Termination, Release and Discharge. AMCEH shall be automatically and unconditionally released and discharged from its obligations under this Guarantee Agreement and the AMCEH Guarantor Obligations shall be automatically and unconditionally terminated, and no further action by AMCEH or the Trustee is required for the release of AMCEH or the termination of this Guarantee Agreement: (a) upon a Change of Control pursuant to which (x) AMCEH ceases to hold, directly or indirectly, 50% or more of the total voting power of the Voting Stock of the Company or (y) the sale, lease, transfer or other conveyance, in one or more series of related transactions, of all or substantially all of the assets of the Company and its Subsidiaries, taken as a whole; (b) upon the full and punctual payment when due of the principal of, premium, if any, interest and Additional Amounts if any, on the Notes and all other obligations and liabilities of the Issuer under the Indenture and the Notes; (c) upon the Issuer exercising its legal defeasance option or covenant defeasance option in accordance with Article 8 of the Indenture; (d) upon AMCEH paying or causing to be paying to be paid all sums payable by it under this Guarantee Agreement and AMCEH Guarantor Obligations being discharged in accordance with the terms of the Indenture; (e) upon the merger, amalgamation, consolidation or winding up of AMCEH with and into another Guarantor that is the surviving Person in such merger, amalgamation, consolidation or winding up, or upon the liquidation of AMCEH; or (f) upon release of AMCEH from the AMCEH Guarantor Obligations in accordance with Section 9.01(m) of the Indenture.
Appears in 1 contract
Sources: Guarantee Agreement (Amc Entertainment Holdings, Inc.)
Termination, Release and Discharge. AMCEH shall be automatically and unconditionally released and discharged from its obligations under this Guarantee Agreement and the AMCEH Guarantor Obligations shall be automatically and unconditionally terminated, and no further action by AMCEH or the Trustee is required for the release of AMCEH or the termination of this Guarantee Agreement:
(a) upon Subject to Section 6.11 and Article Four of this First Supplemental Indenture, each Subsidiary Guarantor may consolidate with or merge into or sell all or substantially all of its property and assets to the Company, another Subsidiary Guarantor or a Change of Control pursuant to which (x) AMCEH ceases to hold, directly or indirectly, 50% or more of the total voting power of the Voting Stock of Person other than the Company or another Subsidiary Guarantor (ywhether or not Affiliated with the Subsidiary Guarantor).
(b) Notwithstanding the sale, lease, transfer or foregoing and the other conveyanceprovisions of the Indenture, in one the event a Subsidiary Guarantor is sold or more series disposed of related transactions(whether by merger, consolidation, the sale of its Capital Stock or the sale of all or substantially all of its assets (other than by lease) and whether or not the assets Subsidiary Guarantor is the surviving corporation in such transaction) to a Person which is not the Company or a Restricted Subsidiary, such Subsidiary Guarantor shall be released from its obligations under its Subsidiary Guarantee if:
(1) the sale or other disposition is in compliance with the Indenture, including Section 6.11 of this First Supplemental Indenture (it being understood that only such portion of the Company and its Subsidiaries, taken Net Available Cash as a whole;
(b) upon the full and punctual payment when due of the principal of, premium, if any, interest and Additional Amounts if any, on the Notes and all other obligations and liabilities of the Issuer under the Indenture and the Notes;
(c) upon the Issuer exercising its legal defeasance option or covenant defeasance option in accordance with Article 8 of the Indenture;
(d) upon AMCEH paying or causing is required to be paying to be paid all sums payable by it under this Guarantee Agreement and AMCEH Guarantor Obligations being discharged applied on or before the date of such release in accordance with the terms of the Indenture needs to be applied in accordance therewith at such time), Section 6.13 and Article Four of this First Supplemental Indenture;; and
(e2) all the obligations of such Subsidiary Guarantor under all Indebtedness of the Company and all Subsidiary Guarantors terminate upon consummation of such transaction.
(c) A Subsidiary Guarantor shall be deemed released and relieved of its obligations under the Indenture and its Subsidiary Guarantee without any further action required on the part of the Company or such Subsidiary Guarantor upon the merger, amalgamation, consolidation or winding up designation of AMCEH with and into another such Subsidiary Guarantor that is the surviving Person in such merger, amalgamation, consolidation or winding up, or upon the liquidation of AMCEH; or
(f) upon release of AMCEH from the AMCEH Guarantor Obligations as an Unrestricted Subsidiary in accordance with Section 9.01(m) the terms of the Indenture or in connection with any legal defeasance of the Notes or upon satisfaction and discharge of the Indenture, each in accordance with the provisions of the Indenture.
