Releases of Subsidiary Guarantors. (a) A Subsidiary Guarantor shall automatically be released from its obligations under the Subsidiary Guaranty upon the consummation of any transaction permitted by this Agreement as a result of which such Subsidiary Guarantor ceases to be a Subsidiary; provided that, if so required by this Agreement, the Required Lenders shall have consented to such transaction and the terms of such consent shall not have provided otherwise. In connection with any termination or release pursuant to this Section (including pursuant to clause (b) or (c) below), the Administrative Agent shall (and is hereby irrevocably authorized by each Lender to) execute and deliver to any Loan Party, at such Loan Party’s expense, all documents that such Loan Party shall reasonably request to evidence such termination or release. Any execution and delivery of documents pursuant to this Section shall be without recourse to or warranty by the Administrative Agent. (b) Further, the Administrative Agent may (and is hereby irrevocably authorized by each Lender to), upon the request of the Company, release any Subsidiary Guarantor from its obligations under the Subsidiary Guaranty if (i) such Subsidiary Guarantor is no longer a Material Domestic Subsidiary or (ii) such release is approved, authorized, or ratified by the requisite Lenders pursuant to Section 9.02. (c) At such time as the principal and interest on the Loans, all LC Disbursements, the fees, expenses and other amounts payable under the Loan Documents and the other Obligations (other than (i) contingent indemnification or reimbursement Obligations expressly stated to survive such payment and termination and (ii) any Specified Ancillary Obligations or other obligations under any Swap Agreement or any Banking Services Agreement) shall have been paid in full in cash, the Commitments shall have been terminated and no Letters of Credit shall be outstanding (or any outstanding Letters of Credit shall have been cash collateralized or backstopped pursuant to arrangements reasonably satisfactory to the Administrative Agent) (the foregoing, collectively, the “Final Release Conditions”), the Subsidiary Guaranty and the Company’s Guarantee pursuant to Article X and all obligations (other than those expressly stated to survive such termination) of each Subsidiary Guarantor and the Company thereunder shall automatically terminate, all without delivery of any instrument or performance of any act by any Person. (d) Upon request by the Administrative Agent at any time, the Lenders will confirm in writing the Administrative Agent’s authority to release any particular Subsidiary Guaranty pursuant hereto.
Appears in 2 contracts
Sources: Credit Agreement (EDGEWELL PERSONAL CARE Co), Credit Agreement (EDGEWELL PERSONAL CARE Co)
Releases of Subsidiary Guarantors. (a) A In the event of a sale or other disposition of all of the Capital Stock of any Subsidiary Guarantor shall automatically be released from its obligations under the Subsidiary Guaranty upon the consummation (including by way of any transaction permitted by this Agreement as a result of which such Subsidiary Guarantor ceases consolidation, merger or amalgamation), to be a Subsidiary; provided that, if so required by this Agreement, the Required Lenders shall have consented one or more Persons that are not (either before or after giving effect to such transaction and transaction) the terms of such consent shall not have provided otherwise. In connection with any termination Company or release pursuant to this Section (including pursuant to clause (b) or (c) below), the Administrative Agent shall (and is hereby irrevocably authorized by each Lender to) execute and deliver to any Loan Party, at such Loan Party’s expense, all documents that such Loan Party shall reasonably request to evidence such termination or release. Any execution and delivery of documents pursuant to this Section shall be without recourse to or warranty by the Administrative Agent.
(b) Further, the Administrative Agent may (and is hereby irrevocably authorized by each Lender to), upon the request Restricted Subsidiaries of the Company, and such disposition complies with Sections 4.12 and 5.01 hereof, then the Subsidiary Guarantor being sold will be released from all of its obligations under its Subsidiary Guarantee and this Indenture. In addition, if (i) a Subsidiary Guarantor is designated as an Unrestricted Subsidiary in accordance with the provisions of Section 4.17 hereof, (ii) if the Company exercises its legal defeasance option or its covenant defeasance option pursuant to Article 8 hereof or if the obligations of the Company under this Indenture are discharged in accordance with the terms hereof or (iii) upon the release or discharge of all guarantees by such Subsidiary Guarantor of Indebtedness of the Company or a Subsidiary Guarantor under syndicated Credit Facilities and Capital Markets Indebtedness, then in each such case the designated Subsidiary Guarantor shall be released and relieved of any obligations under its Subsidiary Guarantee and this Indenture. Upon delivery by the Company to the Trustee of an Officers’ Certificate and an Opinion of Counsel to the effect that such sale or other disposition, designation, release or discharge was made by the Company in accordance with the provisions of this Indenture, including without limitation Section 4.12 hereof, the Trustee shall execute any documents reasonably required in order to evidence the release of any Subsidiary Guarantor from its obligations under the its Subsidiary Guaranty if (i) such Guarantee. Any Subsidiary Guarantor is no longer a Material Domestic not released from its obligations under its Subsidiary or (ii) such release is approved, authorized, or ratified by Guarantee shall remain liable for the requisite Lenders pursuant to Section 9.02.
(c) At such time as the full amount of principal of and interest on the Loans, all LC Disbursements, the fees, expenses Notes and other amounts payable under the Loan Documents and for the other Obligations (other than (i) contingent indemnification or reimbursement Obligations expressly stated to survive such payment and termination and (ii) obligations of any Specified Ancillary Obligations or other obligations under any Swap Agreement or any Banking Services Agreement) shall have been paid in full in cash, the Commitments shall have been terminated and no Letters of Credit shall be outstanding (or any outstanding Letters of Credit shall have been cash collateralized or backstopped pursuant to arrangements reasonably satisfactory to the Administrative Agent) (the foregoing, collectively, the “Final Release Conditions”), the Subsidiary Guaranty and the Company’s Guarantee pursuant to Article X and all obligations (other than those expressly stated to survive such termination) of each Subsidiary Guarantor and the Company thereunder shall automatically terminate, all without delivery of any instrument or performance of any act by any Personunder this Indenture.
(d) Upon request by the Administrative Agent at any time, the Lenders will confirm in writing the Administrative Agent’s authority to release any particular Subsidiary Guaranty pursuant hereto.
Appears in 2 contracts
Sources: Indenture (Videotron Ltee), Indenture (Quebecor Media Inc)
Releases of Subsidiary Guarantors. (a) A Subsidiary Guarantor shall automatically be released from its obligations under the Subsidiary Guaranty upon the consummation of any transaction permitted by this Agreement as a result of which such Subsidiary Guarantor ceases to be a Subsidiary; provided that, if so required by this Agreement, the Required Lenders shall have consented to such transaction and the terms of such consent shall not have provided otherwise. In connection with any termination or release pursuant to this Section (including pursuant to clause (b) or (c) below), the Administrative Agent shall (and is hereby irrevocably authorized by each Lender to) execute and deliver to any Loan Party, at such Loan Party’s expense, all documents that such Loan Party shall reasonably request to evidence such termination or release. Any execution and delivery of documents pursuant to this Section shall be without recourse to or warranty by the Administrative Agent except with respect to any customary further assurances that are expressly agreed to in writing by the Administrative Agent.
(b) Further, the Administrative Agent may (and is hereby irrevocably authorized by each Lender to), upon the request of the Company, release any Subsidiary Guarantor from its obligations under the Subsidiary Guaranty if (i) such Subsidiary Guarantor is no longer a Material Domestic Subsidiary, becomes an Excluded Subsidiary or is otherwise not required pursuant to this terms of this Agreement to provide a Subsidiary Guaranty or (ii) such release is approved, authorized, authorized or ratified by the requisite Lenders pursuant to Section 9.02.
(c) At such time as the principal and interest on the Loans, all LC Disbursements, the fees, expenses and other amounts payable under the Loan Documents and the other Obligations (other than (i) contingent indemnification or reimbursement Obligations expressly stated to survive such payment and termination and (ii) excluding, for the avoidance of doubt, any Specified Ancillary Obligations or other obligations under any Swap Agreement or any Banking Services Agreement) then due and payable shall have been paid in full in cash, the Commitments shall have been terminated and no Letters of Credit shall be outstanding (or any outstanding Letters of Credit shall have been cash collateralized or backstopped pursuant to arrangements reasonably satisfactory to the Administrative Agent) (the foregoing, collectively, the “Final Release Conditions”), the Subsidiary Guaranty and the Company’s Guarantee pursuant to Article X and all obligations (other than those expressly stated to survive such termination) of each Subsidiary Guarantor and the Company thereunder shall automatically terminate, all without delivery of any instrument or performance of any act by any Person.
(d) Upon request by the Administrative Agent at any time, the Lenders will confirm in writing the Administrative Agent’s authority to release any particular Subsidiary Guaranty pursuant hereto.
Appears in 1 contract
Releases of Subsidiary Guarantors. (a) A Subsidiary Guarantor shall automatically be released from its obligations under the Subsidiary Guaranty Guaranty, and any Equity Interests of such Subsidiary Guarantor which have been pledged as Collateral shall be released, upon the consummation of any transaction permitted by this Agreement as a result of which such Subsidiary Guarantor ceases to be a Subsidiary; provided that, if so consent of the Required Lenders is expressly required by this Agreement, the Required Lenders shall have consented to such transaction and the terms of such consent shall not have provided otherwise. In connection with any termination or release pursuant to this Section (including pursuant to clause (b) or (c) below)Section, the Administrative Agent shall (and is hereby irrevocably authorized by each Lender to) execute and deliver to any Loan Party, at such Loan Party’s expense, all documents that such Loan Party shall reasonably request to evidence such termination or release. Any execution and delivery of documents pursuant to this Section shall be without recourse to or warranty by the Administrative Agent.
(b) Further, the Administrative Agent may (and is hereby irrevocably authorized by each Lender to), upon the request of the Company, release any Subsidiary Guarantor from its obligations under the Subsidiary Guaranty and release its Liens on any Equity Interests of such Subsidiary Guarantor which have been pledged as Collateral if (i) such Subsidiary Guarantor is no longer a Material Domestic Subsidiary or (ii) such release is approved, authorized, or ratified by no longer required to be a Subsidiary Guarantor in order to meet the requisite Lenders pursuant to criteria set forth in Section 9.025.09(c).
(c) At such time as the principal and interest on the Loans, all LC Disbursements, the fees, expenses and other amounts payable under the Loan Documents and the other Secured Obligations (other than (i) contingent indemnification or reimbursement the Unliquidated Obligations, Swap Obligations, and other Obligations expressly stated to survive such payment and termination and (ii) any Specified Ancillary Obligations or other obligations under any Swap Agreement or any Banking Services Agreementtermination) shall have been paid in full in cashfull, the Commitments shall have been terminated and no Letters of Credit shall be outstanding (or any outstanding Letters of Credit shall have been cash collateralized or backstopped pursuant to arrangements reasonably satisfactory to the Administrative Agent) (the foregoing, collectively, the “Final Release Conditions”)outstanding, the Subsidiary Guaranty and the Company’s Guarantee pursuant to Article X and all obligations (other than those expressly stated to survive such termination) of each Subsidiary Guarantor and the Company thereunder shall automatically terminate, all without delivery of any instrument or performance of any act by any Person.
