Common use of Release of Parent Guarantees Clause in Contracts

Release of Parent Guarantees. Notwithstanding the provisions of Section 12.2, Parent Guarantees will be subject to termination and discharge under the circumstances described in this Section 12.3. Any Parent Guarantor will automatically and unconditionally be released from all obligations under its Parent Guarantee, and such Parent Guarantee shall thereupon terminate and be discharged and of no further force or effect, (i) upon the merger or consolidation of any Parent Guarantor with and into the Company or another Parent Guarantor or Subsidiary Guarantor that is the surviving Person in such merger or consolidation, or upon the liquidation of such Parent Guarantor following the transfer of all of its assets to the Company or another Parent Guarantor or Subsidiary Guarantor, (ii) upon Defeasance or Covenant Defeasance of the Company’s obligations, or satisfaction and discharge of this Indenture or (iii) subject to Section 12.2(b), upon payment in full of the aggregate principal amount of all Notes then Outstanding and all other Parent Guaranteed Obligations then due and owing. Upon any such occurrence specified in this Section 12.3, the Trustee shall execute any documents reasonably required in order to evidence such release, discharge and termination in respect of the applicable Parent Guarantee.

Appears in 3 contracts

Samples: Third Supplemental Indenture (Sally Beauty Holdings, Inc.), Second Supplemental Indenture (Sally Beauty Holdings, Inc.), Supplemental Indenture (Sally Investment Holdings LLC)

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Release of Parent Guarantees. Notwithstanding the provisions of Section 12.23 of the First Supplemental Indenture, Parent Guarantees will be subject to termination and discharge solely under the circumstances described in this Section 12.31. Any Parent Guarantor will automatically and unconditionally be released from all obligations under its Parent Guarantee, and such Parent Guarantee shall thereupon terminate and be discharged and of no further force or effect, (i) upon the merger or consolidation of any Parent Guarantor with and into the Company or another Parent Guarantor or Subsidiary Note Guarantor that is the surviving Person in such merger or consolidation, or upon the liquidation of such Parent Guarantor following the transfer of all of its assets to the Company or another Parent Guarantor or Subsidiary Note Guarantor, (ii) upon Defeasance or Covenant Defeasance of the Company’s obligations, or satisfaction and discharge of this the Indenture or (iii) subject to Section 12.2(b)3(b) of the First Supplemental Indenture, upon payment in full of the aggregate principal amount of all Notes then Outstanding and all other Parent Guaranteed Obligations then due and owing. Upon any such occurrence specified in this Section 12.31, the Trustee shall execute any documents reasonably required in order to evidence such release, discharge and termination in respect of the applicable Parent Guarantee.

Appears in 1 contract

Samples: Supplemental Indenture (Sally Investment Holdings LLC)

Release of Parent Guarantees. Notwithstanding the provisions of Section 12.21302, Parent Guarantees will be subject to termination and discharge under the circumstances described in this Section 12.31303. Any Parent Guarantor will automatically and unconditionally be released from all obligations under its Parent Guarantee, and such Parent Guarantee shall thereupon terminate and be discharged and of no further force or effect, (i) upon the merger or consolidation of any Parent Guarantor with and into the Company or another Parent Guarantor or Subsidiary Guarantor that is the surviving Person in such merger or consolidation, or upon the liquidation of such Parent Guarantor following the transfer of all of its assets to the Company or another Parent Guarantor or Subsidiary Guarantor, (ii) upon Defeasance or Covenant Defeasance of the Company’s obligations, or satisfaction and discharge of this Indenture Indenture, or (iii) subject to Section 12.2(b1302(b), upon payment in full of the aggregate principal amount of all Notes then Outstanding and all other Parent Guaranteed Obligations then due and owing. Upon any such occurrence specified in this Section 12.31303, the Trustee shall execute any documents reasonably required in order to evidence such release, discharge and termination in respect of the applicable Parent Guarantee.

Appears in 1 contract

Samples: Indenture (Sally Beauty Holdings, Inc.)

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Release of Parent Guarantees. Notwithstanding the provisions of Section 12.2, Parent Guarantees will be subject to termination and discharge under the circumstances described in this Section 12.3. Any Parent Guarantor will automatically and unconditionally be released from all obligations under its Parent Guarantee, and such Parent Guarantee shall thereupon terminate and be discharged and of no further force or effect, (i) upon the merger or consolidation of any Parent Guarantor with and into the Company or another Parent Guarantor or Subsidiary Guarantor that is the surviving Person in such merger or consolidation, or upon the liquidation of such Parent Guarantor following the transfer of all of its assets to the Company or another Parent Guarantor or Subsidiary Guarantor, (ii) upon Defeasance or Covenant Defeasance of the Company’s obligations, or satisfaction and discharge of this Indenture or Indenture, (iii) subject to Section 12.2(b), upon payment in full of the aggregate principal amount of all Notes then Outstanding and all other Parent Guaranteed Obligations then due and owing, or (iv) as described under Sections 11.1 and 11.2. Upon any such occurrence specified in this Section 12.312.3 and the receipt of an Officer’s Certificate and an Opinion of Counsel, the Trustee shall execute any documents reasonably required in order to evidence such release, discharge and termination in respect of the applicable Parent Guarantee.

Appears in 1 contract

Samples: Fifth Supplemental Indenture (Sally Beauty Holdings, Inc.)

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