Termination of Guarantees and Security Interests Clause Samples

The 'Termination of Guarantees and Security Interests' clause defines the conditions under which any guarantees or security interests provided under an agreement will come to an end. Typically, this clause specifies that once all obligations or debts secured by the guarantee or security interest have been fully satisfied or discharged, the related guarantees and security interests are released. For example, if a loan is repaid in full, any collateral or third-party guarantees associated with that loan would be terminated. The core function of this clause is to ensure that parties are no longer bound by security arrangements or guarantees once their underlying purpose has been fulfilled, thereby providing clarity and finality to the parties involved.
Termination of Guarantees and Security Interests. Stockholder shall have delivered to Buyer evidence of the release and termination of (i) the guarantees by the Company and its Subsidiaries of indebtedness under (x) the Credit Agreement and (y) the Indenture dated as of May 2, 2008 among Parent, Macrovision Corporation, the Guarantors named therein, and The Bank of New York Trust Company, N.A., as trustee, and the 11% Senior Notes due 2013 and (ii) the liens and security interests against and in the Equity Interests and the assets of the Company and its Subsidiaries securing the guarantees referred to in the foregoing clause (i)(x).
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Termination of Guarantees and Security Interests. Seller shall have delivered to Buyer evidence of the release and termination of the liens and security interests against and in the Units and the assets of the Company and its Subsidiaries securing the guarantees by the Company and its Subsidiaries of indebtedness under the agreements listed in Section 4.2 of the Disclosure Schedule; it being acknowledged that U.S. liens securing Seller’s obligations under the Credit Agreement will be released and terminated at the time of Closing, foreign liens set forth in Section 2.1 of the Disclosure Schedule may not be released and terminated by the Closing and that evidence of such release and termination for all liens will not be provided until after the Closing.
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Related to Termination of Guarantees and Security Interests

  • Releases of Guarantees and Liens (a) Notwithstanding anything to the contrary contained herein or in any other Credit Document, the Collateral Agent is hereby irrevocably authorized by each Secured Party (without requirement of notice to or consent of any Secured Party except as expressly required by Section 13.01) to take, and shall take, any action requested by the Borrower having the effect of releasing any Collateral or Guarantee Obligations (i) to the extent necessary to permit consummation of any transaction not prohibited by any Credit Document or that has been consented to in accordance with Section 13.01 or (ii) under the circumstances described in paragraph (b) below. (b) At such time as (A) (i) the Loans and the other Obligations (other than Unasserted Contingent Obligations) shall have been paid in full and (ii) the Commitments have been terminated or (B) any item of Collateral (including, without limitation, as a result of a Disposition of a Subsidiary that owns Collateral) is subject to a Disposition permitted under this Agreement, such Collateral shall automatically be released from the Liens and security interests created by the Security Documents, and the Security Documents and, with respect to the happening of the event described in clauses (A)(i) and (ii), all obligations (other than those expressly stated to survive such termination) of the Collateral Agent and each Credit Party under the Security Documents shall terminate, all without delivery of any instrument or performance of any act by any Person. (c) Upon request by the Collateral Agent at any time, the Required Lenders will confirm in writing the Collateral Agent’s authority to release its interest in particular types or items of property, or to release any Guarantee Obligations pursuant to this Section 13.19. In each case as specified in this Section 13.19, the Collateral Agent will (and each Lender irrevocably authorizes the Collateral Agent to), at the Borrower’s expense, execute and deliver to the applicable Credit Party such documents as such Credit Party may reasonably request to evidence the release of such item of Collateral or Guarantee Obligation from the assignment and security interest granted under the Security Documents, in each case in accordance with the terms of the Credit Documents and this Section 13.19.

  • Legal validity; effective Security Interests The Finance Documents to which the Borrower is a party, do now or, as the case may be, will, upon execution and delivery (and, where applicable, registration as provided for in the Finance Documents): (a) constitute the Borrower’s legal, valid and binding obligations enforceable against the Borrower in accordance with their respective terms; and (b) create legal, valid and binding Security Interests enforceable in accordance with their respective terms over all the assets to which they, by their terms, relate, subject to any relevant insolvency laws affecting creditors’ rights generally.

  • Subordination of Guarantees ANTI-LAYERING. No Guarantor shall incur, create, issue, assume, guarantee or otherwise become liable for any Indebtedness that is subordinate or junior in right of payment to any Senior Debt of a Guarantor and senior in any respect in right of payment to any of the Guarantees. Notwithstanding the foregoing sentence, the Guarantee of each Guarantor shall be subordinated to the prior payment in full of all Senior Debt of that Guarantor (in the same manner and to the same extent that the Securities are subordinated to Senior Debt), which shall include all guarantees of Senior Debt.

  • Reaffirmation of Guaranties The Credit Parties signatory hereto hereby reaffirm their Guaranties of the Obligations, taking into account the provisions of this Amendment.

  • Subordination of Guarantee The guarantee and other liabilities and obligations of the Depositor under this Agreement shall constitute unsecured obligations of the Depositor and shall rank subordinate and junior in right of payment to all Senior Indebtedness (as defined in the Indenture) of the Depositor to the extent and in the manner set forth in the Indenture with respect to the Debentures, and the provisions of Article XIII of the Indenture will apply, mutatis mutandis, to the obligations of the Depositor hereunder. The obligations of the Depositor hereunder do not constitute Senior Indebtedness (as defined in the Indenture) of the Depositor.