(d) Upon request by the Administrative Agent at any time, the Lenders will confirm in writing the Administrative Agent’s authority to release any particular Subsidiary Guaranty pursuant hereto.
Appears in 1 contract
Sources: Credit Agreement (Belden Inc.)
Releases of Subsidiary Guarantors. (a) A Subject to the terms of the Intercreditor Agreement, a Subsidiary Guarantor shall automatically be released from its obligations under the Subsidiary Guaranty upon the consummation of any transaction permitted by this Agreement (including by virtue of any amendment, waiver or consent in accordance with this Agreement) as a result of which such Subsidiary Guarantor ceases to be a Subsidiary; provided that, if so required by this Agreement, the Required Lenders Holders shall have consented to such transaction and the terms of such consent shall not have provided otherwise. In connection with any termination or release pursuant to this Section (including pursuant to clause (b) or (c) belowa), the Administrative Agent holders of the Notes shall (and is hereby irrevocably authorized by each Lender to) execute and deliver to any Loan Partythe applicable Subsidiary Guarantor, at such Loan PartySubsidiary Guarantor’s expense, all documents that such Loan Party Subsidiary Guarantor shall reasonably request to evidence such termination or release. Any execution and delivery of documents pursuant to this Section shall be without recourse to or warranty by the Administrative Agentholders of the Notes.
(b) FurtherSubject to the terms of the Intercreditor Agreement and so long as no Default or Event of Default has occurred and is continuing or would result therefrom, the Administrative Agent may (and is hereby irrevocably authorized by each Lender to)holders of the Notes shall, promptly upon the request of the Company, release any Subsidiary Guarantor from its obligations under the Subsidiary Guaranty if (i) such Subsidiary Guarantor is no longer obligated to be a Material Subsidiary Guarantor pursuant to Section 9.8 hereof; provided, however, that in no event shall any Subsidiary Guarantor be released pursuant to this Section 22.10(b) unless and until such Subsidiary Guarantor is not any of the following (including as the result of any substantially contemporaneous release of such Subsidiary Guarantor as such): (i) a guarantor (whether directly or indirectly) in respect of obligations of the Company or any Domestic Subsidiary under the Credit Agreement or any other Loan Document (as defined in the Credit Agreement) or (ii) such release is approvedliable as a borrower, authorizedco-borrower or other obligor under the Credit Agreement or any other Loan Document (as defined in the Credit Agreement) (other than (x) as a Foreign Subsidiary Borrower solely with respect to its direct obligations, (y) as an obligor solely with respect to its direct obligations under a Rate Management Transaction (as defined in the Credit Agreement) or ratified by (z) as a Foreign Subsidiary pledging collateral under a Collateral Document (as defined in the requisite Lenders pursuant Credit Agreement) solely to Section 9.02secure the obligations of one or more Foreign Subsidiaries).
(c) At Subject to the terms of the Intercreditor Agreement and subject to any reinstatement provision contained in the applicable Subsidiary Guaranty, at such time as the principal and interest on the Loans, Notes and all LC Disbursements, the fees, expenses and other amounts payable under the Loan Transaction Documents and the other Obligations (in each case, other than (i) contingent indemnification or reimbursement Obligations obligations expressly stated to survive such payment and termination and (ii) any Specified Ancillary Obligations or other obligations under any Swap Agreement or any Banking Services Agreementpayment) shall have been paid in full in cash, the Commitments shall have been terminated and no Letters of Credit shall be outstanding (or any outstanding Letters of Credit shall have been cash collateralized or backstopped pursuant to arrangements reasonably satisfactory to the Administrative Agent) (the foregoing, collectively, the “Final Release Conditions”), the Subsidiary Guaranty and the Company’s Guarantee pursuant to Article X and all obligations (other than those expressly stated to survive such termination) of each Subsidiary Guarantor and the Company thereunder shall automatically terminate, all without delivery of any instrument or performance of any act by any Person.
(d) Upon request Subject to the terms of the Intercreditor Agreement, upon any sale or disposition by any Bank Borrower or Subsidiary Guarantor (other than to any Bank Borrower or Subsidiary Guarantor) of any Collateral in a transaction permitted under this Agreement (including by virtue of any merger or consolidation permitted under this Agreement) the security interests in such Collateral created by the Administrative Agent at Collateral Documents shall be automatically released. In connection with any timesuch termination or release pursuant to this Section, the Lenders holders of the Notes shall execute and deliver to the applicable Bank Borrower or Subsidiary Guarantor, at such Bank Borrower’s or Subsidiary Guarantor’s expense, all documents that such Bank Borrower or Subsidiary Guarantor shall reasonably request to evidence such termination or release; provided, however, that (i) the holders of the Notes shall not be required to execute any such document on terms which, in any holder’s reasonable opinion, would expose such holder to liability or create any obligation or entail any consequence other than the release of such Liens without recourse or warranty, and (ii) such release shall not in any manner discharge, affect or impair the Secured Obligations or any Liens upon (or obligations of the Company or any Subsidiary in respect of) all interests retained by the Company or any Subsidiary, including (without limitation) the proceeds of such sale or disposition, all of which shall continue to constitute part of the Collateral. Any execution and delivery of documents pursuant to this Section shall be without recourse to or warranty by the holders of the Notes.
(e) The Company agrees that it will confirm not, nor will it permit any Subsidiary or Affiliate to, directly or indirectly, pay or cause to be paid any consideration or remuneration, whether by way of supplemental or additional interest, fee or otherwise, to any creditor of the Company or of any Subsidiary as consideration for or as an inducement to entering into by any such creditor of any release, discharge or termination set forth in writing clauses (a) through (d) of this Section 22.10 unless a proportionate amount of such consideration or remuneration (in addition to the Administrative Agent’s authority consideration or remuneration paid to release any particular such other creditors) is concurrently paid, on the same terms, to the holders of the Notes; provided, however that, for the avoidance of doubt, customary fees paid to one or more lenders and/or their affiliates in connection with a Permitted Refinancing shall not be considered consideration or remuneration under this clause (e).
(f) Effective as of the Effective Date, the parties hereto agree that (i) each of the Subsidiary Guarantors (as defined in the Existing Note Agreement) is hereby released from its obligations under the Subsidiary Guaranty pursuant hereto.(as defined in the Existing Note Agreement) and (ii) the Subsidiary Guaranty (as defined in the Existing Note Agreement) is hereby terminated and of no further force or effect (other than any provisions thereof which expressly survive termination in accordance with the terms thereof). When this Agreement is executed and delivered by the Company, Prudential, the Existing Holders and the Initial Purchasers, it shall become a binding agreement between the Company, on one hand, and Prudential, each Existing Holder and each Initial Purchaser, on the other hand. This Agreement shall also inure to the benefit of each Purchaser which shall have executed and delivered a Confirmation of Acceptance and each such Purchaser shall be bound by this Agreement to the extent provided in such Confirmation of Acceptance. Very truly yours, Modine Manufacturing Company By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Title: Vice President, Finance and Chief Financial Officer This Agreement is hereby accepted and agreed to as of the date thereof. By: /s/▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ Vice President By: /s/▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ Vice President By: PGIM, Inc. (as Investment Manager) By: /s/▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ Vice President By: /s/▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ Assistant Vice President
Appears in 1 contract
Sources: Amended and Restated Note Purchase and Private Shelf Agreement (Modine Manufacturing Co)
Releases of Subsidiary Guarantors. (a) A Subsidiary Guarantor shall automatically be released from its obligations under Loan Documents, and all security interests created by the Collateral Documents in Collateral owned by such Subsidiary Guaranty Guarantor shall be automatically released upon the consummation of any transaction permitted by this Agreement as a result of which such Subsidiary Guarantor ceases to be a Subsidiary; provided that, if so required by this Agreement, the Required Lenders shall have consented to such transaction and the terms of such consent shall not have provided otherwise. Upon any sale or other disposition (other than any lease or license) by any Loan Party (other than to the Borrower or any Subsidiary) of any Collateral in a transaction permitted under this Agreement, or upon the effectiveness of any written consent to the release of the security interest created under any Collateral Document in any Collateral pursuant to Section 9.02, the security interests in such Collateral created by the Collateral Documents shall be automatically released. In connection with any termination or release pursuant to this Section (including pursuant to clause (b) or (c) below), the Administrative Agent shall (and is hereby irrevocably authorized by each Lender to) execute and deliver to any Loan Party, at such Loan Party’s expense, all documents that such Loan Party shall reasonably request to evidence such termination or release. Any execution and delivery of documents pursuant to this Section shall be without recourse to or warranty by the Administrative AgentAgent except as may otherwise be expressly agreed in writing by the Administrative Agent and such Loan Party.
(b) Further, the Administrative Agent may (and is hereby irrevocably authorized by each Lender to), upon the request of the CompanyBorrower, release any Subsidiary Guarantor from its obligations under the Subsidiary Guaranty if (i) such Subsidiary Guarantor becomes an Excluded Subsidiary or is no longer otherwise not required pursuant to the terms of this Agreement to provide a Material Domestic Subsidiary Guaranty (other than as a result of becoming a non-Wholly Owned Subsidiary) or (ii) such release is approved, authorized, authorized or ratified by the requisite Lenders pursuant to Section 9.02.
(c) At such time as Upon the principal and interest on occurrence of the Loans, all LC Disbursements, the fees, expenses and other amounts payable under the Loan Documents and the other Obligations (other than (i) contingent indemnification or reimbursement Obligations expressly stated to survive such payment and termination and (ii) any Specified Ancillary Obligations or other obligations under any Swap Agreement or any Banking Services Agreement) shall have been paid in full in cash, the Commitments shall have been terminated and no Letters of Credit shall be outstanding (or any outstanding Letters of Credit shall have been cash collateralized or backstopped pursuant to arrangements reasonably satisfactory to the Administrative Agent) (the foregoing, collectively, the “Final Release Conditions”)Termination Date, the Subsidiary Guaranty and the Company’s Guarantee pursuant to Article X and all obligations (other than those expressly stated to survive such termination) of each Subsidiary Guarantor thereunder, and all security interests created by the Company thereunder shall Collateral Documents in Collateral and all obligations (other than those expressly stated to survive such termination) of each Loan Party, shall, in each case, automatically terminate, all without delivery of any instrument or performance of any act by any Person.
(d) Upon request by the Administrative Agent at any time, the Lenders will confirm in writing the Administrative Agent’s authority to release any particular Subsidiary Guaranty pursuant hereto.
