Satisfaction and Discharge of the Indenture. This Indenture shall cease to be of further effect with respect to the Notes except as to (a) rights of registration of transfer and exchange, (b) substitution of mutilated, destroyed, lost or stolen Notes, (c) rights of Noteholders to receive payments of principal thereof and interest thereon, (d) Sections 3.03, 3.04, 3.05, 3.08, 3.12, 3.13, 3.14, 3.17 and 3.23, (e) the rights, obligations and immunities of the Indenture Trustee hereunder (including the rights of the Indenture Trustee under Section 6.06 and the obligations of the Indenture Trustee under Section 4.02) and (f) the rights of Noteholders as beneficiaries hereof with respect to the property so deposited with the Indenture Trustee payable to all or any of them, and the Indenture Trustee, on demand of and at the expense of the Issuer, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to the Notes, when: (i) All Notes theretofore authenticated and delivered (other than (i) Notes that have been destroyed, lost or stolen and that have been replaced or paid as provided in Section 2.05 and (ii) Notes for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Issuer and thereafter repaid to the Issuer or discharged from such trust, as provided in Section 3.03) have been delivered to the Indenture Trustee for cancellation; (ii) The Issuer has paid or caused to be paid all Issuer Obligations; and (iii) the Issuer has delivered to the Indenture Trustee and the Indenture Administrative Agents an Officer’s Certificate, and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been complied with.
Appears in 1 contract
Satisfaction and Discharge of the Indenture. This Indenture shall cease to be of further effect with respect to the Notes except as to (a) rights of registration of transfer and exchangeWhen the principal of, (b) substitution of mutilatedpremium, destroyedif any, lost or stolen Notes, (c) rights of Noteholders to receive payments of principal thereof and interest thereon, (d) Sections 3.03, 3.04, 3.05, 3.08, 3.12, 3.13, 3.14, 3.17 and 3.23, (e) on all the rights, obligations and immunities of the Indenture Trustee hereunder (including the rights of the Indenture Trustee under Section 6.06 and the obligations of the Indenture Trustee under Section 4.02) and (f) the rights of Noteholders as beneficiaries hereof with respect to the property so deposited with the Indenture Trustee payable to all or any of them, and the Indenture Trustee, on demand of and at the expense of the Issuer, Bonds shall execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to the Notes, when:
(i) All Notes theretofore authenticated and delivered (other than (i) Notes that have been destroyed, lost paid in accordance with their terms or stolen and that have provision has been replaced or paid as provided in Section 2.05 and (ii) Notes made for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Issuer and thereafter repaid to the Issuer or discharged from such trustpayment, as provided in Section 3.03) 1302 hereof, and provision shall also have been delivered to made for paying all other sums payable hereunder, including the Indenture Trustee for cancellation;
(ii) The Issuer has paid or caused to be paid all Issuer Obligations; and
(iii) fees and expenses of the Issuer has delivered to the Indenture Trustee and the Paying Agents to the date of retirement of the Bonds and the payment of arbitrage rebate to the United States as required by this Indenture, then the right, title and interest of the Trustee under this Indenture Administrative Agents an Officer’s Certificateshall thereupon cease, determine and be void, and an Opinion thereupon the Trustee shall cancel, discharge and release this Indenture and shall execute, acknowledge and deliver to the Issuer such instruments of Counsel, each stating that all conditions precedent herein provided for relating satisfaction and discharge or release as shall be requisite to evidence such release and the satisfaction and discharge of this Indenture, and shall assign and deliver to the Issuer any property at the time subject to this Indenture which may then be in its possession, except amounts in the Principal and Interest Payment Account required to be paid to the Corporation under Section 603(d) hereof and except funds or securities in which such funds are invested and held by the Trustee for the payment of the principal of, premium, if any, and interest on the Bonds or of arbitrage rebate by the United States.
(b) The Issuer is hereby authorized to accept a certificate by the Trustee that the principal of, premium, if any, and interest due and payable upon all of the Bonds then Outstanding and all amounts required to be paid to the United States have been complied withpaid or such payment provided for in accordance with Section 1302 hereof as evidence of satisfaction of this Indenture, and upon receipt thereof shall cancel and erase the inscription of this Indenture from its records.
