guarantor as an Unrestricted Subsidiary in accordance with the Indenture; Subsidiary, or (d4) defeasance or discharge of the Notes, as provided in Article 88 . Upon delivery by the Company to the Trustee of an Officers' Certificate and an Opinion of Counsel to the foregoing effect, the Trustee will execute any documents reasonably required in order to evidence the release of the Guarantor from its obligations under its Note Guaranty.

Appears in 2 contracts

Sources: Indenture (Vitro Sa De Cv), Indenture (Vitro Sa De Cv)

Release of Guaranty. The Note Guaranty of a Guarantor will terminate upon: (a1) a sale or other disposition (including by way of consolidation, amalgamation consolidation or merger) of the Guarantor or the sale or disposition of all or substantially all the assets of the Guarantor (in each case other than to the Company or a Restricted Subsidiary) otherwise permitted by the Indenture;, (b2) if the Note Guaranty was required pursuant to the terms release or discharge of the Indenture, including pursuant to Section 4.11 the cessation Guarantee by such Restricted Subsidiary of all Debt of the circumstances requiring Company under the Note Guaranty;Credit Agreement, except a discharge or release by or as a result of payment under such Guarantee, (c3) the designation in accordance with the Indenture of the Guarantor as an Unrestricted Subsidiary in accordance with the Indenture; Subsidiary, or (d4) defeasance or discharge of the Notes, as provided in Article 8. Upon delivery by the Company to the Trustee of an Officers' Certificate and an Opinion of Counsel to the foregoing effect, the Trustee will execute any documents reasonably required in order to evidence the release of the Guarantor from its obligations under its Note Guaranty.

Appears in 1 contract

Sources: Indenture (Chesapeake Corp /Va/)

Release of Guaranty. The Note Guaranty of a Guarantor will terminate upon: (a) a sale or other disposition (including by way of consolidation, amalgamation or merger) of the Guarantor or the sale or disposition of all or substantially all the assets of the Guarantor (in each case other than to the Company Issuer or a Restricted Subsidiary) otherwise permitted by the this Indenture; (b) if the Note Guaranty was required pursuant to the terms of the this Indenture, including pursuant to Section 4.11 the cessation of the circumstances requiring the Note Guaranty; (c) the designation of the Guarantor as an Unrestricted Subsidiary in accordance with the this Indenture; or (d) defeasance or discharge of the Notes, as provided in Article 8. Upon delivery by the Company Issuer to the Trustee of an Officers’ Certificate and an Opinion of Counsel to the foregoing effect, the Trustee will execute any documents reasonably required in order to evidence the release of the Guarantor from its obligations under its Note Guaranty.

Appears in 1 contract

Sources: Indenture (GeoPark LTD)

Release of Guaranty. The Note Guaranty of a Guarantor will terminate upon: (a1) a sale or other disposition (including by way of consolidation, amalgamation consolidation or merger) of the Guarantor or the sale or disposition of all or substantially all the assets of the Guarantor (in each case other than to the Company or a Restricted Subsidiary) otherwise permitted by the this Indenture;, (b2) if the Note Guaranty was required pursuant to the terms of the this Indenture, including pursuant to Section 4.11 the cessation of the circumstances requiring the Note Guaranty;, (c3) the designation in accordance with this Indenture of the Guarantor as an Unrestricted Subsidiary in accordance with the Indenture; Subsidiary, or (d4) defeasance or discharge of the Notes, as provided in Article 8“Defeasance and Discharge”. Upon delivery by the Company to the Trustee of an Officers’ Officer’s Certificate and an Opinion of Counsel to the foregoing effect, the Trustee will execute any documents reasonably required in order to evidence the release of the Guarantor from its obligations under its Note Guaranty.

Appears in 1 contract

Sources: Indenture (Kennedy-Wilson Holdings, Inc.)

Release of Guaranty. The Note Guaranty of a Guarantor will terminate upon: (a1) a sale or other disposition (including by way of consolidation, amalgamation consolidation or merger) of the Guarantor or the sale or disposition of all or substantially all the assets Property of the Guarantor (in each case other than to the Company or a Restricted Subsidiary) otherwise permitted by in a transaction that at the date thereof does not violate this Indenture; (b2) if the Note Guaranty was required pursuant to the terms release of such Guarantor’s borrowings or guarantee of the Indenture, including pursuant to Section 4.11 obligations under the cessation of the circumstances requiring the Note GuarantyCredit Agreement other than a discharge through payment thereon; (c3) the designation in accordance with the Indenture of the Guarantor as an Unrestricted Subsidiary in accordance with the Indenture; orSubsidiary; (d4) defeasance or discharge of the Notes, as provided in Article 8; or (5) the liquidation or dissolution of that Guarantor in accordance with this Indenture. Upon delivery by the Company to the Trustee of an Officers’ Certificate and an Opinion of Counsel to the foregoing effect, the Trustee will execute any documents reasonably required in order to evidence the release of the Guarantor from its obligations under its Note Guaranty.

Appears in 1 contract

Sources: Indenture (Tempur Sealy International, Inc.)

Release of Guaranty. The Note Guaranty of a Guarantor will terminate upon: (a1) a sale or other disposition (including by way of consolidation, amalgamation consolidation or merger) of Capital Stock of the Guarantor if, as a result of such disposition, such Guarantor ceases to be a Subsidiary or the sale or disposition of all or substantially all the assets of the Guarantor (in each case other than to the Company or a Restricted Subsidiary) otherwise permitted by the Indenture;, (b2) if the Note Guaranty was required pursuant to the terms release of the IndentureGuarantee by such Guarantor of Debt under the Credit Agreement, including pursuant to Section 4.11 the cessation of the circumstances requiring the Note Guaranty;other than a discharge through payment thereon, (c3) the designation in accordance with the Indenture of the Guarantor as an Unrestricted Subsidiary in accordance with the Indenture; Subsidiary, or (d4) defeasance or discharge of the Notes, as provided in Article 8. Upon delivery by the Company to the Trustee of an Officers’ Certificate and an Opinion of Counsel to the foregoing effect, the Trustee will execute any documents reasonably required in order to evidence the release of the Guarantor from its obligations under its Note Guaranty.

Appears in 1 contract

Sources: Indenture (Huntington Ingalls Industries, Inc.)