Appears in 1 contract
Releases of Subsidiary Guarantors. (a) A Subsidiary Guarantor shall automatically be released from its obligations under the Subsidiary Guaranty Loan Documents upon the consummation of any transaction permitted by this Agreement as a result of which such Subsidiary Guarantor ceases to be a Subsidiary; provided that, if so required by this Agreement, the Required Lenders shall have consented to such transaction and the terms of such consent shall not have provided otherwise. Upon any sale or other disposition (other than any lease or license) by any Loan Party (other than to the Borrower or any Subsidiary) of any Collateral in a transaction permitted under this Agreement, or upon the effectiveness of any written consent to the release of the security interest created under any Collateral Document in any Collateral pursuant to Section 9.02, the security interests in such Collateral created by the Collateral Documents shall be automatically released. In connection with any termination or release pursuant to this Section (including pursuant to clause (b) or (c) below), the Administrative Agent shall (and is hereby irrevocably authorized by each Lender to) execute and deliver to any Loan Party, at such Loan Party’s expense, all documents that such Loan Party shall reasonably request to evidence such termination or releaserelease and deliver to the Borrower any portion of such Collateral so released that is in possession of the Administrative Agent. Any execution and delivery of documents pursuant to this Section shall be without recourse to or warranty by the Administrative AgentAgent except as may otherwise be expressly agreed in writing by the Administrative Agent and such Loan Party.
(b) Further, the Administrative Agent may shall (and is hereby irrevocably authorized by each Lender to), upon the request of the CompanyBorrower, release any Subsidiary Guarantor from its obligations under the Subsidiary Guaranty if (i) such Subsidiary Guarantor is no longer a Material Domestic Subsidiary, becomes an Excluded Subsidiary or is otherwise not required pursuant to the terms of this Agreement to be a Subsidiary Guarantor; provided that, in the event less than 100% of the Equity Interests in such Subsidiary is sold, disposed of or otherwise transferred and such entity remains a Subsidiary, release under this Section 9.14(b) shall only be given effect if (x) such sale, disposition or transfer has been consummated for a bona fide business purpose and (y) the applicable transferee shall not be an Affiliate of the Borrower or (ii) such release is approved, authorized, authorized or ratified by the requisite Lenders pursuant to Section 9.02.
(c) At such time as the principal and interest on the Loans, all LC Disbursements, the fees, expenses and other amounts payable under the Loan Documents and the other Secured Obligations (other than (i) contingent indemnification or reimbursement Swap Obligations not yet due and payable, Banking Services Obligations not yet due and payable, Unliquidated Obligations for which no claim has been made and other Obligations expressly stated to survive such payment and termination and (ii) any Specified Ancillary Obligations or other obligations under any Swap Agreement or any Banking Services Agreementtermination) shall have been paid in full in cash, the Commitments shall have been terminated and no Letters of Credit shall be outstanding (or any outstanding Letters of Credit shall have been cash collateralized or otherwise backstopped pursuant to arrangements reasonably in a manner satisfactory to the Administrative Agent) Agent (the foregoing, collectively, the “Final Release Conditions”), the Subsidiary Guaranty and the Company’s Guarantee pursuant to Article X and all obligations (other than those expressly stated to survive such termination) of each Subsidiary Guarantor and the Company thereunder shall automatically terminate, all without delivery of any instrument or performance of any act by any Person.
(d) Upon request by the Administrative Agent at any time, the Lenders will confirm in writing the Administrative Agent’s authority to release any particular Subsidiary Guaranty pursuant hereto.
Appears in 1 contract
Releases of Subsidiary Guarantors. (a) A Subsidiary Guarantor shall automatically be released from its obligations under the Subsidiary Guaranty upon the consummation of any transaction permitted by this Agreement as a result of which such Subsidiary Guarantor ceases to be a Subsidiary; provided that, if so required by this Agreement, the Required Lenders shall have consented to such transaction and the terms of such consent shall not have provided otherwise. Upon any sale or other disposition (other than any lease or license) by any Loan Party (other than to the Borrower or any Subsidiary) of any Collateral in a transaction permitted under this Agreement, or upon the effectiveness of any written consent to the release of the security interest created under any Collateral Document in any Collateral pursuant to Section 9.02, the security interests in such Collateral created by the Collateral Documents shall be automatically released. In connection with any termination or release pursuant to this Section (including pursuant to clause (b) or (c) below)Section, the Administrative Agent shall (and is hereby irrevocably authorized by each Lender to) execute and deliver to any Loan Party, at such Loan Party’s expense, all documents that such Loan Party shall reasonably request to evidence such termination or release. Any execution and delivery of documents pursuant to this Section shall be without recourse to or warranty by the Administrative Agent.
(b) Further, the Administrative Agent may (and is hereby irrevocably authorized by each Lender to), upon the request of the CompanyBorrower, release any Subsidiary Guarantor from its obligations under the Subsidiary Guaranty if (i) such Subsidiary Guarantor is no longer a Material Domestic Subsidiary or (ii) such release is approved, authorized, or ratified by the requisite Lenders pursuant to Section 9.02Subsidiary.
(c) At such time as the principal and interest on the Loans, all LC Disbursements, the fees, expenses and other amounts payable under the Loan Documents and the other Secured Obligations (other than (i) contingent indemnification or reimbursement Banking Services Obligations, Swap Obligations, and other Obligations expressly stated to survive such payment and termination and (ii) any Specified Ancillary Obligations or other obligations under any Swap Agreement or any Banking Services Agreementtermination) shall have been paid in full in cash, the Commitments shall have been terminated and no Letters of Credit shall be outstanding (or any outstanding Letters of Credit shall have been cash collateralized or backstopped pursuant to arrangements reasonably satisfactory to the Administrative Agent) (the foregoing, collectively, the “Final Release Conditions”)outstanding, the Subsidiary Guaranty and the Company’s Guarantee pursuant to Article X and all obligations (other than those expressly stated to survive such termination) of each Subsidiary Guarantor and the Company thereunder shall automatically terminate, all without delivery of any instrument or performance of any act by any Person.
(d) Upon request by the Administrative Agent at any time, the Lenders will confirm in writing the Administrative Agent’s authority to release any particular Subsidiary Guaranty pursuant hereto.
Appears in 1 contract
Sources: Credit Agreement (Advisory Board Co)
Releases of Subsidiary Guarantors. The Note Guarantee of a Guarantor will be released:
(a1) A upon any sale or other disposition of all or substantially all of the assets of such Guarantor (including by way of merger or consolidation or any sale of all of the Capital Stock of that Guarantor); PROVIDED that Issuer applies the Net Proceeds of that sale or other disposition in accordance with the applicable provisions of this Indenture, including, without limitation, Section 4.08 or Article 10 hereof; or
(2) if Issuer designates such Guarantor as an Unrestricted Subsidiary in accordance with this Indenture; PROVIDED, HOWEVER, in either case that any such termination shall occur only to the extent that all obligations of such Guarantor under all of its Guarantees of any Indebtedness of Issuer or any Indebtedness of any other Guarantor shall automatically be also terminate upon such release and none of its Equity Interests are pledged for the benefit of any holder of any Indebtedness of Issuer or any Indebtedness of any Restricted Subsidiary of Issuer. Upon delivery by Issuer to the Trustee of an Officers' Certificate, to the effect that such sale or other disposition or that such designation was made by the Company in accordance with the provisions of this Indenture, the Trustee shall execute any documents reasonably required in order to evidence the release of any such Guarantor from its obligations under its Note Guarantee. The Trustee will provide any written confirmation or evidence of the termination of such Note Guarantee as reasonably required by the Representative. Any Guarantor not released from its obligations under its Note Guarantee shall remain liable for the Subsidiary Guaranty upon the consummation full amount of any transaction permitted by this Agreement as a result principal of which such Subsidiary Guarantor ceases to be a Subsidiary; provided that, if so required by this Agreement, the Required Lenders shall have consented to such transaction and the terms of such consent shall not have provided otherwise. In connection with any termination or release pursuant to this Section (including pursuant to clause (b) or (c) below), the Administrative Agent shall (and is hereby irrevocably authorized by each Lender to) execute and deliver to any Loan Party, at such Loan Party’s expense, all documents that such Loan Party shall reasonably request to evidence such termination or release. Any execution and delivery of documents pursuant to this Section shall be without recourse to or warranty by the Administrative Agent.
(b) Further, the Administrative Agent may (and is hereby irrevocably authorized by each Lender to), upon the request of the Company, release any Subsidiary Guarantor from its obligations under the Subsidiary Guaranty if (i) such Subsidiary Guarantor is no longer a Material Domestic Subsidiary or (ii) such release is approved, authorized, or ratified by the requisite Lenders pursuant to Section 9.02.
(c) At such time as the principal and interest on the Loans, all LC Disbursements, the fees, expenses Notes and other amounts payable under the Loan Documents and for the other Obligations (other than (i) contingent indemnification or reimbursement Obligations expressly stated to survive such payment and termination and (ii) any Specified Ancillary Obligations or other obligations under any Swap Agreement or any Banking Services Agreement) shall have been paid in full in cash, the Commitments shall have been terminated and no Letters of Credit shall be outstanding (or any outstanding Letters of Credit shall have been cash collateralized or backstopped pursuant to arrangements reasonably satisfactory to the Administrative Agent) (the foregoing, collectively, the “Final Release Conditions”), the Subsidiary Guaranty and the Company’s Guarantee pursuant to Article X and all obligations (other than those expressly stated to survive such termination) of each Subsidiary Guarantor and the Company thereunder shall automatically terminate, all without delivery of any instrument or performance of any act by any PersonGuarantor under this Indenture as provided in this Article 11.
(d) Upon request by the Administrative Agent at any time, the Lenders will confirm in writing the Administrative Agent’s authority to release any particular Subsidiary Guaranty pursuant hereto.
Appears in 1 contract
Releases of Subsidiary Guarantors. (a) A Subsidiary Guarantor shall automatically be released from its obligations under the Subsidiary Guaranty upon the consummation of any transaction permitted by this Agreement as a result of which such Subsidiary Guarantor ceases to be a Subsidiary; provided that, if so required by this Agreement, the Required Lenders shall have consented to such transaction and the terms of such consent shall not have provided otherwise. Upon any sale or other disposition (other than any lease or license) by any Loan Party (other than to the Borrower or any Subsidiary) of any Collateral in a transaction permitted under this Agreement, or upon the effectiveness of any written consent to the release of the security interest created under any Collateral Document in any Collateral pursuant to Section 9.02, the security interests in such Collateral created by the Collateral Documents shall be automatically released. In connection with any termination or release pursuant to this Section (including pursuant to clause (b) or (c) below)Section, the Administrative Agent shall (and is hereby irrevocably authorized by each Lender to) execute and deliver to any Loan Party, at such Loan Party’s expense, all documents that such Loan Party shall reasonably request to evidence such termination or release. Any execution and delivery of documents pursuant to this Section shall be without recourse to or warranty by the Administrative Agent.
(b) Further, the Administrative Agent may (and is hereby irrevocably authorized by each Lender to), upon the request of the CompanyBorrower, release any Subsidiary Guarantor from its obligations under the Subsidiary Guaranty if (i) such Subsidiary Guarantor is no longer a Material Domestic Subsidiary or (ii) such release is approved, authorized, or ratified by the requisite Lenders pursuant to Section 9.02Subsidiary.
