RELEASE FROM GUARANTEES. URSI shall use its best efforts to have the STOCKHOLDERS released from any and all guarantees on any obligations of the COMPANY that they personally guaranteed for the benefit of the COMPANY (including the COMPANY's Subsidiaries), with all such guarantees on indebtedness being assumed by URSI. URSI agrees to indemnify the STOCKHOLDERS against any and all claims made by lenders under such guarantee which arise as a result of URSI's failure to cause such guarantee to be released on or prior to the Closing.
RELEASE FROM GUARANTEES. Following the Effective Time, IES and the Surviving Corporation shall use reasonable efforts to have the Company Stockholders released from the personal guarantees of the Company's indebtedness identified on Schedule 5.
RELEASE FROM GUARANTEES. 10.1. Purchaser shall: (a) procure that within 90 (ninety) days from the Closing Date the Seller, Finmeccanica and any Affiliate are released from any obligation in any way arising from the Guarantees listed in Schedule 1.19 part A; and (b) make its best efforts in order to procure that the Seller, Finmeccanica and any Affiliate(s) are released from any obligation in any way arising from the Guarantee(s) under Schedule 1.19 part B, on the understanding that, should such release not be obtained, within said 90 (ninety) days term, the Purchaser shall deliver to the beneficiary(ies) of said Guarantee(s) under Schedule 1.19. part B, with copy to the Seller, a guarantee(s) whose content shall not be less extended than that of the Guarantee(s) under Schedule 1.19. part B given by Finmeccanica and/or the Seller and/or the Affiliate(s) and not released as above said. On the Closing Date, the Purchaser shall deliver to the Seller, also for the benefit of Finmeccanica and the Affiliates:
(i) a first demand guarantee issued by Assicurazioni Generali S.p.A. in the form attached hereto as Schedule 10.1.
(i) for an amount equal to the aggregate outstanding amount of the Guarantees under Schedule 1.19. part A which have not been released on the same Closing Date. Such guarantee shall secure repayment to the Seller, Finmeccanica and the Affiliates of any amount payable by the same under the Guarantees listed in Schedule 1.19 part A and shall remain in effect until expiration of the Seller's, Finmeccanica's and the Affiliates' obligations or exposure under said Guarantees and shall, from time to time, be reduced proportionately to the releases of the Seller, Finmeccanica and the Affiliates obtained through the Purchaser; and
(ii) a guarantee issued by the Purchaser in the form attached hereto as Schedule 10.1.(ii). Such guarantee shall secure repayment to the Seller, Finmeccanica and the Affiliates of any amount payable by the same under the Guarantees listed in Schedule 1.19. part B and shall remain in effect until expiration of the Seller's, Finmeccanica's and the Affiliate's obligations or exposure under said Guarantees and shall from time to time, be reduced proportionately to the release of the Seller, Finmeccanica and the Affiliates obtained through the Purchaser. The Purchaser shall indemnify and hold harmless the Seller, Finmeccanica and the Affiliates from any loss, damage, cost and expenses in any way arising from the call and /or the lack of timely release and/o...
RELEASE FROM GUARANTEES. PalEx shall use its commercially reasonable best efforts to have the Stockholders released from the personal guarantees of the Company's indebtedness identified in SCHEDULE 6.1. PalEx hereby agrees to indemnify each such Stockholder and hold such Stockholder harmless for any amounts that such Stockholder is required to pay in connection with the enforcement of any obligations under such personal guarantees after the Closing, including without limitation any reasonable attorneys' fees and expenses incurred in connection therewith.
RELEASE FROM GUARANTEES. Quanta shall use its commercially reasonable best efforts to have the Stockholders released from the personal guarantees of the Companies' indebtedness identified in Schedule 7.1 within 90 days after the Closing Date. Quanta hereby agrees to indemnify and defend each Stockholder and hold such Stockholder harmless for any amounts that such Stockholder is required to pay in connection with the enforcement of any obligations under such personal guarantees after the Closing, including without limitation any reasonable attorneys' fees and expenses incurred in connection therewith.
RELEASE FROM GUARANTEES. HDS shall use its best efforts to have the ----------------------- STOCKHOLDERS released from any and all guarantees of any obligations of the COMPANY that they personally guaranteed for the benefit of the COMPANY with all such guarantees of indebtedness being assumed by HDS. HDS agrees to indemnify the STOCKHOLDERS against any and all claims made by lenders under any such guarantee which arise as a result of HDS's failure to cause such guarantee to be released on or prior to the Closing.
RELEASE FROM GUARANTEES. VESTCOM shall have the STOCKHOLDERS released within 120 days after the Consummation Date from any and all guarantees on any COMPANY debt that they personally guaranteed for the benefit of the COMPANY (including the COMPANY'S Subsidiaries) as listed on Schedule 5.10. VESTCOM shall use its best efforts to cause the relevant lender to release the STOCKHOLDER'S personal guarantees of the debt and accept in substitution thereof the guaranty of VESTCOM or, if the lender is unwilling to accept the substitution, pay off the guaranteed debt, or any combination of the foregoing. VESTCOM agrees, after the Consummation Date, to indemnify the STOCKHOLDERS against any and all claims made by lenders under such guarantees or those made by third parties pursuant to a -66- 74 personal guarantee listed on Schedule 5.10 hereto, which arise as a result of VESTCOM'S failure to cause such guarantees to be released.
RELEASE FROM GUARANTEES. The Purchaser shall use its best efforts to have the Shareholders released from any and all guarantees on any indebtedness relating to the Purchased Assets that any of them personally guaranteed and from any and all pledges of assets that any of them pledged to secure such indebtedness for the benefit of the Seller, with all such guarantees on indebtedness being assumed by the Purchaser.
RELEASE FROM GUARANTEES. Not later than 120 days following the Merger ----------------------- Effective Date, USFloral shall cause the Stockholders to be released from any and all guarantees of any indebtedness set forth on Schedule 11.1 that they personally guaranteed for the benefit of the Company, with all such guarantees on indebtedness being assumed by USFloral; provided, that, in the event that the beneficiary of any such guarantee is unwilling to permit the assumption by USFloral of the obligations under such guarantee, USFloral shall repay the indebtedness to which such guarantee relates together with all interest and prepayment penalties, if any, then due and owing.
RELEASE FROM GUARANTEES. 6.1 The Purchaser will use its best endeavours to procure the release of the Seller from all and any suretyships, guarantees or other acts of intercession given by it on behalf of the business in the ordinary and normal course of business. If necessary, the Purchaser shall proffer its own guarantee in their place.
6.2 Pending their release, the Purchaser hereby indemnifies and holds the Seller harmless against any claim which may be made against the Seller in terms of any such suretyship, guarantee or act of intercession.
6.3 The Purchaser shall be obliged to make payment under this indemnity as soon as the Seller becomes obliged to make any payment in respect of any such liability, provided that:
6.3.1 the Seller shall give written notice to the Purchaser of any such claim without delay to enable the Purchaser to take steps to resist the claim. Without the written approval of the Purchaser, the Seller shall not make any admission or payment or take any steps to settle any such claim;
6.3.2 the Purchaser shall be entitled to resist such claim in the name of the Seller and to control the proceedings in regard thereto, provided that the Seller shall render reasonable assistance to the Purchaser (at the Purchaser's expense) in regard to such proceedings.
