Option to Effect Legal Defeasance or Covenant Defeasance; Defeasance Clause Samples

This clause grants the issuer the right to release itself from certain obligations under the agreement, either by legally discharging the debt (legal defeasance) or by being released from specific covenants (covenant defeasance), typically upon meeting specified conditions such as depositing sufficient funds or government securities with a trustee. In practice, this means the issuer can effectively eliminate its liability on the debt or its obligations under certain restrictive covenants, provided it takes the required steps outlined in the contract. The core function of this clause is to provide flexibility for the issuer to manage its debt obligations, often in anticipation of refinancing or restructuring, while offering assurance to investors that the process is governed by clear, pre-established rules.
Option to Effect Legal Defeasance or Covenant Defeasance; Defeasance. The Issuer may, at its option and at any time, elect to have either Section 8.2 or 8.3 hereof be applied to all outstanding Notes upon compliance with the conditions set forth below in this Article VIII.
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Option to Effect Legal Defeasance or Covenant Defeasance; Defeasance. The Company may, at its option and at any time, elect to have either Section 8.2 or 8.3 hereof be applied to all outstanding Notes upon compliance with the conditions set forth below in this Article VIII.
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Option to Effect Legal Defeasance or Covenant Defeasance; Defeasance. The Company may at any time, at the option of its Board of Directors evidenced by a resolution set forth in an Officers’ Certificate, elect to have either Section 8.02 or 8.03 hereof be applied to all outstanding Notes, the Note Guarantees, this Indenture, the Collateral Documents and the Intercreditor Agreements and all obligations of the Guarantors discharged with respect to their Note Guarantees upon compliance with the conditions set forth below in this Article VIII.
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Option to Effect Legal Defeasance or Covenant Defeasance; Defeasance. The Parent Issuer may, at its option and at any time, elect to have either Section 8.02 or 8.03 be applied to all outstanding Notes upon compliance with the conditions set forth in this Article VIII.
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Option to Effect Legal Defeasance or Covenant Defeasance; Defeasance. The Issuer may, at its option and at any time, elect to have either Section 8.2 or 8.3 hereof be applied to all outstanding Dollar Notes and/or Euro Notes upon compliance with the conditions set forth below in this Article VIII.
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Option to Effect Legal Defeasance or Covenant Defeasance; Defeasance. The Com- pany may, at its option and at any time, elect to have either Section 8.2 or 8.3 hereof be applied to all outstanding Notes upon compliance with the conditions set forth below in this Article VIII.
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Option to Effect Legal Defeasance or Covenant Defeasance; Defeasance. The Company and the Guarantors may, at their option and at any time, elect to have either Section 8.2 or Section 8.3 be applied to all outstanding Notes, and have Liens, if any, on the Collateral securing the Notes released and upon compliance with the conditions set forth in this Article VIII.
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Option to Effect Legal Defeasance or Covenant Defeasance; Defeasance. With respect to any series of First Lien Notes, the Issuer may, at its option and at any time, elect to have either SECTIONS 8.2 or 8.3 hereof be applied to all outstanding First Lien Notes of such series upon compliance with the conditions set forth in this ARTICLE VIII. To the extent the Issuer exercises its option to effect Legal Defeasance or Covenant Defeasance (each as defined below), such election may be made with respect to the 2029 First Lien Notes only, the 2030 First Lien Notes only, the 2031 First Lien Notes only, or any combination thereof.
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Option to Effect Legal Defeasance or Covenant Defeasance; Defeasance. The Issuers may, at their option and at any time, elect to have either Section 8.2 or
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Related to Option to Effect Legal Defeasance or Covenant Defeasance; Defeasance

  • Option to Effect Legal Defeasance or Covenant Defeasance The Company may at any time, at the option of its Board of Directors evidenced by a resolution set forth in an Officers’ Certificate, elect to have either Section 8.02 or 8.03 hereof be applied to all outstanding Notes upon compliance with the conditions set forth below in this Article 8.

  • Conditions to Legal Defeasance or Covenant Defeasance In order to exercise either Legal Defeasance or Covenant Defeasance: (1) the Issuers must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders, cash in U.S. dollars, non-callable Government Securities, or a combination thereof, in such amounts as will be sufficient, in the opinion of a nationally recognized investment bank, appraisal firm or firm of independent public accountants, to pay the principal of and interest and premium, if any, on the outstanding Notes on the date of fixed maturity or on the applicable redemption date, as the case may be, and the Issuers must specify whether the Notes are being defeased to the date of fixed maturity or to a particular redemption date; (2) in the case of an election under Section 7.02, the Issuers shall have delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that: (a) the Issuers have received from, or there has been published by, the Internal Revenue Service a ruling; or (b) since the Issue Date, there has been a change in the applicable federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Holders of the outstanding Notes will not recognize income, gain or loss for federal income tax purposes as a result of such Legal Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred; provided, however, that such counsel may rely, as to matters of fact, on a certificate or certificates of Officers of the General Partner; (3) in the case of an election under Section 7.03, the Issuers shall have delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that the Holders of the outstanding Notes will not recognize income, gain or loss for federal income tax purposes as a result of such Covenant Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; provided, however, that such counsel may rely, as to matters of fact, on a certificate or certificates of Officers of the General Partner; (4) no Default or Event of Default shall have occurred and be continuing on the date of such deposit (other than a Default or Event of Default resulting from the incurrence of Indebtedness or other borrowing of funds, or the grant of Liens securing such Indebtedness or other borrowing, all or a portion of which are to be applied to such deposit); (5) such Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a default under, any material agreement or instrument (other than this Supplemental Indenture or the Base Indenture (as it relates to the Notes)) to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound; (6) the Issuers shall have delivered to the Trustee an Officers’ Certificate stating that the deposit was not made by the Issuers with the intent of preferring the Holders over any other creditors of the Issuers or with the intent of defeating, hindering, delaying or defrauding creditors of the Issuers or others; and (7) the Issuers shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent relating to the Legal Defeasance or the Covenant Defeasance have been complied with; provided, however, that such counsel may rely, as to matters of fact, on a certificate or certificates of Officers of the General Partner.