(c) At such time as the principal and interest on the Loans, all LC Disbursements, the fees, expenses and other amounts payable under the Loan Documents and the other Obligations (other than (i) contingent indemnification or reimbursement Banking Services Obligations, Swap Obligations, and other Obligations expressly stated to survive such payment and termination and (ii) any Specified Ancillary Obligations or other obligations under any Swap Agreement or any Banking Services Agreementtermination) shall have been paid in full in cashfull, the Commitments shall have been terminated and no Letters of Credit shall be outstanding (or any outstanding Letters of Credit shall have been cash collateralized or backstopped pursuant to arrangements reasonably satisfactory to the Administrative Agent) (the foregoing, collectively, the “Final Release Conditions”)outstanding, the Subsidiary Guaranty and the Company’s Guarantee pursuant to Article X and all obligations (other than those expressly stated to survive such termination) of each Subsidiary Guarantor and the Company thereunder shall automatically terminate, all without delivery of any instrument or performance of any act by any Person.
(d) Upon request by the Administrative Agent at any time, the Lenders will confirm in writing the Administrative Agent’s authority to release any particular Subsidiary Guaranty pursuant hereto.
Appears in 1 contract
Sources: Credit Agreement (Viropharma Inc)
Releases of Subsidiary Guarantors. (a) A In the event of any sale or other disposition of all or substantially all of the assets of any Subsidiary Guarantor, by way of merger, consolidation or otherwise, or a sale or other disposition of Capital Stock of any Subsidiary Guarantor, in each case to a Person that is not (either before or after giving effect to such transactions) the Parent or a Restricted Subsidiary of the Parent or the merger or consolidation of any Subsidiary Guarantor shall automatically be released from its obligations under with or into the Subsidiary Guaranty upon the consummation of any transaction permitted by this Agreement as a result of which Company or another Guarantor, then such Subsidiary Guarantor ceases to (in the event of a sale or other disposition, by way of merger, consolidation or otherwise, of all of the Capital Stock of such Subsidiary Guarantor) or the corporation acquiring the property (in the event of a sale or other disposition of all or substantially all of the assets of such Subsidiary Guarantor) will be a Subsidiaryautomatically released and relieved of any obligations under its Note Guarantee; provided thatthat the Net Proceeds of such sale or other disposition are applied in accordance with the applicable provisions of this Indenture, if so required including without limitation Section 4.10 hereof. Upon delivery by the Company to the Trustee of an Officer’s Certificate and an Opinion of Counsel to the effect that such sale or other disposition was made in accordance with the provisions of this AgreementIndenture, including without limitation Section 4.10 hereof, the Required Lenders shall have consented to such transaction and the terms of such consent shall not have provided otherwise. In connection with Trustee will execute any termination or release pursuant to this Section (including pursuant to clause (b) or (c) below), the Administrative Agent shall (and is hereby irrevocably authorized by each Lender to) execute and deliver to any Loan Party, at such Loan Party’s expense, all documents that such Loan Party shall reasonably request required in order to evidence such termination or release. Any execution and delivery the release of documents pursuant to this Section shall be without recourse to or warranty by the Administrative Agent.
(b) Further, the Administrative Agent may (and is hereby irrevocably authorized by each Lender to), upon the request of the Company, release any Subsidiary Guarantor from its obligations under its Note Guarantee.
(b) Upon designation of any Subsidiary Guarantor as an Unrestricted Subsidiary in accordance with the Subsidiary Guaranty if (i) terms of this Indenture, such Subsidiary Guarantor is no longer a Material Domestic Subsidiary or (ii) such release is approved, authorized, or ratified by the requisite Lenders pursuant to Section 9.02will be automatically released and relieved of any obligations under its Note Guarantee.
(c) At such time Upon Legal Defeasance or Covenant Defeasance in accordance with Article VIII hereof or satisfaction and discharge of this Indenture in accordance with Article XI hereof, each Guarantor will be automatically released and relieved of any obligations under its Note Guarantee. Any Guarantor not released from its obligations under its Note Guarantee as provided in this Section 10.05 will remain liable for the full amount of principal of and interest (including Special Interest, if any) and premium, if any, on the Loans, all LC Disbursements, the fees, expenses Notes and other amounts payable under the Loan Documents and for the other Obligations (other than (i) contingent indemnification or reimbursement Obligations expressly stated to survive such payment and termination and (ii) any Specified Ancillary Obligations or other obligations under any Swap Agreement or any Banking Services Agreement) shall have been paid in full in cash, the Commitments shall have been terminated and no Letters of Credit shall be outstanding (or any outstanding Letters of Credit shall have been cash collateralized or backstopped pursuant to arrangements reasonably satisfactory to the Administrative Agent) (the foregoing, collectively, the “Final Release Conditions”), the Subsidiary Guaranty and the Company’s Guarantee pursuant to Article X and all obligations (other than those expressly stated to survive such termination) of each Subsidiary Guarantor and the Company thereunder shall automatically terminate, all without delivery of any instrument or performance of any act by any Person.
(d) Upon request by the Administrative Agent at any time, the Lenders will confirm Guarantor under this Indenture as provided in writing the Administrative Agent’s authority to release any particular Subsidiary Guaranty pursuant hereto.this Article X.
Appears in 1 contract
Sources: Indenture (American Airlines Inc)
Releases of Subsidiary Guarantors. (a) A If no Default or Event of Default exists under this Indenture or would be caused thereby, in the event of a sale or other disposition of all or substantially all of the assets of any Subsidiary Guarantor shall automatically be released from its obligations under or a sale or other disposition of all of the Subsidiary Guaranty upon the consummation Capital Stock of any transaction permitted Subsidiary Guarantor, to any corporation or other Person (including an Unrestricted Subsidiary) by this Agreement as a result way of which merger, consolidation, or otherwise, then such Subsidiary Guarantor ceases to (in the event of a sale or other disposition, by way of such merger, consolidation or otherwise, of all the Capital Stock of such Subsidiary Guarantor) shall be released and relieved of any obligations under its Subsidiary Guarantee and such acquiring corporation or other Person (in the event of a Subsidiary; provided thatsale or other disposition of all or substantially all of the assets of such Subsidiary Guarantor), if so required other than a Subsidiary Guarantor, shall have no obligation to assume or otherwise become liable under such Subsidiary Guarantee; PROVIDED, that the Net Available Proceeds of such sale or other disposition are applied in accordance with Section 4.16 hereof. Upon delivery by the Company to the Trustee of an Officers' Certificate and an Opinion of Counsel to the effect that such sale or other disposition was made by the Company in accordance with the provisions of this AgreementIndenture, including without limitation Section 4.16, the Required Lenders Trustee shall have consented to such transaction and the terms of such consent shall not have provided otherwise. In connection with execute any termination or release pursuant to this Section (including pursuant to clause (b) or (c) below), the Administrative Agent shall (and is hereby irrevocably authorized by each Lender to) execute and deliver to any Loan Party, at such Loan Party’s expense, all documents that such Loan Party shall reasonably request required in order to evidence such termination or release. Any execution and delivery the release of documents pursuant to this Section shall be without recourse to or warranty by the Administrative Agent.
(b) Further, the Administrative Agent may (and is hereby irrevocably authorized by each Lender to), upon the request of the Company, release any Subsidiary Guarantor from its obligations under the its Subsidiary Guaranty if (i) such Guarantee. Any Subsidiary Guarantor is no longer a Material Domestic not released from its obligations under its Subsidiary or (ii) such release is approved, authorized, or ratified by Guarantee shall remain liable for the requisite Lenders pursuant to Section 9.02.
(c) At such time as the full amount of principal of and interest on the Loans, all LC Disbursements, the fees, expenses Notes and other amounts payable under the Loan Documents and for the other Obligations (other than (i) contingent indemnification or reimbursement Obligations expressly stated to survive obligations of such payment Subsidiary Guarantor under this Indenture as provided in Article X. Any Subsidiary Guarantor that is designated an Unrestricted Subsidiary in accordance with the terms of this Indenture shall be released from and termination and (ii) any Specified Ancillary Obligations or other relieved of its obligations under its Subsidiary Guarantee and any Swap Agreement Unrestricted Subsidiary that becomes a Restricted Subsidiary and any newly created or any Banking Services Agreement) shall have been paid in full in cash, the Commitments shall have been terminated and no Letters of Credit newly acquired Subsidiary that is or becomes a Subsidiary shall be outstanding (or any outstanding Letters required to execute a supplemental indenture in accordance with the terms of Credit shall have been cash collateralized or backstopped pursuant to arrangements reasonably satisfactory to the Administrative Agent) (the foregoing, collectively, the “Final Release Conditions”), the Subsidiary Guaranty and the Company’s Guarantee pursuant to Article X and all obligations (other than those expressly stated to survive such termination) of each Subsidiary Guarantor and the Company thereunder shall automatically terminate, all without delivery of any instrument or performance of any act by any Personthis Indenture.
(d) Upon request by the Administrative Agent at any time, the Lenders will confirm in writing the Administrative Agent’s authority to release any particular Subsidiary Guaranty pursuant hereto.
Appears in 1 contract
Sources: Indenture (Agro Air Associates Inc)
Releases of Subsidiary Guarantors. (a) A Subsidiary Guarantor shall automatically be released from its obligations under the Subsidiary Guaranty upon the consummation of any transaction permitted by this Agreement as a result of which such Subsidiary Guarantor ceases to be a Subsidiary; provided that, if so required by this Agreement, the Required Lenders shall have consented to such transaction transaction, such consent not to be unreasonably withheld or delayed, and the terms of such consent shall not have provided otherwise. In connection with any termination or release pursuant to this Section (including pursuant to clause (b) or (c) below)Section, the Administrative Agent shall (and is hereby irrevocably authorized by each Lender to) execute and deliver to any Loan Party, at such Loan Party’s expense, all documents that such Loan Party shall reasonably request to evidence such termination or release. Any execution and delivery of documents pursuant to this Section shall be without recourse to or warranty by the Administrative Agent.
(b) Further, the Administrative Agent may (and is hereby irrevocably authorized by each Lender to), upon the request of the CompanyBorrower, release any Subsidiary Guarantor from its obligations under the Subsidiary Guaranty if (i) such Subsidiary Guarantor is no longer a Material Domestic Subsidiary or (ii) such release is approved, authorized, or ratified by the requisite Lenders pursuant to Section 9.02Subsidiary.
(c) At such time as the principal and interest on the Loans, all LC Disbursements, the fees, expenses and other amounts payable under the Loan Documents and the other Obligations (other than (i) contingent indemnification or reimbursement Obligations expressly stated to survive such payment and termination and (ii) any Specified Ancillary Obligations or other obligations under any Swap Agreement or any Banking Services Agreement, and other Obligations expressly stated to survive such payment and termination) shall have been paid in full in cash, the Commitments shall have been terminated and no Letters of Credit shall be outstanding (or any outstanding except for Letters of Credit shall that have been cash collateralized or backstopped pursuant to arrangements reasonably satisfactory to the Administrative Agent) (the foregoing, collectively, the “Final Release Conditions”)Cash Collateralized, the Subsidiary Guaranty and the Company’s Guarantee pursuant to Article X and all obligations (other than those expressly stated to survive such termination) of each Subsidiary Guarantor and the Company thereunder shall automatically terminate, all without delivery of any instrument or performance of any act by any Person.