Appears in 1 contract
Sources: Trust Indenture (Elecsys Corp)
Satisfaction and Discharge of the Indenture. This Indenture shall cease to be of further effect with respect to When the Notes except as to (a) rights of registration of transfer and exchangeprincipal of, (b) substitution of mutilatedpremium, destroyedif any, lost or stolen Notes, (c) rights of Noteholders to receive payments of principal thereof and interest thereon, (d) Sections 3.03, 3.04, 3.05, 3.08, 3.12, 3.13, 3.14, 3.17 and 3.23, (e) the rights, obligations and immunities of the Indenture Trustee hereunder (including the rights of the Indenture Trustee under Section 6.06 and the obligations of the Indenture Trustee under Section 4.02) and (f) the rights of Noteholders as beneficiaries hereof with respect to the property so deposited with the Indenture Trustee payable to on all or any of them, and the Indenture Trustee, on demand of and at the expense of the Issuer, Bonds shall execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to the Notes, when:
(i) All Notes theretofore authenticated and delivered (other than (i) Notes that have been destroyed, lost paid in accordance with their terms or stolen and that have provision has been replaced or paid as provided in Section 2.05 and (ii) Notes made for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Issuer and thereafter repaid to the Issuer or discharged from such trustpayment, as provided in Section 3.03) 13.02 hereof, and provision shall also have been delivered to made for paying all other sums payable hereunder, including the Indenture Trustee for cancellation;
(ii) The Issuer has paid or caused to be paid all Issuer Obligations; and
(iii) fees and expenses of the Issuer has delivered to the Indenture Trustee and the Paying Agents to the date of retirement of the Bonds, then the duties of the Trustee under this Indenture Administrative Agents an Officer’s Certificateshall cease. Thereupon the Trustee shall discharge and release this Indenture and shall execute, acknowledge and an Opinion deliver to the Issuer such instruments of Counsel, each stating that all conditions precedent herein provided for relating satisfaction and discharge or release as shall be requisite to evidence such release and the satisfaction and discharge of this Indenture, and shall assign and deliver to the Issuer any property at the time subject to this Indenture have been complied withwhich may then be in its possession, except amounts in the Principal and Interest Payment Account required to be paid to the Company under Section 6.03(d) hereof and except funds or securities in which such funds are invested and held by the Trustee for the payment of the principal of, premium, if any, and interest on the Bonds. The Issuer is hereby authorized to accept a certificate by the Trustee that the principal of, premium, if any, and interest due and payable upon all of the Bonds then Outstanding or such payment provided for in accordance with Section 13.02 hereof as evidence of satisfaction of this Indenture, and upon receipt thereof shall deem this Indenture discharged.
Appears in 1 contract
Sources: Trust Indenture
Satisfaction and Discharge of the Indenture. This Indenture shall cease to be of further effect with respect to the Notes except as to (a) rights of registration of transfer and exchangeWhen the principal of, (b) substitution of mutilatedpremium, destroyedif any, lost or stolen Notes, (c) rights of Noteholders to receive payments of principal thereof and interest thereon, (d) Sections 3.03, 3.04, 3.05, 3.08, 3.12, 3.13, 3.14, 3.17 and 3.23, (e) the rights, obligations and immunities of the Indenture Trustee hereunder (including the rights of the Indenture Trustee under Section 6.06 and the obligations of the Indenture Trustee under Section 4.02) and (f) the rights of Noteholders as beneficiaries hereof with respect to the property so deposited with the Indenture Trustee payable to on all or any of them, and the Indenture Trustee, on demand of and at the expense of the Issuer, Bonds shall execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to the Notes, when:
(i) All Notes theretofore authenticated and delivered (other than (i) Notes that have been destroyed, lost paid in accordance with their terms or stolen and that have provision has been replaced or paid as provided in Section 2.05 and (ii) Notes made for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Issuer and thereafter repaid to the Issuer or discharged from such trustpayment, as provided in Section 3.03) 13.02 hereof, and provision shall also have been delivered to made for paying all other sums payable hereunder, including the Indenture Trustee for cancellation;
(ii) The Issuer has paid or caused to be paid all Issuer Obligations; and
(iii) fees and expenses of the Issuer has delivered to the Indenture Trustee and the Paying Agents to the date of retirement of the Bonds, then the duties of the Trustee under this Indenture Administrative Agents an Officer’s Certificateshall cease. Thereupon the Trustee shall discharge and release this Indenture and shall execute, acknowledge and an Opinion deliver to the Issuer such instruments of Counsel, each stating that all conditions precedent herein provided for relating satisfaction and discharge or release as shall be requisite to evidence such release and the satisfaction and discharge of this Indenture, and shall assign and deliver to the Issuer any property at the time subject to this Indenture have been complied withwhich may then be in its possession, except amounts in the Principal and Interest Payment Account required to be paid to the Company under Section 6.03 hereof and except funds or securities in which such funds are invested and held by the Trustee for the payment of the principal of, premium, if any, and interest on the Bonds.
