Common use of Releases of Subsidiary Guarantors Clause in Contracts

Releases of Subsidiary Guarantors. (a) A Subsidiary Guarantor will be deemed automatically and unconditionally released and discharged from all of its obligations under its Guarantee without any further action on the part of the Trustee or any Holder of the Notes: (1) in connection with any sale or other disposition of (i) all of the Capital Stock of such Subsidiary Guarantor or (ii) all or substantially all of the properties or assets of such Subsidiary Guarantor (including by way of merger or consolidation), in each case to one or more Persons that are not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary, if the sale or other disposition, as applicable, does not violate Section 4.11; (2) if such Subsidiary Guarantor is a Restricted Subsidiary, the Company properly designates such Subsidiary Guarantor as an Unrestricted Subsidiary or the Subsidiary no longer meets the definition of Restricted Subsidiary; (3) if the Guarantee was required pursuant to the terms of Section 4.13, the release or discharge of the guarantee that required such Guarantee (except a release or discharge by or as a result of payment under such Guarantee); (4) upon a satisfaction and discharge or a legal or covenant defeasance of the Notes in accordance with Article Eight or Article Eleven; or (5) upon the liquidation or dissolution of such Subsidiary Guarantor. (b) Any Subsidiary Guarantor not released from its obligations under its Guarantee shall remain liable for the full amount of principal of, premium, if any, and interest on the Notes and for the other obligations of any Subsidiary Guarantor under this Indenture as provided in this Article Ten.

Appears in 5 contracts

Sources: Indenture (SM Energy Co), Indenture (SM Energy Co), Indenture (SM Energy Co)

Releases of Subsidiary Guarantors. (a) A Subsidiary Guarantor will be deemed automatically and unconditionally released and discharged from all of its obligations under its Guarantee without any further action on the part of the Trustee or any Holder of the Notes: (1) in connection with any sale the event that a Subsidiary Guarantor is sold or other disposition disposed of (i) all whether by merger, consolidation, the sale of the its Capital Stock or the sale of such Subsidiary Guarantor or (ii) all or substantially all of its assets (other than by lease)) and whether or not the properties or assets of such Subsidiary Guarantor (including by way of merger or consolidation), is the surviving entity in each case such transaction to one or more Persons that are a Person which is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary, Subsidiary of the Company if the sale or other disposition, as applicable, disposition does not violate Section 4.11;4.13. (2) if such Subsidiary Guarantor is a Restricted Subsidiary, the Company properly designates such Subsidiary Guarantor as an Unrestricted Subsidiary and such designation complies with the other applicable provisions of this Indenture or if the Subsidiary Guarantor no longer meets the definition of Restricted Subsidiary; (3) if the Guarantee was required pursuant such Subsidiary Guarantor ceases to the terms of Section 4.13, the release or discharge guarantee any other Indebtedness of the guarantee that required such Guarantee (except Company or a release or discharge by or as Subsidiary Guarantor under a result Credit Facility, and is not a borrower under the First Lien Credit Agreement, provided no Event of payment under such Guarantee);Default has occurred and is continuing; or (4) upon a satisfaction and discharge or a legal or covenant defeasance of the Notes in accordance with Article Eight or Article Eleven; or (5) upon the liquidation or dissolution of such Subsidiary GuarantorTwelve. (b) Any Subsidiary Guarantor not released from its obligations under its Guarantee shall remain liable for the full amount of principal of, premium, if any, and interest on the Notes and for the other obligations of any Subsidiary Guarantor under this Indenture as provided in this Article Ten.

Appears in 4 contracts

Sources: Indenture (Goodrich Petroleum Corp), Supplemental Indenture (Goodrich Petroleum Corp), Indenture (Goodrich Petroleum Corp)

Releases of Subsidiary Guarantors. (a) A Subsidiary Guarantor will be deemed automatically and unconditionally released and discharged from all of its obligations under its Guarantee without any further action on the part of the Trustee or any Holder of the Notes: (1) in connection with any sale or other disposition of (i) all of the Capital Stock of such Subsidiary Guarantor or (ii) all or substantially all of the properties or assets of such Subsidiary Guarantor (including by way of merger or consolidation), in each case to one or more Persons that are not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary, if the sale or other disposition, as applicable, does not violate Section 4.115.11; (2) if such Subsidiary Guarantor is a Restricted Subsidiary, the Company properly designates such Subsidiary Guarantor as an Unrestricted Subsidiary or the Subsidiary no longer meets the definition of Restricted Subsidiary; (3) if the Guarantee was required pursuant to the terms of Section 4.135.13, the release or discharge of the guarantee that required such Guarantee (except a release or discharge by or as a result of payment under such Guarantee); (4) upon a satisfaction and discharge or a legal or covenant defeasance of the Notes in accordance with Article Eight Nine or Article ElevenTwelve; or (5) upon the liquidation or dissolution of such Subsidiary Guarantor. (b) Any Subsidiary Guarantor not released from its obligations under its Guarantee shall remain liable for the full amount of principal of, premium, if any, and interest on the Notes and for the other obligations of any Subsidiary Guarantor under this Indenture as provided in this Article TenEleven.