(d) Upon request by the Administrative Agent at any time, the Lenders will confirm in writing the Administrative Agent’s authority to release any particular Subsidiary Guaranty pursuant hereto.
Appears in 1 contract
Releases of Subsidiary Guarantors. (a) A Subsidiary Guarantor shall automatically be released from its obligations under the Subsidiary Guaranty upon the consummation of any transaction permitted by this Agreement as a result of which such Subsidiary Guarantor ceases to be a Restricted Subsidiary; provided that, if so required by this Agreement, the Required Lenders shall have consented to such transaction and the terms of such consent shall not have provided otherwise. In connection with any termination or release pursuant to this Section (including pursuant to clause (b) or (c) below)Section, the Administrative Agent shall (and is hereby irrevocably authorized by each Lender to) execute and deliver to any Loan Party, at such Loan Party’s expense, all documents that such Loan Party shall reasonably request to evidence such termination or release. Any execution and delivery of documents pursuant to this Section shall be without recourse to or warranty by the Administrative Agent.
(b) Further, the Administrative Agent may (and is hereby irrevocably authorized by each Lender to), upon the request of the CompanyBorrower, release any Subsidiary Guarantor from its obligations under the Subsidiary Guaranty if (i) such Subsidiary Guarantor is no longer a Material Domestic Subsidiary pursuant to the terms of this Agreement or (ii) such release is approved, authorized, or ratified by the requisite Lenders pursuant to Section 9.02Subsidiary Guarantor becomes an Excluded Subsidiary.
(c) At such time as the principal and interest on the Loans, all LC Disbursements, the fees, expenses and other amounts payable under the Loan Documents and the other Obligations (other than (i) contingent indemnification or reimbursement Obligations expressly stated to survive such payment and termination and (ii) excluding, for the avoidance of doubt, any Specified Ancillary Secured Obligations or other obligations obligations, in each case not yet due and payable, under any Swap Agreement or any Banking Services Agreement, and indemnification obligations for which no claim has been asserted) shall have been paid in full in cash, the Commitments shall have been terminated and no Letters of Credit shall be outstanding (or any outstanding Letters of Credit shall have been cash collateralized or backstopped pursuant to arrangements reasonably satisfactory to the Administrative AgentAgent and the relevant Issuing Bank) (the foregoing, collectively, the “Final Release Conditions”), the CH Parent Guaranty, the Subsidiary Guaranty and the Company’s Guarantee pursuant to Article X and all obligations (other than those expressly stated to survive such termination) of Holdings and each Subsidiary Guarantor and the Company thereunder shall automatically terminate, all without delivery of any instrument or performance of any act by any Person.
(d) Upon request by the Administrative Agent at any time, the Lenders will confirm in writing the Administrative Agent’s authority to release any particular Subsidiary Guaranty pursuant hereto.
Appears in 1 contract
Sources: Credit Agreement (CommerceHub, Inc.)
Releases of Subsidiary Guarantors. (a) A Subsidiary Guarantor shall automatically be released from its obligations under the Subsidiary Guaranty upon the consummation of any transaction permitted by this Agreement as a result of which such Subsidiary Guarantor ceases to be a Restricted Subsidiary; provided that, if so required by this Agreement, the Required Lenders shall have consented to such transaction and the terms of such consent shall not have provided otherwise. In connection with any termination or release pursuant to this Section (including pursuant to clause (b) or (c) below)Section, the Administrative applicable Agent shall (and is hereby irrevocably authorized by each Lender to) execute and deliver to any Loan Party, at such Loan Party’s expense, all documents that such Loan Party shall reasonably request to evidence such termination or release. Any execution and delivery of documents pursuant to this Section shall be without recourse to or warranty by the Administrative any Agent.
(b) Further, the Administrative Agent may shall (and is hereby irrevocably authorized by each Lender to), upon the request of the CompanyBorrower, release any Subsidiary Guarantor from its obligations under the Subsidiary Guaranty if (i) such Subsidiary Guarantor is no longer a Material Restricted Domestic Subsidiary; provided that, notwithstanding the foregoing or anything else contained in the Loan Documents, if any Subsidiary or (ii) Guarantor ceases to be a Material Restricted Domestic Subsidiary, such release is approved, authorized, or ratified by the requisite Lenders pursuant Subsidiary Guarantor shall automatically cease to Section 9.02be a Subsidiary Guarantor.
(c) At such time as the principal and interest on the Loans, all LC Disbursements, the fees, expenses and other amounts payable under the Loan Documents and the other Secured Obligations (other than (i) contingent indemnification or reimbursement Obligations expressly stated to survive such payment and termination and (ii) any Specified Ancillary Obligations or other obligations under any Swap Agreement or any Banking Services AgreementObligations, Swap Obligations, and Unliquidated Obligations) shall have been paid in full in cash, the Commitments shall have been terminated and no Letters of Credit shall be outstanding (or any outstanding Letters of Credit shall have been cash collateralized or backstopped pursuant to arrangements reasonably satisfactory to the Administrative Agent) (the foregoing, collectively, the “Final Release Conditions”)outstanding, the Subsidiary Guaranty and the Company’s Guarantee pursuant to Article X and all obligations (other than those expressly stated to survive such termination) of each Subsidiary Guarantor and the Company thereunder shall automatically terminate, all without delivery of any instrument or performance of any act by any Person.
(d) Upon request by the Administrative Agent at any time, the Lenders will confirm in writing the Administrative Agent’s authority to release any particular Subsidiary Guaranty pursuant hereto.
Appears in 1 contract
Releases of Subsidiary Guarantors. (a) A Subsidiary Guarantor shall automatically be released from its obligations under the Subsidiary Guaranty Guaranty, and any Equity Interests of such Subsidiary Guarantor which have been pledged as Collateral shall be released, upon the consummation of any transaction permitted by this Agreement as a result of which such Subsidiary Guarantor ceases to be a Subsidiary; provided that, if so consent of the Required Lenders is expressly required by this Agreement, the Required Lenders shall have consented to such transaction and the terms of such consent shall not have provided otherwise. In connection with any termination or release pursuant to this Section (including pursuant to clause (b) or (c) below)Section, the Administrative Agent shall (and is hereby irrevocably authorized by each Lender to) execute and deliver to any Loan Party, at such Loan Party’s expense, all documents that such Loan Party shall reasonably request to evidence such termination or release. Any execution and delivery of documents pursuant to this Section shall be without recourse to or warranty by the Administrative Agent.
(b) Further, the Administrative Agent may (and is hereby irrevocably authorized by each Lender to), upon the request of the Company, release any Subsidiary Guarantor from its obligations under the Subsidiary Guaranty and release its Liens on any Equity Interests of such Subsidiary Guarantor which have been pledged as Collateral if (i) such Subsidiary Guarantor is no longer a Material Domestic Subsidiary or (ii) such release is approved, authorized, or ratified by no longer required to be a Subsidiary Guarantor in order to meet the requisite Lenders pursuant to criteria set forth in Section 9.025.09(d).
(c) At such time as the principal and interest on the Loans, all LC Disbursements, the fees, expenses and other amounts payable under the Loan Documents and the other Secured Obligations (other than (i) contingent indemnification or reimbursement the Unliquidated Obligations, Swap Obligations, and other Obligations expressly stated to survive such payment and termination and (ii) any Specified Ancillary Obligations or other obligations under any Swap Agreement or any Banking Services Agreementtermination) shall have been paid in full in cashfull, the Commitments shall have been terminated and no Letters of Credit shall be outstanding (or any outstanding Letters of Credit shall have been cash collateralized or backstopped pursuant to arrangements reasonably satisfactory to the Administrative Agent) (the foregoing, collectively, the “Final Release Conditions”)outstanding, the Subsidiary Guaranty and the Company’s Guarantee pursuant to Article X and all obligations (other than those expressly stated to survive such termination) of each Subsidiary Guarantor and the Company thereunder shall automatically terminate, all without delivery of any instrument or performance of any act by any Person.
(d) Upon request by the Administrative Agent at any time, the Lenders will confirm in writing the Administrative Agent’s authority to release any particular Subsidiary Guaranty pursuant hereto.
Appears in 1 contract
Sources: Credit Agreement (Belden Inc.)
Releases of Subsidiary Guarantors. (a) A Subsidiary Guarantor shall automatically be released from its obligations under the Subsidiary Guaranty upon the consummation of any transaction permitted by this Agreement as a result of which such Subsidiary Guarantor ceases to be a Subsidiary; provided that, if so required by this Agreement, the Required Lenders shall have consented to such transaction and the terms of such consent shall not have provided otherwise. In connection with any termination or release pursuant to this Section (including pursuant to clause (b) or (c) below)Section, the Administrative Agent shall (and is hereby irrevocably authorized by each Lender to) execute and deliver to any Loan Party, at such Loan Party’s expense, all documents that such Loan Party shall reasonably request to evidence such termination or release. Any execution and delivery of documents pursuant to this Section shall be without recourse to or warranty by the Administrative Agent.
(b) Further, the Administrative Agent may shall (and is hereby irrevocably authorized by each Lender to), upon the request of the Company, release any Subsidiary Guarantor from its obligations under the Subsidiary Guaranty if (i) such Subsidiary Guarantor is not or is no longer a Material Domestic Subsidiary or (ii) such release is approved, authorized, or ratified by the requisite Lenders pursuant to Section 9.02Subsidiary.
(c) At such time as the principal and interest on the Loans, all LC Disbursements, the fees, expenses and other amounts payable under the Loan Documents and the other Obligations (other than (i) indemnities and other contingent indemnification or reimbursement Obligations expressly stated obligations not then due and payable and as to survive such payment which no claim has been made, and termination and (ii) any Specified Ancillary Obligations or other obligations under any Swap than Letters of Credit that have been cash collateralized in accordance with the provisions of the Credit Agreement or any Banking Services Agreementwith respect to which other arrangements have been made that are satisfactory to the applicable Issuing Bank) shall have been paid in full in cash, the Commitments shall have been terminated and no Letters of Credit shall be outstanding (or any outstanding other than Letters of Credit shall that have been cash collateralized in accordance with the provisions of the Credit Agreement or backstopped pursuant with respect to which other arrangements reasonably have been made that are satisfactory to the Administrative Agentapplicable Issuing Bank) (the foregoing, collectively, the “Final Release Conditions”), the Subsidiary Guaranty and the Company’s Guarantee pursuant to Article X and all obligations (other than those expressly stated to survive such termination) of each Subsidiary Guarantor and the Company thereunder shall automatically terminate, all without delivery of any instrument or performance of any act by any Person.
(d) Upon request by the Administrative Agent at any time, the Lenders will confirm in writing the Administrative Agent’s authority to release any particular Subsidiary Guaranty pursuant hereto.
Appears in 1 contract
Sources: Credit Agreement (Hillenbrand, Inc.)