(b) The Issuer is hereby authorized to accept a certificate by the Trustee that the principal of, premium, if any, and interest due and payable upon all of the Bonds then Outstanding or such payment provided for in accordance with Section 13.02 hereof as evidence of satisfaction of this Indenture, and upon receipt thereof shall deem this Indenture discharged.
Appears in 1 contract
Sources: Trust Indenture
Satisfaction and Discharge of the Indenture. (a) This Indenture shall cease to be of further effect with respect to the Notes except as to (a) rights of registration of transfer and exchange, (b) substitution of mutilated, destroyed, lost or stolen Notes, (c) rights of Noteholders to receive payments of principal thereof and interest thereon, (d) Sections 3.03, 3.04, 3.05, 3.08, 3.12, 3.13, 3.14, 3.17 and 3.23, (e) the rights, obligations and immunities of the Indenture Trustee hereunder (including the rights of the Indenture Trustee under Section 6.06 and the obligations of the Indenture Trustee under Section 4.02) and (f) the rights of Noteholders as beneficiaries hereof with respect to the property so deposited with the Indenture Trustee payable to all or any of them, and the Indenture Trustee, on demand of and at the expense of the Issuer, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to the Notes, when:
if either: (i) All all outstanding Notes theretofore authenticated and delivered (other than (i) Notes that have been destroyed, lost or stolen and that have been replaced or paid as provided in pursuant to Section 2.05 and (ii) Notes for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Issuer and thereafter repaid to the Issuer or discharged from such trust, as provided in Section 3.032.07) have been delivered to the Indenture Trustee for cancellationcancellation or (ii) all outstanding Notes have become due and payable on the Maturity Date or upon repurchase Table of Contents pursuant to Article 3, and the Company irrevocably deposits, prior to the applicable date on which such payment is due and payable, with the Trustee or the Paying Agent (if the Paying Agent is not the Company or any of its Affiliates) Cash, and, if applicable as herein provided and in accordance herewith, such other consideration, sufficient to pay all amounts due and owing on all outstanding Notes (other than Notes replaced pursuant to Section 2.07) on the Maturity Date or the Fundamental Change Purchase Date, as the case may be; provided that, in either case, the Company pays to the Trustee all other sums payable hereunder by the Company.
(b) The Company may exercise its satisfaction and discharge option with respect to the Notes only if:
(i) no Default or Event of Default with respect to the Notes shall exist on the date of such deposit;
(ii) The Issuer has paid such deposit shall not result in a breach or caused violation of, or constitute a Default or Event of Default under, this Indenture or any other agreement or instrument to be paid all Issuer Obligationswhich the Company is a party or by which it is bound; and
(iii) the Issuer Company has delivered to the Indenture Trustee and the Indenture Administrative Agents an Officer’s Certificate, Officers’ Certificate and an Opinion of CounselCounsel (which may rely upon such Officers’ Certificate as to the absence of Defaults and Events of Default and as to any factual matters), each stating that all conditions precedent herein provided for herein relating to the satisfaction and discharge of this Indenture have been complied with. Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the Company to the Trustee under Section 7.07 shall survive and, if money shall have been deposited with the Trustee pursuant to clause (a) of this Section, the provisions of Section 2.03, Section 2.04, Section 2.05, Section 2.06, Section 2.07, Section 2.14, Section 3.01, Article 5, Article 10 and this Article 8, shall survive and the Company shall be required to make all payments and deliveries required by such Sections or Articles, as the case may be, irrespective of any prior satisfaction and discharge until the Notes have been paid in full.
