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 5.7. In the event that IES cannot obtain releases of any such guarantees on or prior to one hundred and twenty (120) days subsequent to the Effective Time, IES shall pay off or otherwise refinance or retire such indebtedness.
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 Company 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 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. With effect as of the Closing Date, Purchaser hereby assumes (i) any and all obligations and liabilities relating to any guarantees, comfort letters and other security interests of any kind which any member of the RÜTGERS Group, or any third party on behalf of any member of the RÜTGERS Group, has provided prior to the date hereof or will provide prior to the Closing Date in favor of, or on behalf of, any member of the Bakelite Group to banks, other financial institutions, suppliers, customers or other third parties (provided, however, that such guarantees, comfort letters and other security interests are disclosed in Exhibit 7.4 (1) and provided further that, following the date hereof, no member of the RÜTGERS Group shall provide any new guarantee, comfort letter or other security in respect of liabilities of any member of the Bakelite Group without the prior written consent of Purchaser) (the “Sellers’ Guarantees”) and (ii) shall indemnify and hold harmless the relevant members of the RÜTGERS Group from any obligations and liabilities arising under or in connection with the Sellers’ Guarantees. Purchaser shall further, prior to or on the Closing Date, to the extent possible, release all relevant members of the RÜTGERS Group from the Sellers’ Guarantees with effect as of the Closing Date, provided that Sellers shall notify Purchaser of the outstanding Sellers’ Guarantees and the amount of the aggregate (actual or contingent) liability of the RÜTGERS Group thereunder at least five Business Days before the Closing Date and further provided that such release does not involve unreasonable costs and liabilities of Purchaser. To the extent that the relevant members of the RÜTGERS Group are not released from any Sellers’ Guarantees provided by them in order to secure any loans granted by banks or other financial institutions (as specifically set forth in Exhibit 7.4 (1) and other than those to be repaid in accordance with Section 7.2 (a)), Purchaser shall, on the Closing Date, provide an unconditional and irrevocable bank guarantee issued by a first class (AA rated) European or US bank of international standing and payable upon first demand, in the form attached hereto as Exhibit 7.4 (2) in an amount of the outstanding amount under any such loans as of the Closing Date as notified to Purchaser by Sellers at the latest five Business Days prior to the Closing Date (which amount shall in no event be higher than as set forth in Exhibit 7.4 (1)). For the avoidance of ...
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. 11.2
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.
