Release of Subsidiary Guarantee Clause Samples
The Release of Subsidiary Guarantee clause defines the conditions under which a subsidiary company is released from its obligation to guarantee a parent company's debt or other liabilities. Typically, this clause specifies certain events—such as repayment of the guaranteed debt, sale of the subsidiary, or satisfaction of financial covenants—that trigger the release. By clearly outlining when and how a subsidiary's guarantee obligations end, this clause helps manage risk and provides certainty to both the parent company and the subsidiary regarding their ongoing responsibilities.
Release of Subsidiary Guarantee. Any Subsidiary Guarantee executed pursuant to Section 4.09 of this Indenture (including, without limitation, any Subsidiary Guarantee of the Notes issued as of the Issue Date), shall be automatically and unconditionally released upon the release of the guarantee or the obligation that resulted in Section 4.09 of this Indenture becoming applicable (other than by reason of payment under such guarantee) without any action required on the part of the Trustee or any Holder of the Notes upon such Subsidiary Guarantor ceasing to guarantee or be an obligor with respect to the Revolving Credit Facility or a guarantor or obligor under any other Credit Facility Debt or Capital Markets Debt of the Company or any of the Subsidiary Guarantors. In addition, any Subsidiary Guarantee of this Indenture shall be automatically and unconditionally released upon: (i) upon the sale or other disposition (including by way of consolidation or merger), in one transaction or a series of related transactions, of a majority of the total voting power of the capital stock or other interests of such Subsidiary Guarantor (other than to the Company or any Affiliate of the Company); or (ii) upon the sale or disposition of all or substantially all the property of such Subsidiary Guarantor (other than to any Affiliate of the Company other than another Subsidiary Guarantor); provided, however, that, in each case, after giving effect to such transaction, such Subsidiary is no longer liable for any guarantee or other obligations in respect of any Credit Facility Debt or Capital Markets Debt of the Company or any of its Subsidiaries. Any Subsidiary Guarantee also will be released if the Company exercises its Legal Defeasance or its Covenant Defeasance option as set forth in Article Eight, or if the Company’s obligations under this Indenture are discharged as set forth in Section 8.08. The Company will give written notice as promptly as practicable to the Trustee of the automatic release of any Subsidiary Guarantee pursuant to this Section 10.04. At the Company’s request, the Trustee will execute and deliver any documents, instructions or instruments evidencing any such release.
Release of Subsidiary Guarantee. In the event of (i) a merger or consolidation to which a Guarantor is a party, then the Person formed by or surviving such merger or consolidation (if, after giving effect to such transaction, other than the Company or a Restricted Subsidiary of the Company) shall automatically be released and discharged from the obligations of such Guarantor under its Subsidiary Guarantee, (ii) a sale or other disposition (whether by merger, consolidation or otherwise) (A) of all of the Equity Interests or (B) substantially all of the assets of a Guarantor at the time owned by the Company and its Restricted Subsidiaries to any Person that, after giving effect to such transaction, is neither the Company nor a Restricted Subsidiary of the Company, then the Person to whom such Equity Interests or assets were sold and the Guarantor that is the subject of such sale or the surviving Person in such merger or consolidation shall automatically be released and discharged from the obligation of such Guarantor under its Subsidiary Guarantee, or (iii) the release and discharge of a Guarantor from all obligations under Guarantees of (x) Obligations under the Credit Agreement and (y) any other Indebtedness of the Company or any of its Restricted Subsidiaries, then in each such case such Guarantor shall be automatically released and discharged from its obligations under its Subsidiary Guarantee; provided that, in the case of each of clauses (i) and (ii) above, (a) the relevant transaction is in compliance with the terms of this Indenture, and (b) the Person being released and discharged shall have been released and discharged from all obligations it might otherwise have under Guarantees of Indebtedness of the Company or any of its Restricted Subsidiaries in an amount greater than $2.5 million and, in the case of each of clauses (i), (ii) and (iii) above, immediately after giving effect to such transaction, no Default or Event of Default shall exist. Upon any Guarantor ceasing to be a Guarantor pursuant to any provision of this Indenture, at the request of the Company which request shall be accompanied by an Officers’ Certificate and an Opinion of Counsel, each certifying that no Event of Default (or event or condition which with the giving of notice or the passage of time would become an Event of Default) exists and is continuing and that all conditions precedent herein provided relating to this Section 12.06 have been complied with, the Trustee shall execute and deliver an appropriate i...