Appears in 1 contract
Satisfaction and Discharge of the Indenture. This Indenture shall cease to be of further effect with respect to the Notes except as to (a) rights of registration of transfer and exchange, (b) substitution of mutilated, destroyed, lost or stolen Notes, (c) rights of Noteholders to receive payments of principal thereof and interest thereon, (d) Sections 3.03, 3.04, 3.05, 3.08, 3.12, 3.13, 3.14, 3.17 and 3.23, (e) the rights, obligations and immunities of the Indenture Trustee hereunder (including the rights of the Indenture Trustee under Section 6.06 and the obligations of the Indenture Trustee under Section 4.02) and (f) the rights of Noteholders as beneficiaries hereof with respect to the property so deposited with the Indenture Trustee payable to all or any of them, and the Indenture Trustee, on demand of and at the expense of the Issuer, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to the Notes, when:
When (i) All Notes theretofore authenticated and delivered (other than (i) Notes that have been destroyed, lost or stolen and that have been replaced or all of the Bonds are deemed to be paid as provided in Section 2.05 and 1202, (ii) Notes provision has been made for whose payment money paying all other sums payable hereunder, including the reasonable fees and expenses of the Trustee, the Issuer, the Paying Agent, the Bond Registrar, the Remarketing Agent and the Tender Agent to the date of retirement of the Bonds, and (iii) provision has theretofore been deposited made for paying all obligations owed to the Letter of Credit Provider under the Letter of Credit Provider Documents, then the right, title and interest of the Trustee in trust or segregated respect hereof shall thereupon cease, determine and held in trust by be void. Thereupon, the Issuer Trustee shall cancel, discharge and thereafter repaid release the lien of this Indenture and shall execute, acknowledge and deliver to the Issuer such instruments of satisfaction and discharge or discharged from release as shall be necessary to evidence such trust, as provided in Section 3.03) have been delivered to the Indenture Trustee for cancellation;
(ii) The Issuer has paid or caused to be paid all Issuer Obligations; and
(iii) the Issuer has delivered to the Indenture Trustee release and the Indenture Administrative Agents an Officer’s Certificate, and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of the lien of this Indenture, and shall assign and deliver to the Issuer any property and revenues at the time subject to this Indenture that may then be in its possession, except amounts in the Bond Funds required to be paid to the Letter of Credit Provider and the Lessee under Section 507 and except funds or securities held by the Trustee for the payment of the principal of and redemption premium, if any, and interest on the Bonds or the purchase price of any Undelivered Bonds.
(b) The Issuer is hereby authorized to accept a certificate by the Trustee that all amounts payable under clauses (a)(i), (ii) and (iii) have been complied withpaid or such payment has been provided for in accordance with Section 1202 as evidence of satisfaction of this Indenture.
