Release of Subsidiary Guarantees Sample Clauses
The Release of Subsidiary Guarantees clause defines the conditions under which a subsidiary company is released from its obligation to guarantee a parent company's debt or other financial commitments. Typically, this clause specifies certain events—such as repayment of the guaranteed debt, sale of the subsidiary, or satisfaction of specific financial covenants—that trigger the release. By outlining these circumstances, the clause provides clarity for both the parent and subsidiary regarding when the guarantee is no longer enforceable, thereby managing risk and ensuring that subsidiaries are not indefinitely bound to obligations that may no longer be relevant.
Release of Subsidiary Guarantees. Notwithstanding the provisions of Section 1302, Subsidiary Guarantees will be subject to termination and discharge under the circumstances described in this Section 1303: Any Subsidiary Guarantor will automatically and unconditionally be released from all obligations under its Subsidiary Guarantee, and such Subsidiary Guarantee shall thereupon terminate and be discharged and of no further force or effect, (i) concurrently with any sale or disposition (by merger or otherwise) of any Subsidiary Guarantor or any interest therein in accordance with the terms of this Indenture (including Section 411 and Section 501) by the Company or a Restricted Subsidiary, following which such Subsidiary Guarantor is no longer a Restricted Subsidiary of the Company, (ii) at any time that such Subsidiary Guarantor is released from all of its obligations under all of its Guarantees of payment by the Company of any Bank Indebtedness of the Company (other than by reason of payment under such Guarantees of Bank Indebtedness), (iii) upon the merger or consolidation of any Subsidiary Guarantor with and into the Company or another Subsidiary Guarantor that is the surviving Person in such merger or consolidation, (iv) concurrently with any Subsidiary Guarantor becoming an Unrestricted Subsidiary, (v) upon legal or covenant defeasance of the Company’s obligations, or satisfaction and discharge of this Indenture, or (vi) subject to Section 1302(b), upon payment in full of the aggregate principal amount of all Notes then Outstanding and all other Subsidiary Guaranteed Obligations then due and owing. In addition, the Company will have the right, upon 30 days’ notice to the Trustee, to cause any Subsidiary Guarantor that has not guaranteed payment by the Company of any Bank Indebtedness of the Company to be unconditionally released from all obligations under its Subsidiary Guarantee, and such Subsidiary Guarantee shall thereupon terminate and be discharged and of no further force or effect. Upon any such occurrence specified in this paragraph, the Trustee shall execute any documents reasonably required in order to evidence such release, discharge and termination in respect of such Subsidiary Guarantee. Upon any such occurrence specified in this Section 1303, the Trustee shall execute any documents reasonably required in order to evidence such release, discharge and termination in respect of the applicable Subsidiary Guarantee.
Release of Subsidiary Guarantees. A Subsidiary Guarantee by a Subsidiary Guarantor shall be automatically released:
(1) upon the sale or other disposition (including by way of consolidation or merger) of the Capital Stock of such Subsidiary Guarantor, as a result of which such Subsidiary Guarantor ceases to be a Subsidiary of the Company;
(2) at such time as such Subsidiary Guarantor no longer is a borrower under or Guarantees obligations under any Debt Facility of the Company or any Subsidiary Guarantor that resulted in the issuance of the Subsidiary Guarantee;
(3) upon the defeasance of the Notes, as provided under Section 8.01 hereof;
(4) upon the discharge of this Indenture, as provided under Section 11.01 hereof; or
(5) as described under Article IX hereof. In the event that any released Subsidiary Guarantor (in the case of clause (2) above) thereafter borrows money or Guarantees obligations under any Debt Facility of the Company or any Subsidiary Guarantor, such former Subsidiary Guarantor will again provide a Subsidiary Guarantee in accordance with Section 4.09 hereof.
Release of Subsidiary Guarantees. A Subsidiary Guarantor’s Guarantee (and any Subsidiary Guarantee provided pursuant to Section 4.15) shall be automatically and unconditionally released and the Subsidiary Guarantor that granted such Subsidiary Guarantee shall be automatically and unconditionally released from its obligations and liabilities thereunder and hereunder:
(a) upon any sale or disposition of (i) Capital Stock of a Subsidiary Guarantor following which such Subsidiary Guarantor is no longer a Restricted Subsidiary or, (ii) all or substantially all of the properties and assets of a Subsidiary Guarantor to a Person that is not (either before or after giving effect to such transaction) the Parent Guarantor or a Restricted Subsidiary that does not violate Section 4.09;
(b) in the event that all of the Capital Stock of such Subsidiary Guarantor is sold or otherwise disposed of pursuant to an enforcement of the security over the Capital Stock of such Subsidiary Guarantor in accordance with the terms of the Intercreditor Agreement and any Additional Intercreditor Agreement;
(c) upon the designation of such Subsidiary Guarantor as an Unrestricted Subsidiary;
(d) upon legal defeasance under Section 8.02, covenant defeasance under Section 8.03 or upon satisfaction and discharge under Section 8.05;
(e) in the circumstances set forth in Section 5.01(d); and
(f) as described in Article Nine. Each Subsidiary Guarantor agrees and each Holder by accepting a Note agrees, that the provisions of Section 10.03(b) are for the benefit of and enforceable by the Holders of Senior Debt of such Subsidiary Guarantor.
