RELEASE FROM GUARANTEES; REPAYMENT OF CERTAIN OBLIGATIONS. TCI shall use reasonable efforts, including offering its own guarantee, to have the Stockholders released from any and all guarantees of the Company's indebtedness identified on Schedule 10.
1. In the event that TCI cannot obtain such releases from the lenders of any such guaranteed indebtedness identified on Schedule 10.1 on or prior to 60 days subsequent to the Funding and Consummation Date, TCI shall promptly pay off or otherwise refinance or retire such indebtedness. TCI shall indemnify the Stockholders against, and shall promptly reimburse the Stockholders for, any amounts which the Stockholders are obligated to pay under any such guarantees listed on Schedule 10.1, and shall be subrogated to any rights of the Stockholders accruing as a result of any such payments by the Stockholders.
RELEASE FROM GUARANTEES; REPAYMENT OF CERTAIN OBLIGATIONS. IES shall use reasonable efforts to have the Stockholders released from any and all guarantees of the Company's indebtedness, including bond obligations, identified on Schedule 10.1. In the event that IES cannot obtain such releases from the lenders of any such guaranteed indebtedness identified on Schedule 10.1 on or prior to 120 days subsequent to the Consummation Date, IES shall promptly pay off or otherwise refinance or retire such indebtedness such that the Stockholders' personal liability shall be released. IES will indemnify the Stockholders against any loss or damage suffered during the 120 day period as a result of the personal guarantees.
RELEASE FROM GUARANTEES; REPAYMENT OF CERTAIN OBLIGATIONS. VPI shall use its best efforts to have the STOCKHOLDERS released, contemporaneously with the Closing Date, from any and all guarantees on any indebtedness that they personally guaranteed and from any and all pledges of assets that they pledged to secure such indebtedness for the benefit of the COMPANY, with all such guarantees on indebtedness being assumed by VPI. In the event that VPI cannot obtain such releases from the lenders of any such guaranteed indebtedness on the Closing Date, VPI shall repay all indebtedness of the COMPANY relating to such personal guarantees within 60 days after the Closing Date. VPI shall indemnify and hold harmless the STOCKHOLDERS from the payment of any guaranties on any indebtedness or contractual obligations that the STOCKHOLDERS had incurred prior to the Pre-Closing Date provided that such indebtedness or obligations are related to the business of the COMPANY as being conducted at the Pre-Closing Date.
RELEASE FROM GUARANTEES; REPAYMENT OF CERTAIN OBLIGATIONS. CSI shall use its best efforts to have the STOCKHOLDERS released from any and all guarantees on any indebtedness that they personally guaranteed and from any and all pledges of assets that they pledged to secure such indebtedness for the benefit of the COMPANY, with all such guarantees on indebtedness being assumed by CSI. In the event that CSI cannot obtain such releases from the lenders of any such guaranteed indebtedness on or prior to 120 days subsequent to the Funding and Consummation Date, CSI shall pay off or otherwise refinance or retire such indebtedness. From and after the Funding and Consummation Date and until such time as all of such indebtedness is paid off, refinanced or retired, CSI shall maintain unencumbered funds in amounts sufficient to provide for such pay off, refinancing or retirement, provided that CSI may use such funds for other purposes, in its sole discretion, with the prior written consent of each STOCKHOLDER who has not as of that time been released from his or her guarantee as described above and whose indebtedness as described above has not as of that time been paid off, refinanced or retired.
RELEASE FROM GUARANTEES; REPAYMENT OF CERTAIN OBLIGATIONS. AmPaM shall use reasonable efforts to have the Stockholders released from any and all guarantees of the Company's indebtedness, including bond obligations, identified on Schedule 10.1. Prior to obtaining the release of such guarantees, AmPaM shall provide its guarantee of such indebtedness to the lenders thereof. In the event that AmPaM cannot obtain such releases from the lenders of any such guaranteed indebtedness identified on Schedule 10.1 on or prior to 90 days subsequent to the Closing Date, AmPaM shall promptly pay off or otherwise refinance or retire such indebtedness such that the Stockholders' personal liability shall be released. AmPaM will indemnify the Stockholders against any loss or damage suffered as a result of the personal guarantees.
