Common use of Termination or Release Clause in Contracts

Termination or Release. (a) Subject to the reinstatement provisions of Section 5, the guarantee of a Guarantor hereunder shall be automatically terminated when all Obligations guaranteed by such Guarantor have been paid in full and the Lenders have no further commitment under the Credit Agreement to lend to, or accept and purchase B/As issued by, any Borrower whose Obligations are guaranteed by such Guarantor hereunder. Subject to the reinstatement provisions of Section 5, this Agreement shall terminate when all the Obligations have been paid in full and the Lenders have no further commitment to lend or accept and purchase B/As under the Credit Agreement. (b) A Guarantor shall automatically be released from its obligations hereunder upon the consummation of any transaction permitted by the Credit Agreement as a result of which such Guarantor ceases to be a Subsidiary of the Company; provided that the Required Lenders shall have consented to such transaction (to the extent required by the Credit Agreement) and the terms of such consent did not provide otherwise. (c) In connection with any termination or release pursuant to paragraphs (a) or (b), the Administrative Agent shall execute and deliver to any Guarantor, at such Guarantor's expense, all documents that such Guarantor shall reasonably request to evidence such termination or release. Any execution and delivery of documents pursuant to this Section 20 shall be without recourse to or warranty by the Administrative Agent.

Appears in 5 contracts

Sources: Credit Agreement (Molson Coors Brewing Co), Credit Agreement (Molson Coors Brewing Co), Subsidiary Guarantee Agreement (Molson Coors Brewing Co)

Termination or Release. (a) Subject This Agreement and the Guarantees made herein shall terminate with respect to the reinstatement provisions of Section 5, the guarantee of a Guarantor hereunder shall be automatically terminated when all Obligations guaranteed by such Guarantor have been paid in full and the Lenders have no further commitment under the Credit Agreement to lend to, or accept and purchase B/As issued by, any Borrower whose Obligations are guaranteed by such Guarantor hereunder. Subject to the reinstatement provisions of Section 5, this Agreement shall terminate when all the outstanding Obligations under the Loan Documents (other than (x) obligations under Secured Hedge Agreements not yet due and payable, (y) Cash Management Obligations and (z) contingent indemnification obligations) have been paid in full and the Lenders have no further commitment to lend under the Credit Agreement, the L/C Obligations have been reduced to zero (unless cash collateral or accept other credit support satisfactory to the L/C Issuer thereof in its sole discretion has been provided) and purchase Bthe L/As C Issuers have no further obligations to issue Letters of Credit under the Credit Agreement. (b) A Guarantor Subsidiary Party shall automatically be released from its obligations hereunder upon the consummation of any transaction permitted by the Credit Agreement as a result of which such Guarantor Subsidiary Party ceases to be a Subsidiary of the CompanyBorrower or becomes an Excluded Subsidiary; provided that the Required Lenders shall have consented to such transaction (to the extent required by the Credit Agreement) and the terms of such consent did not provide otherwise. (c) In connection with any termination or release pursuant to paragraphs paragraph (a) or (b), the Administrative Agent shall execute and deliver to any Guarantor, at such Guarantor's ’s expense, all documents that such Guarantor shall reasonably request to evidence such termination or release. Any execution and delivery of documents pursuant to this Section 20 4.13 shall be without recourse to or warranty by the Administrative Agent.

Appears in 5 contracts

Sources: Credit Agreement (West Corp), Credit Agreement (West Customer Management Group, LLC), Guarantee Agreement (West Corp)

Termination or Release. (a) Subject to the reinstatement provisions of Section 5, the guarantee of a Guarantor hereunder shall be automatically terminated when all Obligations guaranteed by such Guarantor have been paid in full This Agreement and the Lenders have no further commitment under the Credit Agreement to lend to, or accept and purchase B/As issued by, any Borrower whose Obligations are guaranteed by such Guarantor hereunder. Subject to the reinstatement provisions of Section 5, this Agreement guarantees hereunder shall terminate when all the Foreign Credit Agreement Obligations have been indefeasibly paid in full in cash and the Lenders have no further commitment to lend to either Foreign Borrower or purchase and accept and purchase B/As under the Credit Agreement. (b) A Foreign Subsidiary Guarantor shall automatically be released from its obligations hereunder (i) upon the consummation designation by the US Borrower of any transaction such Foreign Subsidiary Guarantor as an Unrestricted Subsidiary, provided that such designation was permitted by the Credit Agreement as Agreement, and (ii) in the event that all the capital stock of such Foreign Subsidiary Guarantor shall be sold, transferred or otherwise disposed of to a result of which such Guarantor ceases to be Person that is not Holdings or a Subsidiary of Holdings in accordance with the Company; terms of the Credit Agreement, provided that the Required Lenders shall have consented to such transaction sale, transfer or other disposition (to the extent required by the Credit Agreement) and the terms of such consent did not provide otherwise. (c) In connection with any termination or release pursuant to paragraphs paragraph (a) or (b)) of this Section 4.13, the Administrative Collateral Agent shall execute and deliver to any Guarantor, Foreign Guarantor at such Foreign Guarantor's expense, ’s expense all documents that such Foreign Guarantor shall reasonably request to evidence such termination or release. Any execution and delivery of documents pursuant to this Section 20 4.13 shall be without recourse to or warranty by the Administrative Collateral Agent.