Appears in 1 contract
Termination, Release and Discharge. AMCEH shall be automatically and unconditionally released and discharged from its obligations under this Guarantee Agreement and the AMCEH Guarantor Obligations shall be automatically and unconditionally terminated, and no further action by AMCEH or the Trustee is required for the release of AMCEH or the termination of this Guarantee Agreement:
(a) upon Subject to Section 6.11 and Article Four of this Second Supplemental Indenture, each Subsidiary Guarantor may consolidate with or merge into or sell all or substantially all of its property and assets to the Company, another Subsidiary Guarantor or a Change of Control pursuant to which (x) AMCEH ceases to hold, directly or indirectly, 50% or more of the total voting power of the Voting Stock of Person other than the Company or another Subsidiary Guarantor (ywhether or not Affiliated with the Subsidiary Guarantor).
(b) Notwithstanding the sale, lease, transfer or foregoing and the other conveyanceprovisions of the Indenture, in one the event a Subsidiary Guarantor is sold or more series disposed of related transactions(whether by merger, consolidation, the sale of its Capital Stock or the sale of all or substantially all of its assets (other than by lease) and whether or not the assets Subsidiary Guarantor is the surviving corporation in such transaction) to a Person which is not the Company or a Restricted Subsidiary, such Subsidiary Guarantor shall be released from its obligations under its Subsidiary Guarantee if:
(1) the sale or other disposition is in compliance with the Indenture, including Section 6.11 of this Second Supplemental Indenture (it being understood that only such portion of the Company and its Subsidiaries, taken Net Available Cash as a whole;
(b) upon the full and punctual payment when due of the principal of, premium, if any, interest and Additional Amounts if any, on the Notes and all other obligations and liabilities of the Issuer under the Indenture and the Notes;
(c) upon the Issuer exercising its legal defeasance option or covenant defeasance option in accordance with Article 8 of the Indenture;
(d) upon AMCEH paying or causing is required to be paying to be paid all sums payable by it under this Guarantee Agreement and AMCEH Guarantor Obligations being discharged applied on or before the date of such release in accordance with the terms of the Indenture needs to be applied in accordance therewith at such time), Section 6.13 and Article Four of this Second Supplemental Indenture;; and
(e2) all the obligations of such Subsidiary Guarantor under all Indebtedness of the Company and all Subsidiary Guarantors terminate upon consummation of such transaction.
(c) A Subsidiary Guarantor shall be deemed released and relieved of its obligations under the Indenture and its Subsidiary Guarantee without any further action required on the part of the Company or such Subsidiary Guarantor upon the merger, amalgamation, consolidation or winding up designation of AMCEH with and into another such Subsidiary Guarantor that is the surviving Person in such merger, amalgamation, consolidation or winding up, or upon the liquidation of AMCEH; or
(f) upon release of AMCEH from the AMCEH Guarantor Obligations as an Unrestricted Subsidiary in accordance with Section 9.01(m) the terms of the Indenture or in connection with any legal defeasance of the Notes or upon satisfaction and discharge of the Indenture, each in accordance with the provisions of the Indenture.
Appears in 1 contract
Termination, Release and Discharge. AMCEH shall Any term or provision of this Indenture to the contrary notwithstanding, the obligations of each Guarantor hereunder will be automatically limited to the maximum amount as will, after giving effect to all other contingent and unconditionally released fixed liabilities of such Guarantor and discharged after giving effect to any collections from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its Guarantee or pursuant to its contribution obligations under this Indenture, result in the obligations of such Guarantor under its Guarantee Agreement not constituting a fraudulent conveyance or fraudulent transfer under federal, foreign or state law and not otherwise being void or voidable under any similar laws affecting the AMCEH rights of creditors generally. Any Guarantee of a Guarantor Obligations shall be automatically and unconditionally terminated, and no further action terminate upon: a sale or other disposition (including by AMCEH way of consolidation or merger) of the Capital Stock of such Guarantor or the Trustee is required for the release of AMCEH sale or the termination of this Guarantee Agreement:
(a) upon a Change of Control pursuant to which (x) AMCEH ceases to hold, directly or indirectly, 50% or more of the total voting power of the Voting Stock of the Company or (y) the sale, lease, transfer or other conveyance, in one or more series of related transactions, disposition of all or substantially all of the assets of the Guarantor (other than to the Company and its Subsidiaries, taken or a Restricted Subsidiary) otherwise permitted by this Indenture; the designation in accordance with this Indenture of the Guarantor as an Unrestricted Subsidiary or the occurrence of any event after which the Guarantor is no longer a whole;