Releases of Subsidiary Guarantors. (a) A Subsidiary Guarantor shall automatically be released and discharged in full from its obligations under the Subsidiary Guaranty upon the consummation of any transaction permitted by this Agreement as a result of which such Subsidiary Guarantor ceases to be a Subsidiary; provided that, if so required by this Agreement, the Required Lenders shall have consented to such transaction and the terms of such consent shall not have provided otherwise. In connection with any termination or release pursuant to this Section (including pursuant to clause (b) or (c) below)Section, the Administrative Agent shall (and is hereby irrevocably authorized by each Lender to) execute and deliver to any Loan Party, at such Loan Party’s expense, all documents that such Loan Party shall reasonably request to evidence such termination or release. Any execution and delivery of documents pursuant to this Section shall be without recourse to or warranty by the Administrative Agent.
(b) Further, the Administrative Agent may (and is hereby irrevocably authorized by each Lender to), upon the request of the CompanyBorrower, release any Subsidiary Guarantor from its obligations under the Subsidiary Guaranty if (i) if such Subsidiary Guarantor is no longer a Material Domestic Subsidiary or (ii) if, as of the time such release Subsidiary Guarantor is approvedreleased and immediately after giving effect thereto, authorizedthe Guarantee of such Subsidiary Guarantor is not required by Section 5.09(b).; provided that the Administrative Agent shall have received a certificate from a Financial Officer of the Borrower certifying that Borrower shall promptly take such actions as it is required to take under any (i) Debt Facility of the Borrower or any Subsidiary Guarantor with an aggregate principal amount or commitments of $50,000,000 or greater or (ii) any Capital Markets Debt to cause such Subsidiary Guarantor to be released from its Guarantee, if any, of such Debt Facility or ratified by the requisite Lenders pursuant to Section 9.02Capital Markets Debt.
(c) At such time as the principal and interest on the Loans, all LC Disbursements, the fees, expenses and other amounts payable under the Loan Documents and the other Obligations (other than (i) contingent indemnification or reimbursement obligations and other Obligations expressly stated to survive such payment and termination and (ii) any Specified Ancillary Obligations or other obligations under any Swap Agreement or any Banking Services Agreementtermination) shall have been paid in full in cash, the Commitments shall have been terminated or expired and no Letters of Credit shall be outstanding (or any outstanding or, if outstanding, such Letters of Credit shall have been cash collateralized or backstopped pursuant to other arrangements with respect thereto have been made, in each case, on terms reasonably satisfactory to the Administrative AgentAgent and the Issuing Bank) (the foregoingsuch time, collectively, the “Final Release ConditionsFacility Termination”), the Subsidiary Guaranty and the Company’s Guarantee pursuant to Article X and all obligations (other than those expressly stated to survive such termination) of each Subsidiary Guarantor and the Company thereunder shall automatically terminateterminate and be released and discharged in full, all without delivery of any instrument or performance of any act by any Person.
(d) Upon request by the Administrative Agent at any time, the Lenders will confirm in writing the Administrative Agent’s authority to release any particular Subsidiary Guaranty pursuant hereto.
Appears in 1 contract
Releases of Subsidiary Guarantors. (a) A Subsidiary Guarantor shall automatically be released from its obligations under the Subsidiary Guaranty upon the consummation of any transaction permitted by this Agreement as a result of which such Subsidiary Guarantor ceases to be a Subsidiary; provided that, if so required by this Agreement, the Required Lenders shall have consented to such transaction and the terms of such consent shall not have provided otherwise. In connection with any termination or release pursuant to this Section (including pursuant to clause (b) or (c) below), the Administrative Agent shall (and is hereby irrevocably authorized by each Lender to) execute and deliver to any Loan Party, at such Loan Party’s expense, all documents that such Loan Party shall reasonably request to evidence such termination or release. Any execution and delivery of documents pursuant to this Section shall be without recourse to or warranty by the Administrative Agent except with respect to any customary further assurances that are expressly agreed to in writing by the Administrative Agent.
(b) Further, the Administrative Agent may (and is hereby irrevocably authorized by each Lender to), upon the request of the CompanyBorrower, release any Subsidiary Guarantor from its obligations under the Subsidiary Guaranty if (i) such Subsidiary Guarantor is no longer a Material Domestic Subsidiary, becomes an Excluded Subsidiary or is otherwise not required pursuant to this terms of this Agreement to provide a Subsidiary Guaranty or (ii) such release is approved, authorized, authorized or ratified by the requisite Lenders pursuant to Section 9.02.
(c) At such time as the principal and interest on the Loans, all LC Disbursements, the fees, expenses and other amounts payable under the Loan Documents and the other Obligations (other than (i) contingent indemnification or reimbursement Obligations expressly stated to survive such payment and termination and (ii) excluding, for the avoidance of doubt, any Specified Ancillary Obligations or other obligations under any Swap Agreement or any Banking Services Agreement) then due and payable shall have been paid in full in cash, the Commitments shall have been terminated and no Letters of Credit shall be outstanding (or any outstanding Letters of Credit shall have been cash collateralized or backstopped pursuant to arrangements reasonably satisfactory to the Administrative Agent) (the foregoing, collectively, the “Final Release Conditions”), the Subsidiary Guaranty and the Company’s Guarantee pursuant to Article X ) and all obligations (other than those expressly stated to survive such termination) of each Subsidiary Guarantor and the Company Borrower thereunder shall automatically terminate, all without delivery of any instrument or performance of any act by any Person.
(d) Upon request by the Administrative Agent at any time, the Lenders will confirm in writing the Administrative Agent’s authority to release any particular Subsidiary Guaranty pursuant hereto.
Appears in 1 contract
Releases of Subsidiary Guarantors. (a) A Subsidiary Guarantor shall automatically be released from its obligations under the Subsidiary Guaranty upon the consummation of any transaction permitted by this Agreement as a result of which such Subsidiary Guarantor ceases to be a Subsidiary; provided that, if so required by this Agreement, the Required Lenders shall have consented to such transaction and the terms of such consent shall not have provided otherwise. In connection with any termination or release pursuant to this Section (including pursuant to clause (b) or (c) below)Section, the Administrative Agent shall (and is hereby irrevocably authorized by each Lender to) execute and deliver to any Loan Party, at such Loan Party’s expense, all documents that such Loan Party shall reasonably request to evidence such termination or release. Any execution and delivery of documents pursuant to this Section shall be without recourse to or warranty by the Administrative Agent.
(b) Further, the Administrative Agent may (and is hereby irrevocably authorized by each Lender to), upon the request of the Company, release any Subsidiary Guarantor from its obligations under the Subsidiary Guaranty if (i) if such Subsidiary Guarantor is no longer a Material Domestic Subsidiary or (ii) if such release Subsidiary Guarantor is approved, authorized, or ratified by the requisite Lenders pursuant to a Real Estate Subsidiary and such Real Estate Subsidiary is entering into a transaction in respect of which it incurs Indebtedness in reliance on Section 9.026.01(h).
(c) At such time as the principal and interest on the Loans, all LC Disbursements, the fees, expenses and other amounts payable under the Loan Documents (other than unasserted contingent indemnification obligations not yet due and payable) and the other Obligations (other than (i) contingent indemnification or reimbursement Obligations expressly stated to survive such payment and termination and (ii) any Specified Ancillary Obligations or other obligations under any Swap Agreement or any Banking Services Agreement, and other Obligations expressly stated to survive such payment and termination) shall have been paid in full in cashfull, the Commitments shall have been terminated and no Letters of Credit shall be outstanding (or any outstanding Letters of Credit shall have been cash collateralized or backstopped pursuant to arrangements reasonably satisfactory to the Administrative Agent) (the foregoing, collectively, the “Final Release Conditions”)outstanding, the Subsidiary Guaranty and the Company’s Guarantee pursuant to Article X and all obligations (other than those expressly stated to survive such termination) of each Subsidiary Guarantor and the Company thereunder shall automatically terminate, all without delivery of any instrument or performance of any act by any Person.
(d) Upon request by the Administrative Agent at any time, the Lenders will confirm in writing the Administrative Agent’s authority to release any particular Subsidiary Guaranty pursuant hereto.
Appears in 1 contract
Sources: Credit Agreement (Newmarket Corp)
Releases of Subsidiary Guarantors. (a) A Subsidiary Guarantor shall automatically be released from its obligations under the applicable Guaranty Agreement, and any Equity Interests of such Subsidiary Guaranty Guarantor which have been pledged as Collateral shall be released, upon the consummation of any transaction permitted by this Agreement as a result of which such Subsidiary Guarantor ceases to be a Subsidiary; provided that, if so consent of the Required Lenders is expressly required by this Agreement, the Required Lenders shall have consented to such transaction and the terms of such consent shall not have provided otherwise. In connection with any termination or release pursuant to this Section (including pursuant to clause (b) or (c) below)Section, the Administrative Agent shall (and is hereby irrevocably authorized by each Lender to) execute and deliver to any Loan Credit Party, at such Loan Credit Party’s expense, all documents that such Loan Credit Party shall reasonably request to evidence such termination or release. Any execution and delivery of documents pursuant to this Section shall be without recourse to or warranty by the Administrative Agent.
(b) Further, the Administrative Agent may (and is hereby irrevocably authorized by each Lender to), upon the request of the Company, release any Subsidiary Guarantor from its obligations under the applicable Guaranty Agreement and release its Liens on any Equity Interests of such Subsidiary Guaranty Guarantor which have been pledged as Collateral if (i) such Subsidiary Guarantor is no longer a Material Domestic Subsidiary or is no longer required to be a Subsidiary Guarantor in order to meet the criteria set forth in Section 6.11(a)(ii) or (ii) such release is approved, authorized, or ratified by the requisite Lenders pursuant to Section 9.02iii).
(c) At such time as the principal and interest on the Term Loans, all LC Disbursements, the fees, expenses and other amounts payable under the Loan Documents and the other Secured Obligations (other than (i) contingent contingent, indemnification or reimbursement Obligations expressly stated to survive such payment and termination and (ii) any Specified Ancillary Obligations or other obligations under any Swap Agreement or any Banking Services Agreementnot then due) shall have been paid in full in cashfull, the Term Loan Commitments shall have been terminated and no Letters of Credit shall be outstanding (or any outstanding Letters of Credit shall have been cash collateralized or backstopped pursuant to arrangements reasonably satisfactory to the Administrative Agent) (the foregoing, collectivelyterminated, the “Final Release Conditions”), the Subsidiary applicable Guaranty and the Company’s Guarantee pursuant to Article X Agreement and all obligations (other than those expressly stated to survive such termination) of each Subsidiary Guarantor and the Company thereunder shall automatically terminate, all without delivery of any instrument or performance of any act by any Person.
(d) Upon request by the Administrative Agent at any time, the Lenders will confirm in writing the Administrative Agent’s authority to release any particular Subsidiary Guaranty pursuant hereto.