Appears in 4 contracts

Sources: Credit Agreement (Compass Minerals International Inc), Credit Agreement (Compass Minerals International Inc), Credit Agreement (Compass Minerals International Inc)

Termination or Release. (a) Subject to the reinstatement provisions of Section 5, the guarantee of a Guarantor hereunder shall be automatically terminated when all Obligations guaranteed by such Guarantor have been paid in full and the Lenders have no further commitment under the Credit Agreement to lend to, or accept and purchase B/As issued by, any Borrower whose Obligations are guaranteed by such Guarantor hereunder. Subject to the reinstatement provisions of Section 5, this Agreement shall terminate when all the Obligations have been paid in full and the Lenders have no further commitment to lend or accept and purchase B/As under the Credit Agreement. (b) A Guarantor Guarantor, including any Elective Guarantor, shall automatically be released from its obligations hereunder (x) upon the consummation of any transaction permitted by the Credit Agreement as a result of which such Guarantor ceases to be a Subsidiary of the Company; provided that the Required Lenders shall have consented to such transaction (to the extent required by the Credit Agreement) and the terms of such consent did not provide otherwiseotherwise and (y) in the case of any Elective Guarantor, in accordance with the final sentence of Section 5.09(b) of the Credit Agreement. (c) In connection with any termination or release pursuant to paragraphs (a) or (b), the Administrative Agent shall execute and deliver to any Guarantor, at such Guarantor's ’s expense, all documents that such Guarantor shall reasonably request to evidence such termination or release. Any execution and delivery of documents pursuant to this Section 20 shall be without recourse to or warranty by the Administrative Agent.

Appears in 3 contracts

Sources: Subsidiary Guarantee Agreement, Credit Agreement (Molson Coors Brewing Co), Subsidiary Guarantee Agreement (Molson Coors Brewing Co)

Termination or Release. (a) Subject to the reinstatement provisions of Section 5, the guarantee of a Guarantor hereunder shall be automatically terminated when all Obligations guaranteed by such Guarantor have been paid in full and the Lenders have no further commitment under the Credit Agreement to lend to, or accept and purchase B/As issued by, any the Borrower whose Obligations are guaranteed by such Guarantor hereunder. Subject to the reinstatement provisions of Section 5, this Agreement shall terminate when all the Obligations have been paid in full and the Lenders have no further commitment to lend or accept and purchase B/As under the Credit Agreement. (b) A Guarantor Guarantor, including any Elective Guarantor, shall automatically be released from its obligations hereunder (x) upon the consummation of any transaction permitted by the Credit Agreement as a result of which such Guarantor ceases to be a Subsidiary of the CompanyBorrower; provided that the Required Lenders shall have consented to such transaction (to the extent required by the Credit Agreement) and the terms of such consent did not provide otherwiseotherwise and (y) in accordance with Section 5.09(c) of the Credit Agreement. (c) In connection with any termination or release pursuant to paragraphs (a) or (b), the Administrative Agent shall execute and deliver to any Guarantor, at such Guarantor's ’s expense, all documents that such Guarantor shall reasonably request to evidence such termination or release. Any execution and delivery of documents pursuant to this Section 20 shall be without recourse to or warranty by the Administrative Agent.

Appears in 3 contracts

Sources: 364 Day Bridge Loan Agreement (Molson Coors Brewing Co), Term Loan Agreement (Molson Coors Brewing Co), Subsidiary Guarantee Agreement (Molson Coors Brewing Co)