Restricted Subsidiary; defeasance or discharge of the Notes pursuant to Article VIII or Article XI; to the extent that such Guarantor is not an Immaterial Subsidiary solely due to the operation of clause (bi) of the definition of “Immaterial Subsidiary,” upon the full and punctual payment when due release of the principal guarantee referred to in such clause; or to the extent such Guarantor is also a guarantor or borrower under the Credit Agreement as in effect on the Issue Date, upon the date that it (x) has been released from its guarantee of, premiumand all pledges and security, if any, interest granted in connection with the Credit Agreement (except a release by or as a result of a payment by the Guarantor thereon), (y) is not an obligor under any Indebtedness (other than Indebtedness permitted to be Incurred pursuant to Section 3.2(b)(3) and Additional Amounts if any, on the Notes clauses (a) and all other obligations (b) of Section 3.2(b)(4)) and liabilities (z) does not guarantee any Indebtedness of the Issuer under the Indenture and the Notes;
(c) upon the Issuer exercising its legal defeasance option Company or covenant defeasance option in accordance with Article 8 any of the Indenture;
(d) upon AMCEH paying or causing to be paying to be paid all sums payable by it under this Guarantee Agreement and AMCEH Guarantor Obligations being discharged in accordance with the terms of the Indenture;
(e) upon the merger, amalgamation, consolidation or winding up of AMCEH with and into another Guarantor that is the surviving Person in such merger, amalgamation, consolidation or winding up, or upon the liquidation of AMCEH; or
(f) upon release of AMCEH from the AMCEH Guarantor Obligations in accordance with Section 9.01(m) of the Indentureother Guarantors.
Appears in 1 contract
Sources: Indenture (CHURCHILL DOWNS Inc)
Termination, Release and Discharge. AMCEH shall be automatically and unconditionally released and discharged from its obligations under this Guarantee Agreement and the AMCEH Guarantor Obligations shall be automatically and unconditionally terminated, and no further action by AMCEH or the Trustee is required for the release of AMCEH or the termination of this Guarantee Agreement:
(a) upon Subject to Section 6.11 and Article Four of this Third Supplemental Indenture, each Subsidiary Guarantor may consolidate with or merge into or sell all or substantially all of its property and assets to the Company, another Subsidiary Guarantor or a Change of Control pursuant to which (x) AMCEH ceases to hold, directly or indirectly, 50% or more of the total voting power of the Voting Stock of Person other than the Company or another Subsidiary Guarantor (ywhether or not Affiliated with the Subsidiary Guarantor).
(b) Notwithstanding the sale, lease, transfer or foregoing and the other conveyanceprovisions of the Indenture, in one the event a Subsidiary Guarantor is sold or more series disposed of related transactions(whether by merger, consolidation, the sale of its Capital Stock or the sale of all or substantially all of its assets (other than by lease) and whether or not the assets Subsidiary Guarantor is the surviving corporation in such transaction) to a Person which is not the Company or a Restricted Subsidiary, such Subsidiary Guarantor shall be released from its obligations under its Subsidiary Guarantee if:
(1) the sale or other disposition is in compliance with the Indenture, including Section 6.11 of this Third Supplemental Indenture (it being understood that only such portion of the Company and its Subsidiaries, taken Net Available Cash as a whole;
(b) upon the full and punctual payment when due of the principal of, premium, if any, interest and Additional Amounts if any, on the Notes and all other obligations and liabilities of the Issuer under the Indenture and the Notes;
(c) upon the Issuer exercising its legal defeasance option or covenant defeasance option in accordance with Article 8 of the Indenture;
(d) upon AMCEH paying or causing is required to be paying to be paid all sums payable by it under this Guarantee Agreement and AMCEH Guarantor Obligations being discharged applied on or before the date of such release in accordance with the terms of the Indenture needs to be applied in accordance therewith at such time), Section 6.13 and Article Four of this Third Supplemental Indenture;; and
(e2) all the obligations of such Subsidiary Guarantor under all Indebtedness of the Company and all Subsidiary Guarantors terminate upon consummation of such transaction.
(c) A Subsidiary Guarantor shall be deemed released and relieved of its obligations under the Indenture and its Subsidiary Guarantee without any further action required on the part of the Company or such Subsidiary Guarantor upon the merger, amalgamation, consolidation or winding up designation of AMCEH with and into another such Subsidiary Guarantor that is the surviving Person in such merger, amalgamation, consolidation or winding up, or upon the liquidation of AMCEH; or
(f) upon release of AMCEH from the AMCEH Guarantor Obligations as an Unrestricted Subsidiary in accordance with Section 9.01(m) the terms of the Indenture or in connection with any legal defeasance of the Notes or upon satisfaction and discharge of the Indenture, each in accordance with the provisions of the Indenture.
Appears in 1 contract