RELEASE FROM GUARANTEES; REPAYMENT OF CERTAIN OBLIGATIONS. HOLDING shall use its best efforts to have the STOCKHOLDERS released from the guarantees listed on Schedule 10.1 of the indebtedness that they personally guaranteed and from the pledges of the assets listed on Schedule 10.1 that they pledged to secure such indebtedness for the benefit of the COMPANY, with all such guarantees on indebtedness being assumed by HOLDING. In the event that HOLDING cannot obtain such releases from the lenders of any such guaranteed indebtedness on or prior to the 90th day subsequent to the Closing Date, HOLDING shall pay off or otherwise refinance or retire such indebtedness and, if HOLDING cannot obtain such releases on or prior to the Closing Date, then HOLDING agrees to indemnify the STOCKHOLDERS against any and all claims made against them by the beneficiaries of such guarantees which arise as a result of HOLDING's failure to cause such guarantees to be released on or prior to the Closing.
RELEASE FROM GUARANTEES; REPAYMENT OF CERTAIN OBLIGATIONS. Home shall use reasonable efforts to have the Stockholders released from any and all guarantees of the Company's indebtedness identified on Schedule 10.
1. In the event that Home cannot obtain such releases from the lenders of any such guaranteed indebtedness identified on Schedule 10.1 on or prior to 120 days subsequent to the Funding and Consummation Date, Home shall promptly pay off or otherwise refinance or retire such indebtedness. From and after the Funding and Consummation Date and until such time as all of such indebtedness is paid off, refinanced or retired, Home shall maintain unencumbered funds in amounts sufficient to provide for such pay off, refinancing or retirement, provided that Home may use such funds for other purposes, in its sole discretion, with the prior written consent of each Stockholder who has not as of that time been released from his or her guarantee as described above and whose indebtedness as described above has not as of that time been paid off, refinanced or retired.
RELEASE FROM GUARANTEES; REPAYMENT OF CERTAIN OBLIGATIONS. METALS shall use its best efforts to have the STOCKHOLDERS released from any and all guarantees on any indebtedness that they personally guaranteed and from any and all pledges of assets that they pledged to secure such indebtedness for the benefit of the COMPANY, with all such guarantees on indebtedness being assumed by METALS. In the event that METALS cannot obtain such releases from the lenders of any such guaranteed indebtedness on or prior to 120 days subsequent to the Funding and Consummation Date, METALS shall promptly pay off or otherwise refinance or retire such indebtedness. From and after the Funding and Consummation Date and until such time as all of such indebtedness is paid off, refinanced or retired, METALS shall maintain unencumbered funds in amounts sufficient to provide for such pay off, refinancing or retirement, provided that METALS may use such funds for other purposes, in its sole discretion, with the prior written consent of each STOCKHOLDER who has not as of that time been released from his or her guarantee as described above and whose indebtedness as described above has not as of that time been paid off, refinanced or retired.
RELEASE FROM GUARANTEES; REPAYMENT OF CERTAIN OBLIGATIONS. LandCARE shall use reasonable efforts, including offering its own guarantee, to have the Stockholders and their spouses released from any and all guarantees of the Company's indebtedness identified on Schedule 10.
1. In the event that LandCARE cannot obtain such releases from the lenders of any such guaranteed indebtedness identified on Schedule 10.1 on or prior to 120 days subsequent to the Funding and Consummation Date, LandCARE shall promptly pay off or otherwise refinance or retire such indebtedness. LandCARE shall indemnify the Stockholders against, and shall promptly reimburse the Stockholders for, any amounts which the Stockholders are obligated to pay under any such guarantees listed on Schedule 10.1, and shall be subrogated to any rights of the Stockholders accruing as a result of any such payments by the Stockholders.
RELEASE FROM GUARANTEES; REPAYMENT OF CERTAIN OBLIGATIONS. Healthworld shall use commercially reasonable efforts to have the U.K. Stockholder released from any and all guarantees on any indebtedness or obligation that he personally guaranteed and from any and all pledges of assets that he pledged to secure such indebtedness or obligation for the benefit of the Company, with all such guarantees on indebtedness or obligation being assumed by Healthworld. In the event that Healthworld cannot obtain such releases from the lenders of any such guaranteed indebtedness or the obligee of any guaranteed obligation on or prior to 120 days subsequent to the Closing Date, Healthworld shall pay off or otherwise refinance or retire such indebtedness or obligation. From and after the Closing Date and until such time as all of such indebtedness or obligation is paid off, refinanced or retired, Healthworld shall maintain unencumbered funds in amounts sufficient to provide for such pay off, refinancing or retirement, provided that Healthworld may use such funds for other purposes, in its sole discretion, with the prior written consent of the U.K. Stockholder. Furthermore, Healthworld shall assume all obligations which the U.K. Stockholder may have incurred to guarantee any lease of the Company and shall indemnify and hold harmless the U.K. Stockholder from any cost or expense arising under any such lease guarantee.