Termination or Release. (a) Subject to the reinstatement provisions of Section 5This Agreement, the guarantee of a Guarantor hereunder shall be automatically terminated when Guarantees made herein and all Obligations guaranteed by such Guarantor have been paid in full and the Lenders have no further commitment under the Credit Agreement to lend to, or accept and purchase B/As issued by, any Borrower whose Obligations are guaranteed by such Guarantor hereunder. Subject to the reinstatement provisions of Section 5, this Agreement security interests granted hereby shall terminate when all the Loan Document Obligations have been indefeasibly paid in full and the Lenders have no further commitment to lend or accept under the Credit Agreement, the LC Exposure has been reduced to zero and purchase B/As the Issuing Banks have no further obligations to issue Letters of Credit under the Credit Agreement. (b) A Guarantor Subsidiary Party shall automatically be released from its obligations hereunder and the security interest in the Collateral of such Subsidiary Party shall be automatically released upon the consummation of any transaction permitted by the Credit Agreement as a result of which such Guarantor Subsidiary Party ceases to be a Subsidiary of the CompanyBorrower; provided that the Required Lenders shall have consented to such transaction (to the extent required by the Credit Agreement) and the terms of such consent did not provide otherwise. (c) Upon any sale or other transfer by a Grantor of any Collateral that is permitted under the Credit Agreement, or upon the effectiveness of any written consent to the release of the security interest granted hereby in any Collateral pursuant to Section 9.02 of the Credit Agreement, the security interest in such Collateral shall be automatically released. (d) In connection with any termination or release pursuant to paragraphs paragraph (a), (b) or (bc), the Administrative Collateral Agent shall execute and deliver to any Guarantorthe relevant Grantor, at such Guarantor's Grantor’s expense, all documents that such Guarantor Grantor shall reasonably request to evidence such termination or release. Any execution and delivery of documents pursuant to this Section 20 6.13 shall be without recourse to or warranty by the Administrative Collateral Agent.

Appears in 2 contracts

Sources: Guarantee and Collateral Agreement (Blockbuster Inc), Guarantee and Collateral Agreement (Blockbuster Inc)

Termination or Release. (a) Subject to the reinstatement provisions of Section 5, the guarantee of a Guarantor hereunder shall be automatically terminated when all Obligations guaranteed by such Guarantor have been paid in full and the Lenders have no further commitment under the Credit Agreement to lend to, or accept and purchase B/As issued by, any Borrower whose Obligations are guaranteed by such Guarantor hereunder. Subject to the reinstatement provisions of Section 5SECTION 2.04, this Agreement and the guarantees made herein shall terminate when automatically on the termination of all Indemnification Obligations following termination of the Obligations have been paid Indemnification Agreement (including in full and the Lenders have no further commitment respect of any amounts due to lend or accept and purchase B/As Indemnitee under the Credit AgreementIndemnification Agreement following the Termination Date). (b) A Guarantor The guarantees made herein shall automatically also terminate and be released from its obligations hereunder upon automatically on the consummation termination of any transaction permitted by all Indemnification Obligations following termination of the Indemnification Agreement or at the time, or times, and in the manner set forth in Section 9.14 of the Current Credit Agreement as a result of which such Guarantor ceases to be a Subsidiary of the Company; provided that the Required Lenders shall have consented to such transaction (to the extent required by the or any successor or similar provision under any Principal Credit Agreement) and the terms of such consent did not provide otherwise). (c) In connection with any termination or release pursuant to paragraphs clause (a) or (b)) of this SECTION 5.06, the Administrative Agent Indemnitee shall execute and deliver to any Guarantor, at such Guarantor's ’s expense, all documents that such Guarantor shall reasonably request to evidence such termination or releaserelease so long as the applicable Guarantor shall have provided Indemnitee such certifications or documents as Indemnitee shall reasonably request in order to demonstrate compliance with this SECTION 5.06. Any execution and delivery of documents by Indemnitee pursuant to this Section 20 SECTION 5.06 shall be without recourse to to, or warranty by the Administrative Agentby, Indemnitee.

Appears in 2 contracts

Sources: Indemnification and Reimbursement Agreement (Resideo Technologies, Inc.), Indemnification and Reimbursement Agreement (Resideo Technologies, Inc.)

Termination or Release. (a) Subject to the reinstatement provisions of Section 5, the guarantee of a Guarantor hereunder shall be automatically terminated when all Obligations guaranteed by such Guarantor have been paid in full This Agreement and the Lenders have no further commitment under the Credit Agreement to lend to, or accept and purchase B/As issued by, any Borrower whose Obligations are guaranteed by such Guarantor hereunder. Subject to the reinstatement provisions of Section 5, this Agreement security interests granted hereby shall terminate when all the Obligations (except for contingent indemnity and expense reimbursement obligations for which no claim has been made) have been indefeasibly paid in full and the Lenders have no further commitment to lend or accept under the Credit Agreement, the LC Exposure has been reduced to zero and purchase B/As the Issuing Bank has no further obligation to issue Letters of Credit under the Credit Agreement. (b) A Guarantor shall automatically be released from its obligations hereunder upon the consummation Upon any sale or other transfer by any Pledgor of any transaction Collateral that is permitted by under the Credit Agreement as to any Person that is not a result of which such Guarantor ceases to be a Subsidiary of the Company; Pledgor, provided that the Required Lenders shall have consented to such transaction transfer (to the extent required by the Credit Agreement) and the terms of such consent did not provide otherwise, or, upon the effectiveness of any written consent to the release of the security interest granted hereby in any Collateral pursuant to Section 10.02(b) of the Credit Agreement, the security interest in such Collateral shall be automatically released. (c) In connection with any termination or release pursuant to paragraphs paragraph (a) or (b), the Administrative Collateral Agent shall execute and deliver to any GuarantorPledgor, at such Guarantor's Pledgor’s expense, all documents that such Guarantor Pledgor shall reasonably request to evidence such termination or release. Any execution and delivery of documents pursuant to this Section 20 14 shall be without recourse to or warranty by the Administrative Collateral Agent.