Appears in 1 contract
Releases of Subsidiary Guarantors. (a) A Subsidiary Guarantor shall automatically be released from its obligations under the Subsidiary Guaranty upon (x) Payment in Full or (y) the consummation of any transaction permitted by this Agreement as a result of which such Subsidiary Guarantor ceases to be a Subsidiary; provided that, if so required by this Agreement, the Required Lenders shall have consented to such transaction and the terms of such consent shall not have provided otherwise. In connection with any termination or release pursuant to this Section (including pursuant to clause (b) or (c) below)Section, the Administrative Agent shall (and is hereby irrevocably authorized by each Lender to) execute and deliver to any Loan Party, at such Loan Party’s expense, all documents that such Loan Party shall reasonably request to evidence such termination or releaserelease (including payoff letters, lien releases and UCC-3 termination statements). Any execution and delivery of documents pursuant to this Section shall be without recourse to or warranty by the Administrative Agent.
(b) Further, the Administrative Agent may (and is hereby irrevocably authorized by each Lender toother Secured Party to without the consent of any Secured Party), upon the request of the CompanyBorrower, release (i) any Subsidiary Guarantor (and any assets of such Subsidiary Guarantor that are encumbered by a Lien in favor of the Administrative Agent) from its obligations under the Subsidiary Guaranty any Loan Document if (i) such Subsidiary Guarantor is no longer ceases to constitute a Material Domestic Subsidiary or the Required Lenders otherwise consent to such release and (ii) any pledge of the Equity Interests of any Subsidiary if such release is approved, authorized, Subsidiary ceases to constitute a Material Foreign Subsidiary or ratified by the requisite Required Lenders pursuant otherwise consent to Section 9.02such release.
(c) At such time as Upon the principal and interest on the Loans, all LC Disbursements, the fees, expenses and other amounts payable under the Loan Documents and the other Obligations (other than (i) contingent indemnification or reimbursement Obligations expressly stated to survive such payment and termination and (ii) any Specified Ancillary Obligations or other obligations under any Swap Agreement or any Banking Services Agreement) shall have been paid Payment in full in cash, the Commitments shall have been terminated and no Letters of Credit shall be outstanding (or any outstanding Letters of Credit shall have been cash collateralized or backstopped pursuant to arrangements reasonably satisfactory to the Administrative Agent) (the foregoing, collectively, the “Final Release Conditions”)Full, the Subsidiary Guaranty and the Company’s Guarantee pursuant to Article X and all obligations and liabilities (other than those expressly stated to survive such terminationcontingent indemnification obligations for which no claim has been asserted) of each Subsidiary Guarantor and the Company thereunder shall automatically terminate, all without delivery of any instrument or performance of any act by any Person.
(d) Upon request by the Administrative Agent at any time, the Lenders will confirm in writing the Administrative Agent’s authority to release any particular Subsidiary Guaranty pursuant hereto.
Appears in 1 contract
Releases of Subsidiary Guarantors. (a) A Subsidiary Guarantor shall automatically be released from its obligations under the Subsidiary Guaranty upon the consummation of any transaction permitted by this Agreement as a result of which such Subsidiary Guarantor ceases to be a Restricted Subsidiary; provided that, if so required by this Agreement, the Required Lenders shall have consented to such transaction and the terms of such consent shall not have provided otherwise. In connection with any termination or release pursuant to this Section (including pursuant to clause (b) or (c) below)Section, the Administrative Agent shall (and is hereby irrevocably authorized by each Lender to) execute and deliver to any Loan Party, at such Loan Party’s expense, all documents that such Loan Party shall reasonably request to evidence such termination or release. Any execution and delivery of documents pursuant to this Section shall be without recourse to or warranty by the Administrative Agent.
(ba) Further, the Administrative Agent may (and is hereby irrevocably authorized by each Lender to), upon the request of the Company, release any Subsidiary Guarantor from its obligations under the Subsidiary Guaranty if (i) such Subsidiary Guarantor is no longer constitutes an Excluded Subsidiary (other than an Excluded Subsidiary of the type described in clause (v) of the definition thereof, unless such Subsidiary either (x) becomes non-Wholly-Owned pursuant to a Material Domestic Subsidiary bona fide equity investment by a non-Affiliate third-party or (iiy) becomes a bona fide joint venture with a non-Affiliated third party as determined in good faith by the Company in consultation with the Administrative Agent); provided that no such release is approved, authorized, shall occur if such Subsidiary Guarantor continues (after giving effect to the consummation of such transaction or ratified by the requisite Lenders pursuant designation) to Section 9.02be a guarantor or provide any credit support in respect of any Material Indebtedness or Restricted Debt of any Borrower or any Restricted Subsidiary.
(cb) At such time as the principal and interest on the Loans, all LC Disbursements, the fees, expenses and other amounts payable under the Loan Documents and the other Secured Obligations (other than (i) contingent indemnification or reimbursement Swap Obligations, Banking Services Obligations, and other Obligations expressly stated to survive such payment and termination and (ii) any Specified Ancillary Obligations or other obligations under any Swap Agreement or any Banking Services Agreementtermination) shall have been paid in full in cash, the Commitments shall have been terminated and no Letters of Credit shall be outstanding (or any outstanding Letters of Credit shall have been cash collateralized or backstopped pursuant to arrangements reasonably satisfactory to the Administrative Agent) (the foregoing, collectively, the “Final Release Conditions”)outstanding, the Subsidiary Guaranty and the Company’s Guarantee pursuant to Article X and all obligations (other than those expressly stated to survive such termination) of each Subsidiary Guarantor and the Company thereunder shall automatically terminate, all without delivery of any instrument or performance of any act by any Person.
(d) Upon request by the Administrative Agent at any time, the Lenders will confirm in writing the Administrative Agent’s authority to release any particular Subsidiary Guaranty pursuant hereto.
Appears in 1 contract
Releases of Subsidiary Guarantors. (a) A Subject to the terms of the Intercreditor Agreement, a Subsidiary Guarantor shall automatically be released from its obligations under the Subsidiary Guaranty upon the consummation of any transaction permitted by this Agreement (including by virtue of any amendment, waiver or consent in accordance with this Agreement) as a result of which such Subsidiary Guarantor ceases to be a Subsidiary; provided that, if so required by this Agreement, the Required Lenders Holders shall have consented to such transaction and the terms of such consent shall not have provided otherwise. In connection with any termination or release pursuant to this Section (including pursuant to clause (b) or (c) belowa), the Administrative Agent holders of the Notes shall (and is hereby irrevocably authorized by each Lender to) execute and deliver to any Loan Partythe applicable Subsidiary Guarantor, at such Loan PartySubsidiary Guarantor’s expense, all documents that such Loan Party Subsidiary Guarantor shall reasonably request to evidence such termination or release. Any execution and delivery of documents pursuant to this Section shall be without recourse to or warranty by the Administrative Agentholders of the Notes.
(b) FurtherSubject to the terms of the Intercreditor Agreement and so long as no Default or Event of Default has occurred and is continuing or would result therefrom, the Administrative Agent may (and is hereby irrevocably authorized by each Lender to)holders of the Notes shall, promptly upon the request of the Company, release any Subsidiary Guarantor from its obligations under the Subsidiary Guaranty if (i) such Subsidiary Guarantor is no longer obligated to be a Material Subsidiary Guarantor pursuant to Section 9.8 hereof; provided, however, that in no event shall any Subsidiary Guarantor be released pursuant to this Section 22.10(b) unless and until such Subsidiary Guarantor is not any of the following (including as the result of any substantially contemporaneous release of such Subsidiary Guarantor as such): (i) a guarantor (whether directly or indirectly) in respect of obligations of the Company or any Domestic Subsidiary under the Credit Agreement or any other Loan Document (as defined in the Credit Agreement) or (ii) such release is approvedliable as a borrower, authorizedco-borrower or other obligor under the Credit Agreement or any other Loan Document (as defined in the Credit Agreement) (other than (x) as a Foreign Subsidiary Borrower solely with respect to its direct obligations, (y) as an obligor solely with respect to its direct obligations under a Rate Management Transaction (as defined in the Credit Agreement) or ratified by (z) as a Foreign Subsidiary pledging collateral under a Collateral Document (as defined in the requisite Lenders pursuant Credit Agreement) solely to Section 9.02secure the obligations of one or more Foreign Subsidiaries).
(c) At Subject to the terms of the Intercreditor Agreement and subject to any reinstatement provision contained in the applicable Subsidiary Guaranty, at such time as the principal and interest on the Loans, Notes and all LC Disbursements, the fees, expenses and other amounts payable under the Loan Transaction Documents and the other Obligations (in each case, other than (i) contingent indemnification or reimbursement Obligations obligations expressly stated to survive such payment and termination and (ii) any Specified Ancillary Obligations or other obligations under any Swap Agreement or any Banking Services Agreementpayment) shall have been paid in full in cash, the Commitments shall have been terminated and no Letters of Credit shall be outstanding (or any outstanding Letters of Credit shall have been cash collateralized or backstopped pursuant to arrangements reasonably satisfactory to the Administrative Agent) (the foregoing, collectively, the “Final Release Conditions”), the Subsidiary Guaranty and the Company’s Guarantee pursuant to Article X and all obligations (other than those expressly stated to survive such termination) of each Subsidiary Guarantor and the Company thereunder shall automatically terminate, all without delivery of any instrument or performance of any act by any Person.
(d) Upon request Subject to the terms of the Intercreditor Agreement, upon any sale or disposition by any Bank Borrower or Subsidiary Guarantor (other than to any Bank Borrower or Subsidiary Guarantor) of any Collateral in a transaction permitted under this Agreement (including by virtue of any merger or consolidation permitted under this Agreement) the security interests in such Collateral created by the Administrative Agent at Collateral Documents shall be automatically released. In connection with any timesuch termination or release pursuant to this Section, the Lenders holders of the Notes shall execute and deliver to the applicable Bank Borrower or Subsidiary Guarantor, at such Bank Borrower’s or Subsidiary Guarantor’s expense, all documents that such Bank Borrower or Subsidiary Guarantor shall reasonably request to evidence such termination or release; provided, however, that (i) the holders of the Notes shall not be required to execute any such document on terms which, in any holder’s reasonable opinion, would expose such holder to liability or create any obligation or entail any consequence other than the release of such Liens without recourse or warranty, and (ii) such release shall not in any manner discharge, affect or impair the Secured Obligations or any Liens upon (or obligations of the Company or any Subsidiary in respect of) all interests retained by the Company or any Subsidiary, including (without limitation) the proceeds of such sale or disposition, all of which shall continue to constitute part of the Collateral. Any execution and delivery of documents pursuant to this Section shall be without recourse to or warranty by the holders of the Notes.