Release of Subsidiary Guarantee. The Subsidiary Guarantee of a Subsidiary Guarantor will terminate:
(1) upon any sale or other disposition of all or substantially all of the properties or assets of such Subsidiary Guarantor (including by way of merger or consolidation) to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary, if the sale or other disposition does not violate Section 4.12;
(2) upon any sale or other disposition of the Capital Stock of such Subsidiary Guarantor to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary, if the sale or other disposition does not violate Section 4.12 and such Subsidiary Guarantor no longer qualifies as a Subsidiary of the Company as a result of such disposition;
(3) upon designation of such Subsidiary Guarantor as an Unrestricted Subsidiary, in accordance with Section 4.14;
(4) upon Legal Defeasance, Covenant Defeasance or satisfaction and discharge of the Indenture as provided pursuant to Sections 8.01, 8.02, 8.03 and 8.04; or
(5) upon the liquidation or dissolution of such Subsidiary Guarantor, provided no Default or Event of Default occurs as a result thereof or has occurred or is continuing. 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 Subsidiary Guarantor from its obligations under its Subsidiary Guarantee.
Release of Subsidiary Guarantee. Upon the sale or other disposition of all of the Capital Stock of a Subsidiary Guarantor to any Person (other than to an Affiliate of Company, unless such sale or other disposition is permitted under subclause 9.7(i)) permitted by this Agreement, or termination of the existence of a Subsidiary Guarantor in a transaction permitted by subclause 9.7(i), or to which Requisite Lenders have otherwise consented, for which a Loan Party desires to obtain a release of the Subsidiary Guarantor from the Subsidiary Guarantee, such Loan Party shall deliver an Officer’s Certificate:
(i) specifying the Capital Stock being sold or otherwise disposed of in the proposed transaction,
(ii) stating that the Capital Stock subject to such disposition is being sold or otherwise disposed of in compliance with the terms hereof, and
(iii) certifying that no Event of Default or Potential Event of Default exists; and upon the receipt of such Officer’s Certificate, Administrative Agent shall, at such Loan Party’s expense (so long as Administrative Agent does not have actual knowledge, without independent inquiry, that the facts stated in such Officer’s Certificate are not true and correct) execute and deliver a release of the Subsidiary Guarantor from the Subsidiary Guarantee, as may be reasonably requested by such Loan Party.
Release of Subsidiary Guarantee. Notwithstanding anything to the contrary in this Article Fifteen, in the event that any Secondary Subsidiary Guarantor shall no longer be a guarantor of or primary obligor under any Funded Indebtedness of the Company other than the Securities, and so long as no Event of Default shall have occurred or be continuing, such Secondary Subsidiary Guarantor, upon the Trustee's receipt of an Officers' Certificate to the foregoing effect, shall be deemed to be released from all of its obligations under this Indenture and the Subsidiary Guarantee of such Secondary Subsidiary Guarantor shall be of no further force or effect. Following the receipt by the Trustee of any such Officers' Certificate, the Company shall cause this Indenture to be amended as provided in Section 901 hereof; PROVIDED, HOWEVER, that the failure to so amend this Indenture shall not affect the validity of the termination of the Subsidiary Guarantee of such Secondary Subsidiary Guarantor.