Appears in 2 contracts

Sources: Pledge Agreement (Pliant Corp), Pledge Agreement (Pliant Corp)

Termination or Release. (a) Subject to the reinstatement provisions of Section 5, the guarantee of a Guarantor hereunder shall be automatically terminated when all Obligations guaranteed by such Guarantor have been paid in full and the Lenders have no further commitment under the Credit Agreement to lend to, or accept and purchase B/As issued by, any Borrower whose Obligations are guaranteed by such Guarantor hereunder. Subject to the reinstatement provisions of Section 5, this Agreement shall terminate when all the Obligations have been paid in full and the Lenders have no further commitment to lend or accept and purchase B/As under the Credit Agreement. (b) A Guarantor Guarantor, including any Elective Guarantor, shall automatically be released from its obligations hereunder (x) upon the consummation of any transaction permitted by the Credit Agreement as a result of which such Guarantor ceases to be a Subsidiary of the Company; provided that the Required Lenders shall have consented to such transaction (to the extent required by the Credit Agreement) and the terms of such consent did not provide otherwiseotherwise and (y) in the case of any Elective Guarantor, in accordance with the final sentence of Section 5.09(b) of the Credit Agreement. (c) In connection with any termination or release pursuant to paragraphs (a) or (b), the Administrative Agent shall execute and deliver to any Guarantor, at such Guarantor's ’s expense, all documents that such Guarantor shall reasonably request to evidence such termination or release. Any execution and delivery of documents pursuant to this Section 20 shall be without recourse to or warranty by the Administrative Agent.

Appears in 2 contracts

Sources: Term Loan Agreement (Molson Coors Brewing Co), Subsidiary Guarantee Agreement (Molson Coors Brewing Co)

Termination or Release. (a) Subject This Agreement and the Guarantees made herein shall automatically terminate with respect to all Obligations upon the termination of the Aggregate Commitments and payment in full in cash of all Obligations (other than (x) obligations under Secured Hedge Agreements not yet due and payable, (y) Cash Management Obligations not yet due and payable and (z) contingent indemnification obligations not yet accrued and payable) and the expiration or termination of all Letters of Credit (other than Letters of Credit that have been Cash Collateralized or as to which other arrangements reasonably satisfactory to the reinstatement provisions of Section 5, Administrative Agent and the guarantee of a Guarantor hereunder shall be automatically terminated when all Obligations guaranteed by such Guarantor applicable L/C Issuer have been paid in full and the Lenders have no further commitment under the Credit Agreement to lend to, or accept and purchase B/As issued by, any Borrower whose Obligations are guaranteed by such Guarantor hereunder. Subject to the reinstatement provisions of Section 5, this Agreement shall terminate when all the Obligations have been paid in full and the Lenders have no further commitment to lend or accept and purchase B/As under the Credit Agreementmade). (b) A Guarantor shall be automatically be released from its obligations hereunder upon the consummation of any transaction permitted by the Credit Agreement as a result of which (i) if such Guarantor ceases to be a Subsidiary Restricted Subsidiary, or becomes an Excluded Subsidiary, in each case as a result of a transaction or designation permitted under the Company; provided that Credit Agreement or (ii) so long as no Event of Default has occurred and is continuing at such time, upon the Required Lenders shall have consented designation by the Parent Borrower of such Guarantor as a “Designated Non-Guarantor Subsidiary” pursuant to such transaction (to the extent required by the Credit Agreement) and the terms of such consent did not provide otherwise. (c) In connection with any termination or release pursuant to paragraphs paragraph (a) or (b)) of this Section 4.13, the Administrative Collateral Agent shall execute and deliver to any Guarantor, at such Guarantor's ’s expense, all documents that such Guarantor shall reasonably request to evidence such termination or release. Any execution and delivery of documents pursuant to this Section 20 4.13 shall be without recourse to or warranty by the Administrative Collateral Agent.

Appears in 2 contracts

Sources: Guaranty (Restaurant Brands International Limited Partnership), Guaranty (Burger King Worldwide, Inc.)