(e) The Company agrees that it will confirm not, nor will it permit any Subsidiary or Affiliate to, directly or indirectly, pay or cause to be paid any consideration or remuneration, whether by way of supplemental or additional interest, fee or otherwise, to any creditor of the Company or of any Subsidiary as consideration for or as an inducement to entering into by any such creditor of any release, discharge or termination set forth in writing clauses (a) through (d) of this Section 22.10 unless a proportionate amount of such consideration or remuneration (in addition to the Administrative Agent’s authority consideration or remuneration paid to release any particular Subsidiary Guaranty pursuant heretosuch other creditors) is concurrently paid, on the same terms, to the holders of the Notes; provided, however that, for the avoidance of doubt, customary fees paid to one or more lenders and/or their affiliates in connection with a Permitted Refinancing shall not be considered consideration or remuneration under this clause (e). When this Agreement is executed and delivered by the Company, Prudential and the Existing Holders, it shall become a binding agreement between the Company, on one hand, and Prudential and each Existing Holder, on the other hand. This Agreement shall also inure to the benefit of each Purchaser which shall have executed and delivered a Confirmation of Acceptance and each such Purchaser shall be bound by this Agreement to the extent provided in such Confirmation of Acceptance. Very truly yours, Modine Manufacturing Company By:/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Title: Vice President, Finance and Chief Financial Officer This Agreement is hereby accepted and agreed to as of the date thereof. By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ Vice President By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ Vice President By: PGIM, Inc. (as Investment Manager) By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ Vice President By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ Assistant Vice President
(1) All payments to Prudential shall be made by wire transfer of immediately available funds for credit to: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇, ▇▇ ABA No.: ▇▇▇▇▇▇▇▇▇ Account Name: PGIM Inc. - PCG Account No.: 304232491
(2) Address for all communications and notices: PGIM, Inc. c/o Prudential Private Capital Two Prudential Plaza ▇▇▇ ▇. ▇▇▇▇▇▇▇ Ave., Suite 5600 Chicago, IL 60601 Attention: Managing Director cc: Vice President and Corporate Counsel
(3) Tax Identification No.: ▇▇-▇▇▇▇▇▇▇ THE PRUDENTIAL INSURANCE COMPANY OF AMERICA $ 100,000,000.00 $ 100,000,000.00
(1) All payments on account of Notes held by such purchaser shall be made by wire transfer of immediately available funds for credit to:
Appears in 1 contract
Sources: Second Amended and Restated Note Purchase and Private Shelf Agreement (Modine Manufacturing Co)
Releases of Subsidiary Guarantors. (a) A Subsidiary Guarantor shall automatically be released from its obligations under the Subsidiary Guaranty upon the consummation of any transaction permitted by this Agreement as a result of which such Subsidiary Guarantor ceases to be a Subsidiary; provided that, if so required by this Agreement, the Required Lenders shall have consented to such transaction and the terms of such consent shall not have provided otherwise. Upon any sale or other disposition (other than any lease or license) by any Loan Party (other than to the Borrower or any Subsidiary) of any Collateral in a transaction permitted under this Agreement, or upon the effectiveness of any written consent to the release of the security interest created under any Collateral Document in any Collateral pursuant to Section 9.02, the security interests in such Collateral created by the Collateral Documents shall be automatically released. In connection with any termination or release pursuant to this Section (including pursuant to clause (b) or (c) below)Section, the Administrative Agent shall (and is hereby irrevocably authorized by each Lender to) execute and deliver to any Loan Party, at such Loan Party’s expense, all documents that such Loan Party shall reasonably request to evidence such termination or release. Any execution and delivery of documents pursuant to this Section shall be without recourse to or warranty by the Administrative Agent.
(b) Further, the Administrative Agent may (and is hereby irrevocably authorized by each Lender to), upon the request of the CompanyBorrower, release any Subsidiary Guarantor from its obligations under the Subsidiary Guaranty if (i) such Subsidiary Guarantor is no longer a Material Domestic Subsidiary or (ii) such release is approved, authorized, or ratified by the requisite Lenders pursuant to Section 9.02Subsidiary.
(c) At such time as the principal and interest on the Loans, all LC Disbursements, the fees, expenses and other amounts payable under the Loan Documents and the other Obligations (other than (i) contingent indemnification or reimbursement Banking Services Obligations, Swap Obligations, and other Obligations expressly stated to survive such payment and termination and (ii) any Specified Ancillary Obligations or other obligations under any Swap Agreement or any Banking Services Agreementtermination) shall have been paid in full in cashfull, the Commitments shall have been terminated and no Letters of Credit shall be outstanding (or any outstanding Letters of Credit shall have been cash collateralized or backstopped pursuant to arrangements reasonably satisfactory to the Administrative Agent) (the foregoing, collectively, the “Final Release Conditions”)outstanding, the Subsidiary Guaranty and the Company’s Guarantee pursuant to Article X and all obligations (other than those expressly stated to survive such termination) of each Subsidiary Guarantor and the Company thereunder shall automatically terminate, all without delivery of any instrument or performance of any act by any Person.
(d) Upon request by the Administrative Agent at any time, the Lenders will confirm in writing the Administrative Agent’s authority to release any particular Subsidiary Guaranty pursuant hereto.
Appears in 1 contract
Releases of Subsidiary Guarantors. (a) A Subsidiary Guarantor shall automatically be released from its obligations under the Subsidiary Guaranty Loan Documents upon the consummation of any transaction permitted by this Agreement as a result of which such Subsidiary Guarantor ceases to be a Subsidiary; provided that, if so required by this Agreement, the Required Lenders shall have consented to such transaction and the terms of such consent shall not have provided otherwise. Upon any sale or other disposition (other than any lease or license) by any Loan Party (other than to the Borrower or any Subsidiary) of any Collateral in a transaction permitted under this Agreement, or upon the effectiveness of any written consent to the release of the security interest created under any Collateral Document in any Collateral pursuant to Section 9.02, the security interests in such Collateral created by the Collateral Documents shall be automatically released. In connection with any termination or release pursuant to this Section (including pursuant to clause (b) or (c) below), the Administrative Agent shall (and is hereby irrevocably authorized by each Lender to) execute and deliver to any Loan Party, at such Loan Party’s expense, all documents that such Loan Party shall reasonably request to evidence such termination or release. Any execution and delivery of documents pursuant to this Section shall be without recourse to or warranty by the Administrative AgentAgent except as may otherwise be expressly agreed in writing by the Administrative Agent and such Loan Party.
(b) Further, the Administrative Agent may (and is hereby irrevocably authorized by each Lender to), upon the request of the CompanyBorrower, release any Subsidiary Guarantor from its obligations under the Subsidiary Guaranty if (i) such Subsidiary Guarantor is no longer a Material Domestic Subsidiary (or, in the case of the UK Material Subsidiary, is no longer a Subsidiary), becomes an Excluded Subsidiary or is otherwise not required pursuant to the terms of this Agreement to be a Subsidiary Guarantor; provided that, in the event less than 100% of the Equity Interests in such Subsidiary is sold, disposed of or otherwise transferred and such entity remains a Subsidiary, release under this Section 9.14(b) shall only be given effect if (x) such sale, disposition or transfer has been consummated for a bona fide business purpose and (y) the applicable transferee shall not be an Affiliate of the Borrower or (ii) such release is approved, authorized, authorized or ratified by the requisite Lenders pursuant to Section 9.02.
(c) At such time as the principal and interest on the Loans, all LC Disbursements, the fees, expenses and other amounts payable under the Loan Documents and the other Secured Obligations (other than (i) contingent indemnification or reimbursement Swap Obligations not yet due and payable, Banking Services Obligations not yet due and payable, Unliquidated Obligations for which no claim has been made and other Obligations expressly stated to survive such payment and termination and (ii) any Specified Ancillary Obligations or other obligations under any Swap Agreement or any Banking Services Agreementtermination) shall have been paid in full in cash, the Commitments shall have been terminated and no Letters of Credit shall be outstanding (or any outstanding Letters of Credit shall all Unliquidated Obligations have been cash collateralized or otherwise backstopped pursuant to arrangements reasonably in a manner satisfactory to the Administrative Agent) Agent (the foregoing, collectively, the “Final Release Conditions”), the Subsidiary Guaranty and the Company’s Guarantee pursuant to Article X and all obligations (other than those expressly stated to survive such termination) of each Subsidiary Guarantor and the Company thereunder shall automatically terminate, all without delivery of any instrument or performance of any act by any Person.
(d) Upon request by the Administrative Agent at any time, the Lenders will confirm in writing the Administrative Agent’s authority to release any particular Subsidiary Guaranty pursuant hereto.
Appears in 1 contract
Releases of Subsidiary Guarantors. (a) A Subsidiary Guarantor (and any other Subsidiary Guarantor that is a parent of such Guarantor, if such parent’s sole assets are the Equity Interests of such Subsidiary Guarantor) shall automatically be released from its obligations under the Subsidiary Guaranty upon the consummation of any transaction permitted by this Agreement as a result of which such Subsidiary Guarantor ceases to be a SubsidiarySubsidiary (as certified in writing delivered to the Administrative Agent by a Responsible Officer of the Borrower); provided that, if so required by this Agreement, the Required Lenders (or such other Lenders as may be required to give consent under Section 11.01) shall have consented to such transaction and the terms of such consent shall not have provided otherwise. In connection with any termination or release pursuant to this Section (including pursuant to clause ; (b) or (c) below), the Administrative Agent shall A Subsidiary Guarantor (and is hereby irrevocably authorized by each Lender to) execute and deliver to any Loan Party, at such Loan Party’s expense, all documents that such Loan Party shall reasonably request to evidence such termination or release. Any execution and delivery of documents pursuant to this Section shall be without recourse to or warranty by the Administrative Agent.
(b) Further, the Administrative Agent may (and is hereby irrevocably authorized by each Lender to), upon the request of the Company, release any other Subsidiary Guarantor that is a parent of such Guarantor, if such parent’s sole assets are the Equity Interests of such Subsidiary Guarantor) shall automatically be released from its obligations under the Subsidiary Guaranty if (i) such Subsidiary Guarantor is no longer becomes an Excluded Subsidiary, ceases to be a Material Domestic Subsidiary or (ii) such the Borrower elects to release is approved, authorized, or ratified by the requisite Lenders pursuant to Section 9.02.
(c) At such a Discretionary Guarantor at any time as the principal and interest on the Loansa result of a single transaction, all LC Disbursementsagreement or arrangement or series of related transactions, the feesagreements or arrangements not prohibited hereunder; provided that, expenses and other amounts payable under the Loan Documents and the other Obligations (other than (i) contingent indemnification or reimbursement Obligations expressly stated to survive such payment and termination and (ii) any Specified Ancillary Obligations or other obligations under any Swap Agreement or any Banking Services Agreement) the Borrower shall have been paid in full in cash, the Commitments shall have been terminated and no Letters of Credit shall be outstanding (or any outstanding Letters of Credit shall have been cash collateralized or backstopped pursuant to arrangements reasonably satisfactory delivered to the Administrative AgentAgent (A) (a certificate signed by a Responsible Officer of the foregoing, collectively, the “Final Release Conditions”), the Subsidiary Guaranty and the Company’s Guarantee pursuant to Article X and all obligations (other than those expressly stated to survive such termination) of each Subsidiary Guarantor and the Company thereunder shall automatically terminate, all without delivery of any instrument or performance of any act by any Person.
(d) Upon request by the Administrative Agent at any time, the Lenders will confirm in writing the Administrative Agent’s authority to release any particular Subsidiary Guaranty pursuant hereto.Borrower certifying that such
Appears in 1 contract
Sources: Credit Agreement (Helen of Troy LTD)