Appears in 4 contracts

Sources: Fifth Supplemental Indenture (SM Energy Co), Indenture (SM Energy Co), Fourth Supplemental Indenture (SM Energy Co)

Releases of Subsidiary Guarantors. (a) A Subsidiary Guarantor will be deemed automatically and unconditionally released and discharged from all of its obligations under its Guarantee without any further action on the part of the Trustee or any Holder of the Notes: (1) in connection with any sale the event that a Subsidiary Guarantor is sold or other disposition disposed of (i) all whether by merger, consolidation, the sale of the its Capital Stock or the sale of such Subsidiary Guarantor or (ii) all or substantially all of its assets (other than by lease)) and whether or not the properties or assets of such Subsidiary Guarantor (including by way of merger or consolidation), is the surviving entity in each case such transaction to one or more Persons that are a Person which is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary, Subsidiary of the Company if the sale or other disposition, as applicable, disposition does not violate Section 4.11;7.26. (2) if such Subsidiary Guarantor is a Restricted Subsidiary, the Company properly designates such Subsidiary Guarantor as an Unrestricted Subsidiary and such designation complies with the other applicable provisions of this Indenture or if the Subsidiary Guarantor no longer meets the definition of Restricted Subsidiary; (3) if the Guarantee was required pursuant such Subsidiary Guarantor ceases to the terms of Section 4.13, the release or discharge guarantee any other Indebtedness of the guarantee Company or a Subsidiary Guarantor under a Credit Facility, and is not a borrower under the First Lien Credit Agreement; provided, however that required such Guarantee (except a release or discharge by or as a result no Event of payment under such Guarantee);Default has occurred and is continuing; or (4) upon a satisfaction and discharge or a legal or covenant defeasance of the Notes in accordance with Article Eight Eleven or Article Eleven; or (5) upon the liquidation or dissolution of such Subsidiary GuarantorFifteen. (b) Any Subsidiary Guarantor not released from its obligations under its Guarantee shall remain liable for the full amount of principal of, premium, if any, and interest on the Notes and for the other obligations of any Subsidiary Guarantor under this Indenture as provided in this Article TenThirteen.

Appears in 4 contracts

Sources: Indenture (Goodrich Petroleum Corp), Indenture (Goodrich Petroleum Corp), Note Purchase Agreement (Goodrich Petroleum Corp)

Releases of Subsidiary Guarantors. (a) A Subsidiary Guarantor will be deemed automatically and unconditionally released and discharged from all of its obligations under its Guarantee without any further action on the part of the Trustee or any Holder of the Notes: (1) in connection with any sale the event that a Subsidiary Guarantor is sold or other disposition disposed of (i) all whether by merger, consolidation, the sale of the its Capital Stock or the sale of such Subsidiary Guarantor or (ii) all or substantially all of its assets (other than by lease)) and whether or not the properties or assets of such Subsidiary Guarantor (including by way of merger or consolidation), is the surviving entity in each case such transaction to one or more Persons that are a Person which is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary, Subsidiary of the Company if the sale or other disposition, as applicable, disposition does not violate Section 4.11;. (2) if such Subsidiary Guarantor is a Restricted Subsidiary, the Company properly designates such Subsidiary Guarantor as an Unrestricted Subsidiary and such designation complies with the other applicable provisions of this Indenture or if the Subsidiary Guarantor no longer meets the definition of Restricted Subsidiary; (3) if the Guarantee was required pursuant such Subsidiary Guarantor ceases to the terms of Section 4.13, the release or discharge guarantee any other Indebtedness of the guarantee that required such Guarantee (except Company or a release or discharge by or as Subsidiary Guarantor under a result Credit Facility, and is not a borrower under the Senior Secured Credit Agreement, provided no Event of payment under such Guarantee);Default has occurred and is continuing; or (4) upon a satisfaction and discharge or a legal or covenant defeasance of the Notes in accordance with Article Eight or Article Eleven; or (5) upon the liquidation or dissolution of such Subsidiary Guarantor. (b) Any Subsidiary Guarantor not released from its obligations under its Guarantee shall remain liable for the full amount of principal of, premium, if any, and interest on the Notes and for the other obligations of any Subsidiary Guarantor under this Indenture as provided in this Article Ten.

Appears in 1 contract

Sources: Indenture (Goodrich Petroleum Corp)

Releases of Subsidiary Guarantors. (a) A Subsidiary Guarantor will be deemed automatically and unconditionally released and discharged from all of its obligations under its Guarantee without any further action on the part of the Trustee or any Holder of the Notes: (1) in connection with any sale or other disposition of (i) all of the Capital Stock of such Subsidiary Guarantor or (ii) all or substantially all of the properties or assets of such Subsidiary Guarantor (including by way of merger or consolidation), in each case to one or more Persons that are not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary, if the sale or other disposition, as applicable, does not violate Section 4.11; (2) if such Subsidiary Guarantor is a Restricted Subsidiary, the Company properly designates such Subsidiary Guarantor as an Unrestricted Subsidiary or the Subsidiary no longer meets the definition of Restricted Subsidiary; (3) if the Guarantee was required pursuant to the terms of Section 4.13, the release or discharge of the guarantee that required such Guarantee (except a release or discharge by or as a result of payment under such Guarantee); (4) upon a satisfaction and discharge or a legal or covenant defeasance of the Notes of a series in accordance with Article Eight or Article Eleven; or (5) upon the liquidation or dissolution of such Subsidiary Guarantor. (b) Any Subsidiary Guarantor not released from its obligations under its Guarantee shall remain liable for the full amount of principal of, premium, if any, and interest on the applicable series of Notes and for the other obligations of any Subsidiary Guarantor under this Indenture as provided in this Article Ten.

Appears in 1 contract

Sources: Indenture (SM Energy Co)