Termination or Release. The Guarantees made hereunder (a) Subject to the reinstatement provisions of Section 5, the guarantee of a Guarantor hereunder shall be automatically terminated terminate when all Obligations guaranteed by the Indebtedness (other than with respect to indemnifications that expressly survive the termination of this Agreement and the Loan Agreement and are not due and payable or reasonably foreseeable on such Guarantor date) have been paid in full and the Lenders have no further commitment under the Credit Agreement to lend to, or accept and purchase B/As issued by, any Borrower whose Obligations are guaranteed by such Guarantor hereunder. Subject collateralized in full in cash or in a manner reasonably satisfactory to the reinstatement provisions of Section 5, this Agreement shall terminate when all the Obligations have been paid in full Agent otherwise performed and the Lenders have no further commitment to lend or accept and purchase B/As under the Credit Agreement. Loan Agreement and (b) A shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of any Indebtedness is rescinded or must otherwise be restored by any Secured Party or any Guarantor upon the bankruptcy or reorganization of the Borrower, any Guarantor or otherwise. If all of the Equity Interests or other securities of a Guarantor are sold, transferred or otherwise disposed of pursuant to a transaction permitted by Section 11.6 of the Loan Agreement, such Guarantor shall be automatically be released from its obligations hereunder upon the consummation of any transaction permitted by the Credit under this Agreement as a result of which such Guarantor ceases to be a Subsidiary of the Company; provided that the Required Lenders shall have consented to such transaction (to the extent required by the Credit Agreement) and the terms of such consent did not provide otherwise. (c) without further action. In connection with any termination or release pursuant to paragraphs (a) or (b)the foregoing, the Administrative Agent shall execute and deliver to any such Guarantor or Guarantor’s designee, at such Guarantor's ’s expense, all any documents that or instruments which such Guarantor shall reasonably request from time to time to evidence such termination or and release. Any execution and delivery of documents pursuant to this Section 20 shall be without recourse to or warranty by the Administrative Agent.

Appears in 1 contract

Sources: Guarantee Agreement (1295728 Alberta ULC)

Termination or Release. (a) Subject This Agreement and the Guaranties made herein shall terminate with respect to the reinstatement provisions of Section 5, the guarantee of a Guarantor hereunder shall be automatically terminated when all Obligations guaranteed by such Guarantor have been paid in full and the Lenders have no further commitment under the Credit Agreement to lend to, or accept and purchase B/As issued by, any Borrower whose Obligations are guaranteed by such Guarantor hereunder. Subject to the reinstatement provisions of Section 5, this Agreement shall terminate when all the outstanding Obligations have been indefeasibly paid in full and the Lenders have no further commitment to lend or accept under the Credit Agreement, the L/C Obligations have been reduced to zero and purchase Bthe L/As C Issuers have no further obligations to issue Letters of Credit under the Credit Agreement. (b) A Guarantor shall automatically be released from its obligations hereunder upon the consummation of any transaction permitted by the Credit Agreement as a result of which such Guarantor ceases to be a Subsidiary of the CompanyBorrower; provided that the Required Lenders shall have consented to such transaction (to the extent required by the Credit Agreement) and the terms of such consent did not provide otherwise. (c) In connection with any termination or release pursuant to paragraphs paragraph (a) or (b), the Administrative Agent shall execute and deliver to any Guarantor, at such Guarantor's ’s expense, all documents that such Guarantor shall reasonably request to evidence such termination or release. Any execution and delivery of documents pursuant to this Section 20 4.13 shall be without recourse to or warranty by the Administrative Agent. (d) A Guarantor (other than Holdings and any Intermediate Holding Company) shall automatically be released from its obligations hereunder if such Guarantor ceases to be a Material Domestic Subsidiary pursuant to the terms of the Credit Agreement.

Appears in 1 contract

Sources: Guaranty (Pinnacle Foods Finance LLC)

Termination or Release. (a) Subject to the reinstatement provisions of Section 5, the guarantee of a Guarantor hereunder shall be automatically terminated when all Obligations guaranteed by such Guarantor have been paid in full This Agreement and the Lenders have no further commitment under the Credit Agreement to lend to, or accept and purchase B/As issued by, any Borrower whose Obligations are guaranteed by such Guarantor hereunder. Subject to the reinstatement provisions of Section 5, this Agreement guarantees ---------------------- hereunder shall terminate when all the Foreign Credit Agreement Obligations have been indefeasibly paid in full in cash and the Lenders have no further commitment to lend to either Foreign Borrower or purchase and accept and purchase B/As under the Credit Agreement. (b) A Foreign Subsidiary Guarantor shall automatically be released from its obligations hereunder hereunder (i) upon the consummation designation by the US Borrower of any transaction such Foreign Subsidiary Guarantor as an Unrestricted Subsidiary, provided that such designation was permitted by -------- the Credit Agreement as Agreement, and (ii) in the event that all the capital stock of such Foreign Subsidiary Guarantor shall be sold, transferred or otherwise disposed of to a result of which such Guarantor ceases to be Person that is not Holdings or a Subsidiary of Holdings in accordance with the Company; terms of the Credit Agreement, provided that the Required Lenders shall have -------- consented to such transaction sale, transfer or other disposition (to the extent required by the Credit Agreement) and the terms of such consent did not provide otherwise. (c) In connection with any termination or release pursuant to paragraphs paragraph (a) or (b)) of this Section 4.13, the Administrative Collateral Agent shall execute and deliver to any Guarantor, Foreign Guarantor at such Foreign Guarantor's expense, all documents that such Foreign Guarantor shall reasonably request to evidence such termination or release. Any execution and delivery of documents pursuant to this Section 20 4.13 shall be without recourse to or warranty by the Administrative Collateral Agent.