Appears in 1 contract
Sources: Trust Indenture (Labone Inc)
Satisfaction and Discharge of the Indenture. This Indenture shall cease to be of further effect with respect to the Notes (except as to (a) any surviving rights of registration of transfer and exchange, (b) substitution or exchange of mutilated, destroyed, lost or stolen Notes, (c) rights of Noteholders to receive payments of principal thereof and interest thereon, (d) Sections 3.03, 3.04, 3.05, 3.08, 3.12, 3.13, 3.14, 3.17 and 3.23, (e) the rights, obligations and immunities of the Indenture Trustee hereunder (including the rights of the Indenture Trustee under Section 6.06 and the obligations of the Indenture Trustee under Section 4.02) and (f) the rights of Noteholders as beneficiaries hereof with respect to the property so deposited with the Indenture Trustee payable to all or any of themSecurities herein expressly provided for), and the Indenture Trustee, on demand of and at the expense of the IssuerCompany, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to the NotesIndenture, when:
(a) either
(i) All Notes all Securities theretofore authenticated and delivered (other than (i) Notes Securities that have been destroyed, lost or stolen and that which have been replaced or paid as provided in Section 2.05 and (ii) Notes for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Issuer and thereafter repaid to the Issuer or discharged from such trust, as provided in Section 3.032.7) have been delivered to the Indenture Trustee for cancellation;; or
(ii) The Issuer all such Securities not theretofore delivered to the Trustee for cancellation have become due and payable or shall become due and payable within one year, in each case whether at the Final Maturity Date or with respect to any Fundamental Change Purchase Date or by delivery of a Conversion Notice or otherwise, and the Company deposits with the Paying Agent or Conversion Agent, as the case may be, cash or a combination of cash and Common Stock, as applicable, sufficient to pay all amounts due and owing on all outstanding Securities (other than Securities replaced pursuant to Section 2.7);
(b) the Company has paid or caused to be paid all Issuer Obligationsother sums payable hereunder by the Company; and
(iiic) the Issuer Company has delivered to the Indenture Trustee and the Indenture Administrative Agents an Officer’s Certificate, Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been complied with. Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the Company as to conversion of the Securities under Article 6 of this Indenture and to the Trustee under Section 10.6 and, if money shall have been deposited with the Trustee pursuant to Section 13.1(a)(ii), the obligations of the Trustee under Section 13.2 shall survive.
Appears in 1 contract
Sources: Indenture (Rambus Inc)
Satisfaction and Discharge of the Indenture. This Indenture shall cease to be of further effect with respect to the Notes except as to (a) rights of registration of transfer and exchange, (b) substitution of mutilated, destroyed, lost or stolen Notes, (c) rights of Noteholders to receive payments of principal thereof and interest thereon, (d) Sections 3.01(a), 3.02, 3.03, 3.04, 3.05, 3.08, 3.12, 3.13, 3.14, 3.17 3.14 and 3.233.15, (e) the rights, obligations and immunities of the Indenture Trustee hereunder (including the rights of the Indenture Trustee under Section 6.06 7.07 and the obligations of the Indenture Trustee under Section 4.0213.02) and (f) the rights of Noteholders as beneficiaries hereof with respect to the property so deposited with the Indenture Trustee payable to all or any of them, and the Indenture Trustee, on demand of and at the expense of the IssuerOwner Trustee, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to the Notes, when:
(i) All either:
(A) all Notes theretofore authenticated and delivered (other than (i1) Notes that have been destroyed, lost or stolen and that have been replaced or paid as provided in Section 2.05 2.08 and (ii2) Notes for whose which payment money has theretofore been deposited in trust or segregated and held in trust by the Issuer Owner Trustee and thereafter repaid to the Issuer Owner Trustee or discharged from such trust, as provided in Section 3.03) have been delivered to the Indenture Trustee for cancellation; or
(B) all Notes not theretofore delivered to the Indenture Trustee for cancellation:
(1) have become due and payable;
(2) will become due and payable at the Final Scheduled Distribution Date within one year; or
(3) are to be called for redemption within one year under arrangements satisfactory to the Indenture Trustee for the giving of notice of redemption by the Indenture Trustee in the name, and at the expense, of Owner Trustee; and Owner Trustee, in the case of clauses (1), (2) or (3), has irrevocably deposited or caused to be irrevocably deposited with the Indenture Trustee cash or direct obligations of or obligations guaranteed by the United States of America (which 115 125 will mature prior to the date such amounts are payable), in trust for such purpose, in an amount sufficient to pay and discharge the entire indebtedness on such Notes not theretofore delivered to the Indenture Trustee for cancellation when due to the Final Scheduled Distribution Date or Redemption Date (if Notes shall have been called for redemption pursuant to Section 6.01(a) or 6.02), as the case may be;
(ii) The Issuer Owner Trustee has paid or caused to be paid all Issuer Obligationsother sums payable hereunder by the Trust, including all amounts owing to the Note Insurer; and
(iii) the Issuer Owner Trustee has delivered to the Indenture Trustee and the Indenture Administrative Agents an Officer’s 's Certificate, and an Opinion of CounselCounsel and (if required by the TIA or the Indenture Trustee) an Independent Certificate from a firm of certified public accountants, each meeting the applicable requirements of Section 14.01(a) and each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been complied with.
Appears in 1 contract