Release of Subsidiary Guarantees. If the Company exercises its legal defeasance option or its covenant defeasance option pursuant to this Article 6 and Article 8 of the Original Indenture, each Subsidiary Guarantor, if any, shall be released from all its obligations with respect to its Subsidiary Guarantee.
Release of Subsidiary Guarantees. The Lenders and the Swingline Lenders irrevocably authorize the Administrative Agent to, and the Administrative Agent hereby agrees with the Obligors that the Administrative Agent shall, release any Subsidiary Guarantor (other than (i) Linde GmbH so long as it guarantees any Specified Debt of the Company and (ii) Linde U.S.) from its obligations under the Guarantee of the Company Obligations upon the delivery by the Company of an Election to Terminate a Subsidiary Guarantee to the Administrative Agent. The delivery of an Election to Terminate a Subsidiary Guarantee shall not affect any obligation of a Subsidiary Borrower theretofore incurred pursuant to Article 2, the Company’s guaranty thereof pursuant to Article 10 or any other Subsidiary Guarantor’s guaranty pursuant to Article 10. The Administrative Agent shall promptly give notice to the Lenders of the receipt of any Election to Terminate a Subsidiary Guarantee.
Release of Subsidiary Guarantees. Concurrently with the defeasance of the Notes under Section 8.02 hereof, the Subsidiary Guarantors shall be released from all of their obligations under the Subsidiary Guarantees and this Article 10.
Release of Subsidiary Guarantees. Upon the sale or disposition of a Subsidiary Guarantor (or substantially all of its assets) pursuant to and in compliance with the terms of this Note and the Indenture, such Subsidiary Guarantor will be released from and relieved of its obligations under its Subsidiary Guarantee. Such release shall be conditional upon the delivery to the Holders of an Officers' Certificate and an Opinion of Counsel, each stating that such release of the Subsidiary Guarantee complies with the provisions of this Note and the Indenture and that all conditions precedent to such release of the Subsidiary Guarantee have been complied with.
Release of Subsidiary Guarantees. Administrative Agent and the Lenders hereby direct Administrative Agent to release, in the case of a sale, conveyance or other disposition of all of the Capital Stock of a Domestic Subsidiary owned by Company or any of its Subsidiaries to the extent such sale, conveyance, transfer, liquidation or other disposition is permitted hereby (or permitted pursuant to a waiver or consent of a transaction otherwise prohibited hereby), to release the affected Subsidiary from its Subsidiary Guaranty), provided, however, that Administrative Agent shall not be required to execute any such document on terms which, in its opinion, would expose it to liability or create any obligation or entail any consequence other than the release of such Subsidiary Guaranty.
Release of Subsidiary Guarantees. A Guarantee as to any Guarantor shall terminate and be of no further force or effect and such Guarantor shall be deemed to be released from all obligations under this Article Fourteen
(1) at such time as such Guarantor ceases to have outstanding or Guarantee any Specified Indebtedness;
(2) upon the Company’s exercise of its Defeasance option or Covenant Defeasance option in accordance with Article Thirteen or the Company’s obligations under this Indenture being discharged in accordance with the terms of this Indenture; or
(3) as specified in a supplemental indenture to this Indenture. The Guarantor shall deliver to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for in this Indenture relating to such release have been complied with. At the written request of the Company, the Trustee shall execute and deliver any documents reasonably required in order to evidence such release, discharge and termination in respect of the applicable Guarantee.
Release of Subsidiary Guarantees. The Subsidiary Guarantee of a Guarantor will be released, and any Person acquiring assets (including by way of merger or consolidation) or Capital Stock of a Guarantor shall not be required to assume the obligations of such Guarantor:
(A) in connection with any sale, transfer, lease, conveyance or disposition of all or substantially all of the property or assets of such 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 Subsidiary of the Company otherwise permitted by this Indenture;
(B) in connection with any sale of a majority of the Capital Stock of such Guarantor to a Person that is not (either before or after giving effect to such transaction) the Company or a Subsidiary of the Company otherwise permitted by this Indenture; or
(C) if the Company’s obligations under this Indenture and the Securities are discharged in accordance with the terms thereof. 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 requested in order to evidence the release of the Guarantor from its obligations under its Subsidiary Guarantee.