Appears in 1 contract

Sources: Foreign Guaranty (GSL Corp)

Termination or Release. (a) Subject to the reinstatement provisions of Section 5, the guarantee of a Guarantor hereunder shall be automatically terminated when all Obligations guaranteed by such Guarantor have been paid in full This Agreement and the Lenders have no further commitment under the Credit Agreement to lend to, or accept and purchase B/As issued by, any Borrower whose Obligations are guaranteed by such Guarantor hereunder. Subject to the reinstatement provisions of Section 5, this Agreement guarantees made herein shall terminate when all the Guaranteed Obligations (other than wholly contingent indemnification obligations) then due and owing have been indefeasibly paid in full and the Lenders have no further commitment to lend or accept under the Credit Agreement, the aggregate L/C Exposure has been reduced to zero and purchase B/As the Issuing Bank has no further obligation to issue Letters of Credit under the Credit Agreement. (b) A Subsidiary Guarantor shall automatically be released from its obligations hereunder upon the consummation of any transaction permitted by the Credit Agreement as a result of which such Subsidiary Guarantor ceases to be a Subsidiary of the Company; provided that the Required Lenders shall have consented to such transaction (to the extent required by the Credit Agreement) and the terms of such consent did not provide otherwiseSubsidiary. (c) In connection with any termination or release pursuant to paragraphs paragraph (a) or (b)) above, the Administrative Agent shall execute and deliver to any Subsidiary Guarantor, at such Subsidiary Guarantor's ’s expense, all documents that such Subsidiary Guarantor shall reasonably request to evidence such termination or release. Any execution and delivery of documents pursuant to this Section 20 5.13 shall be without recourse to or representation or warranty by the Administrative AgentAgent or any Guaranteed Party. Without limiting the provisions of Section 5.05, the Borrower shall reimburse the Administrative Agent upon demand for all costs and out of pocket expenses, including the fees, charges and disbursements of counsel, incurred by it in connection with any action contemplated by this Section 5.13.

Appears in 1 contract

Sources: Guarantee Agreement (Alion Science & Technology Corp)

Termination or Release. (a) Subject to the reinstatement provisions of Section 5, the guarantee of a Guarantor hereunder shall be automatically terminated when all Obligations guaranteed by such Guarantor have been paid in full This Agreement and the Lenders have no further commitment under the Credit Agreement to lend to, or accept and purchase B/As issued by, any Borrower whose Obligations are guaranteed by such Guarantor hereunder. Subject to the reinstatement provisions of Section 5, this Agreement guarantees hereunder shall terminate when all the Foreign Credit Agreement Obligations have been indefeasibly paid in full in cash and the Lenders have no further commitment to lend to either Foreign Borrower or purchase and accept and purchase B/As under the Credit Agreement. (b) A Foreign Subsidiary Guarantor shall automatically be released from its obligations hereunder hereunder (i) upon the consummation designation by the US Borrower of any transaction such Foreign Subsidiary Guarantor as an Unrestricted Subsidiary, PROVIDED that such designation was permitted by the Credit Agreement as Agreement, and (ii) in the event that all the capital stock of such Foreign Subsidiary Guarantor shall be sold, transferred or otherwise disposed of to a result of which such Guarantor ceases to be Person that is not Holdings or a Subsidiary of Holdings in accordance with the Company; provided terms of the Credit Agreement, PROVIDED that the Required Lenders shall have consented to such transaction sale, transfer or other disposition (to the extent required by the Credit Agreement) and the terms of such consent did not provide otherwise. (c) In connection with any termination or release pursuant to paragraphs paragraph (a) or (b)) of this Section 4.13, the Administrative Collateral Agent shall execute and deliver to any Guarantor, Foreign Guarantor at such Foreign Guarantor's expense, all documents that such Foreign Guarantor shall reasonably request to evidence such termination or release. Any execution and delivery of documents pursuant to this Section 20 4.13 shall be without recourse to or warranty by the Administrative Collateral Agent.