Release of Subsidiary Guarantee. If all or substantially all of the assets of any Guarantor or all of the Capital Stock of any Guarantor is sold (including by consolidation, merger, issuance or otherwise) or disposed of (including by liquidation, dissolution or otherwise) by the Company or any of its Subsidiaries, or, unless the Company elects otherwise, if any Guarantor is designated an Unrestricted Subsidiary in accordance with Section 4.10, then such Guarantor (in the event of a sale or other disposition of all of the Capital Stock of such Guarantor or a designation as an Unrestricted Subsidiary) or the Person acquiring such assets (in the event of a sale or other disposition of all or substantially all of the assets of such Guarantor) shall be deemed automatically and unconditionally released and discharged from any of its obligations under this Indenture without any further action on the part of the Trustee or any Holder of the Notes; provided, in each case that such Guarantor is no longer a Guarantor of, or otherwise an obligor with respect to, any other Indebtedness of the Company. In addition, if a Restricted Subsidiary is no longer a Guarantor of, or otherwise an obligor with respect to, any other Indebtedness of the Company, such Guarantor shall be deemed automatically and unconditionally released and discharged from any of its obligations under this Indenture without any further action on the part of the Trustee or any Holder of the Notes as long as no Default or Event of Default has occurred and is continuing, or would occur as a consequence thereof.
Release of Subsidiary Guarantee. 94 SECTION 11.06
Release of Subsidiary Guarantee. The Subsidiary Guarantor shall be released from all of its obligations under the Subordinated Guarantee (x) in connection with the sale of the Subsidiary Guarantor (i) on an enforcement of the security under the Senior Credit Agreement by the Representative of the lenders thereunder or by any receiver or administrative receiver or (ii) at the request of the Representative of the lenders under the Senior Credit Agreement after an event of default under the Senior Credit Agreement, or (y) if the Subsidiary Guarantor merges, consolidates or amalgamates with, or transfers all or substantially all of its property or assets to, another entity and the surviving entity enters into a guarantee of the Notes in compliance with Article V hereof.
Release of Subsidiary Guarantee. (a) Any Restricted Subsidiary that becomes a Subsidiary Guarantor pursuant to Section 10.10 shall be automatically and unconditionally released and discharged from its obligations under its Subsidiary Guarantee, and such Subsidiary Guarantee shall terminate, concurrently with the payment in full of the aggregate principal amount of all Notes then outstanding and all other Senior Subordinated Note Obligations then due and owing. If any of such Senior Subordinated Note Obligations so paid are revived and reinstated after such termination of such Subsidiary Guarantee, then all of the obligations of such Subsidiary Guarantor under such Subsidiary Guarantee shall be revived and reinstated as if such Subsidiary Guarantee had not been terminated until such time as the aggregate principal amount 165 of all Notes then outstanding and all other Senior Subordinated Note Obligations then due and owing are paid in full, and such Subsidiary Guarantor shall enter into a supplemental indenture in form reasonably satisfactory to the Trustee, evidencing such revival and reinstatement. Upon any such payment, the Trustee shall execute any documents reasonably required in order to evidence such release, discharge and termination in respect of such Subsidiary Guarantee.
(b) Any Subsidiary Guarantor shall be automatically and unconditionally released and discharged from all of its obligations under its U.S. Subsidiary Guarantee or Foreign Subsidiary Guarantee, as applicable, and such Subsidiary Guarantee shall terminate, at any such time that such Subsidiary Guarantor is released from all of its obligations under all of its Guarantees in respect of U.S. Specified Indebtedness or Foreign Specified Indebtedness, as the case may be, unless such release results from payment under such Guarantee of U.S. Specified Indebtedness or Foreign Specified Indebtedness, as applicable. Upon the delivery by the Company to the Trustee of an Officers' Certificate and, if requested by the Trustee, an Opinion of Counsel to the effect that the transaction giving rise to such release of such Subsidiary Guarantee was made by the Company in accordance with the provisions of this Indenture and the Notes, the Trustee shall execute any documents reasonably required in order to evidence such release and discharge of such Subsidiary Guarantor from its obligations under and termination of its Subsidiary Guarantee.
(c) Upon (i) the sale or disposition (whether by merger, stock purchase, asset sale or otherwise...
Release of Subsidiary Guarantee. The Subsidiary Guarantee of a Subsidiary Guarantor shall be released in accordance with the provisions of Section 5.07 of the Indenture.