Example ContractsClausesAuthorization to Release Collateral and Guarantors
Authorization to Release Collateral and Guarantors
Authorization to Release Collateral and Guarantors contract clause examples

. The Lenders and Issuing Lenders authorize the Administrative Agent to release # any Collateral consisting of assets or equity interests sold or otherwise disposed of in a sale or other disposition or transfer permitted under [Section 8.2.7] [Dispositions of Assets or Subsidiaries] or [Section 8.2.6] [Liquidations, Mergers, Consolidations, Acquisitions], and # any Guarantor from its obligations under the Guaranty Agreement if the ownership interests in such Guarantor are sold or otherwise disposed of or transferred to persons other than Loan Parties or Subsidiaries of the Loan Parties in a transaction permitted under [Section 8.2.7] [Dispositions of Assets or Subsidiaries] or [Section 8.2.6] [Liquidations, Mergers, Consolidations, Acquisitions].

.The Lenders and Issuing Lenders authorize the Administrative Agent, to release # any Collateral consisting of assets or equity interests sold or otherwise disposed of in a sale or other disposition or transfer permitted under [Section 8.2.7] [Dispositions of Assets or Subsidiaries] or [Section 8.2.6] [Liquidations, Mergers, Consolidations, Acquisitions], and # any Guarantor from its obligations under the Guaranty Agreement if the ownership interests in such Guarantor are sold or otherwise disposed of or transferred to persons other than Loan Parties or Subsidiaries of the Loan Parties in a transaction permitted under [Section 8.2.7] [Dispositions of Assets or Subsidiaries] or [Section 8.2.6] [Liquidations, Mergers, Consolidations, Acquisitions].

In the event that any Loan Party conveys, sells, leases, assigns, transfers or otherwise disposes of all or any portion of any of the Capital Stock or assets of any Subsidiary to a Person that is not (and is not required to become) a Domestic Loan Party in a transaction permitted under [Section 8.2.4(viii)], [Section 8.2.7] [Disposition of Assets] or 8.2.6 [Liquidations, Mergers, Consolidations, Acquisitions], any Liens created by any Loan Document on such Capital Stock or assets so disposed of shall be automatically released and the Administrative Agent shall promptly (and the Banks hereby authorize the Administrative Agent to) take such action and

Authorization to Release Collateral and Guarantors. (a) Each of the Secured Parties irrevocably authorizes the Administrative Agent, at its option and in its discretion,

The Lenders and Issuing Lenders authorize the Administrative Agent to release # any Collateral consisting of assets or equity interests sold or otherwise disposed of in a sale or other disposition or transfer permitted under [Section 8.2.7] [Dispositions of Assets or Subsidiaries] or [Section 8.2.6] [Liquidations, Mergers, Consolidations, Acquisitions], and # any Guarantor from its obligations under the Guaranty Agreement if the ownership interests in such Guarantor are sold or otherwise disposed of or transferred to persons other than Loan Parties or Subsidiaries of the Loan Parties in a transaction permitted under [Section 8.2.7] [Dispositions of Assets or Subsidiaries] or [Section 8.2.6] [Liquidations, Mergers, Consolidations, Acquisitions].

Additional Collateral; Guarantors. From and after the Closing Date, except as otherwise approved in writing by the Collateral Agent, each Credit Party shall cause each of its Subsidiaries (other than Excluded Subsidiaries) to guarantee the Obligations and to cause each such Subsidiary to grant to the Collateral Agent in favor and for the benefit of Lenders and the other Secured Parties a first priority security interest in and Lien upon, and pledge to the Collateral Agent in favor and for the benefit of Lenders and the other Secured Parties, subject to Permitted Liens, all of such Subsidiary’s properties and assets constituting Collateral, whether now existing or hereafter acquired or existing, to secure such guaranty; provided, that such Credit Party’s obligations to cause any Subsidiaries formed or acquired after the Closing Date to take the foregoing actions shall be subject to the timing requirements of Section 5.13. Furthermore, except as otherwise approved in writing by the Collateral Agent, each Credit Party, from and after the Closing Date, shall, and shall cause each of its Subsidiaries to grant the Collateral Agent in favor and for the benefit of Lenders and the other Secured Parties a first priority security interest in and Lien upon, and pledge to the Collateral Agent in favor and for the benefit of Lenders and the other Secured Parties, subject to Permitted Liens, the limitations set forth herein and the limitations set forth in the other Loan Documents, all of the Equity Interests (other than Excluded Equity Interests) of each of its Subsidiaries. Subject to Section 5.14, in connection with each pledge of certificated Equity Interests required under the Loan Documents, the Credit Parties shall deliver, or cause to be delivered, to the Collateral Agent, such certificate(s) together with stock powers or assignments, as applicable, properly endorsed for transfer to the Collateral Agent or duly executed in blank, in each case reasonably satisfactory to the Collateral Agent. Subject to Section 5.14, in connection with each pledge of uncertificated Equity Interests required under the Loan Documents, the Credit Parties shall deliver, or cause to be delivered, to the Collateral Agent an executed uncertificated stock control agreement among the issuer, the registered owner and the Collateral Agent, in form and substance reasonably satisfactory to the Collateral Agent.

Additional Collateral; Guarantors. Without limiting the generality of Section 6.13 and except as otherwise approved in writing by Lender in its sole discretion, the Credit Parties shall cause each of their Subsidiaries to, in each case, guarantee the Obligations and cause each Subsidiary that is a Material Subsidiary to grant to Lender a security interest in, all of such Subsidiary’s property and assets to secure such guaranty. Furthermore and except as otherwise approved in writing by Lender, each Credit Party shall, and shall cause each of its Material Subsidiaries to, pledge all of the Equity Interests of each of its Material Subsidiaries, in each instance, to Lender to secure the Obligations. In connection with each pledge of Equity Interests, the Credit Parties shall deliver, or cause to be delivered, to Lender, irrevocable proxies and stock powers or assignments, as applicable, duly executed in blank or, solely where such proxies, powers or assignments would not be applicable, otherwise make appropriate entries regarding such pledge in relevant Credit Party’s share register.

Subsequent Guarantors; Release of Guarantors. (a) Concurrent with such time as any Person shall become obligated under a Guarantee of the credit facilities under the Bank Credit Agreement, the Company will cause such Person to # execute and deliver a Joinder to Multiparty Guaranty, and # deliver to each holder of Notes an opinion of counsel (as to the due organization, valid existence and good standing of such Person; the power and authority and due authorization of such Person to execute, deliver and perform its obligations under each such Transaction Document; and the enforceability against such Person of its obligations under each such Transaction Document) and a certificate accompanying authorizing resolutions and corporate or similar documents of such Person, each of foregoing in form and substance satisfactory to the Required Holders.

The Guarantors, and the guarantees provided in this Article IV, shall be released in the circumstances contemplated by Section 10.10 of this Agreement.

Release of Guarantors. Each Guarantor will be released from all liability hereunder concurrently with the indefeasible repayment in full of all amounts owed under the Note.

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