Appears in 1 contract

Sources: Foreign Guaranty (Salt Holdings Corp)

Termination or Release. The Guarantees made hereunder (a) Subject to the reinstatement provisions of Section 5, the guarantee of a Guarantor hereunder shall be automatically terminated when all Obligations guaranteed by such Guarantor have been paid in full and the Lenders have no further commitment under the Credit Agreement to lend to, or accept and purchase B/As issued by, any Borrower whose Obligations are guaranteed by such Guarantor hereunder. Subject to the reinstatement provisions of Section 5, this Agreement shall terminate when all the Obligations (other than with respect to indemnifications that expressly survive the termination of this Agreement and the Credit Agreement and are not due and payable or reasonably foreseeable on such date) have been paid in full or collateralized in full in cash or in a manner reasonably satisfactory to the Collateral Agent otherwise performed and the Lenders have no further commitment to lend or accept and purchase B/As under the Credit Agreement. Agreement and (b) A shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of any Obligation is rescinded or must otherwise be restored by any Secured Party or any Guarantor upon the bankruptcy or reorganization of the Borrower, any Guarantor or otherwise. If all of the Equity Interests or other securities of a Guarantor are sold, transferred or otherwise disposed of pursuant to a transaction permitted by Section 6.05 of the Credit Agreement, such Guarantor shall be automatically be released from its obligations hereunder upon the consummation of any transaction permitted by the Credit under this Agreement as a result of which such Guarantor ceases to be a Subsidiary of the Company; provided that the Required Lenders shall have consented to such transaction (to the extent required by the Credit Agreement) and the terms of such consent did not provide otherwise. (c) without further action. In connection with any termination or release pursuant to paragraphs (a) or (b)the foregoing, the Administrative Collateral Agent shall execute and deliver to any such Guarantor or Guarantor’s designee, at such Guarantor's ’s expense, all any documents that or instruments which such Guarantor shall reasonably request from time to time to evidence such termination or and release. Any execution and delivery of documents pursuant to this Section 20 shall be without recourse to or warranty by the Administrative Agent.

Appears in 1 contract

Sources: Guarantee Agreement (1295728 Alberta ULC)

Termination or Release. (a) Subject This Agreement and the Guarantees made herein shall automatically terminate with respect to all Obligations upon the termination of the Aggregate Commitments and payment in full in cash of all Obligations (other than (x) obligations under Secured Hedge Agreements not yet due and payable, (y) Cash Management Obligations and Bilateral L/C Obligations not yet due and payable and (z) contingent indemnification obligations not yet accrued and payable) and the expiration or termination of all Letters of Credit (other than Letters of Credit that have been Cash Collateralized or as to which other arrangements reasonably satisfactory to the reinstatement provisions of Section 5, Administrative Agent and the guarantee of a Guarantor hereunder shall be automatically terminated when all Obligations guaranteed by such Guarantor applicable L/C Issuer have been paid in full and the Lenders have no further commitment under the Credit Agreement to lend to, or accept and purchase B/As issued by, any Borrower whose Obligations are guaranteed by such Guarantor hereunder. Subject to the reinstatement provisions of Section 5, this Agreement shall terminate when all the Obligations have been paid in full and the Lenders have no further commitment to lend or accept and purchase B/As under the Credit Agreementmade). (b) A Guarantor shall be automatically be released from its obligations hereunder upon the consummation of any transaction permitted by the Credit Agreement as a result of which if such Guarantor ceases to be a Subsidiary Restricted Subsidiary, or becomes an Excluded Subsidiary, in each case as a result of the Company; provided that the Required Lenders shall have consented to such a transaction (to the extent required by or designation permitted under the Credit Agreement) and the terms of such consent did not provide otherwise. (c) In connection with any termination or release pursuant to paragraphs paragraph (a) or (b)) of this Section 4.13, the Administrative Collateral Agent shall execute and deliver to any Guarantor, at such Guarantor's ’s expense, all documents that such Guarantor shall reasonably request to evidence such termination or release. Any execution and delivery of documents pursuant to this Section 20 4.13 shall be without recourse to or warranty by the Administrative Collateral Agent.

Appears in 1 contract

Sources: Credit Agreement (Yum Brands Inc)

Termination or Release. (a) Subject to the reinstatement provisions of Section 5, the guarantee of a Guarantor hereunder shall be automatically terminated when all Obligations guaranteed by such Guarantor have been paid in full This Agreement and the Lenders have no further commitment under the Credit Agreement to lend to, or accept and purchase B/As issued by, any Borrower whose Obligations are guaranteed by such Guarantor hereunder. Subject to the reinstatement provisions of Section 5, this Agreement guarantees made herein shall terminate when all the Guaranteed Foreign Obligations constituting Foreign Loan Document Obligations have been indefeasibly paid in full and in cash, the Lenders have no further commitment to lend or accept and purchase B/As to any Foreign Subsidiary Borrower under the Credit AgreementAgreement and all Ancillary Facilities have been terminated. (b) A Foreign Guarantor shall automatically be released from its obligations hereunder upon the consummation of any transaction permitted by the Credit Agreement as a result of which such Foreign Guarantor ceases to be a Subsidiary subsidiary of the CompanyHoldings; provided that the Required Lenders shall have consented to such transaction (to the extent such consent is required by the Credit Agreement) and the terms of such consent did not provide otherwise. (c) In connection with any termination or release pursuant to paragraphs paragraph (a) or (b)) of this Section 4.13, the Administrative Collateral Agent shall execute and deliver to any Foreign Guarantor, at such Foreign Guarantor's ’s expense, all documents that such Foreign Guarantor shall reasonably request to evidence such termination or release. Any execution and delivery of documents pursuant to this Section 20 4.13 shall be without recourse to or warranty by the Administrative Collateral Agent.

Appears in 1 contract

Sources: Foreign Guarantee (TRW Automotive Holdings Corp)

Termination or Release. (a) Subject to the reinstatement provisions of Section 5, the guarantee of a Guarantor hereunder shall be automatically terminated when all Obligations guaranteed by such Guarantor have been paid in full and the Lenders have no further commitment under the Credit Agreement to lend to, or accept and purchase B/As issued by, any Borrower whose Obligations are guaranteed by such Guarantor hereunder. Subject to the reinstatement provisions of Section 5, this Agreement This Guarantee shall terminate when all on the Obligations have been paid in full and the Lenders have no further commitment to lend or accept and purchase B/As under the Credit AgreementTermination Date. (b) A Subsidiary Guarantor shall automatically be released from its obligations hereunder upon the consummation of any transaction with respect to the Obligations, permitted by the Credit Agreement as a result of which such Subsidiary Guarantor ceases to be a Restricted Subsidiary or otherwise becomes an Excluded Subsidiary, subject to the restrictions and requirements for the release of such Subsidiary Guarantor from its obligations under this Guarantee set forth in Section 13.17(a) of the CompanyCredit Agreement; provided that the Required Lenders requisite lenders shall have consented to such transaction (to the extent required by the Credit Agreement) and the terms of such consent did not provide otherwise. (c) In connection with any termination or release pursuant release, subject to paragraphs (a) or (b)the provisions of Section 13.17 of the Credit Agreement, the Administrative Agent shall execute and deliver to any Guarantor, at such Guarantor's ’s expense, all documents that such Guarantor shall reasonably request to evidence such termination or release. Any execution and delivery of documents pursuant to this Section 20 25 shall be without recourse to or warranty by the Administrative Agent.. [Signature Pages Follow]

Appears in 1 contract

Sources: Guarantee (Grocery Outlet Holding Corp.)

Termination or Release. (a) Subject This Agreement and the Guarantees made herein shall terminate with respect to the reinstatement provisions of Section 5, the guarantee of a Guarantor hereunder shall be automatically terminated when all Obligations guaranteed by such Guarantor have been paid in full and the Lenders have no further commitment under the Credit Agreement to lend to, or accept and purchase B/As issued by, any Borrower whose Obligations are guaranteed by such Guarantor hereunder. Subject to the reinstatement provisions of Section 5, this Agreement shall terminate when all the outstanding Credit Agreement Obligations have been indefeasibly paid in full and the Lenders have no further commitment to lend or accept under the Credit Agreement, the L/C Obligations have been reduced to zero and purchase Bthe L/As C Issuers have no further obligations to issue Letters of Credit under the Credit Agreement. (b) This Agreement and the Guarantees of the Existing Notes Obligations made herein shall terminate with respect to the Existing Notes Trustee and the Existing Notes Holders when all Existing Notes Obligations have been indefeasibly paid in full. (c) A Guarantor Subsidiary Party shall automatically be released from its obligations hereunder upon the consummation of any transaction permitted by the Credit Agreement as a result of which such Guarantor Subsidiary Party ceases to be a Subsidiary of the Company; provided that the Required Lenders shall have consented to such transaction (to the extent required by the Credit Agreement) and the terms of such consent did not provide otherwise. (cd) In connection with any termination or release pursuant to paragraphs paragraph (a) or (b), the Administrative Agent shall execute and deliver to any Guarantor, at such Guarantor's ’s expense, all documents that such Guarantor shall reasonably request to evidence such termination or release. Any execution and delivery of documents pursuant to this Section 20 4.13 shall be without recourse to or warranty by the Administrative Agent.

Appears in 1 contract

Sources: Guarantee Agreement (Sungard Data Systems Inc)