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.
Appears in 8 contracts
Samples: Agreement and Plan of Organization (Vacation Properties International Inc), Merger Agreement (Vacation Properties International Inc), Merger Agreement (Vacation Properties International Inc)
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 COMPANYCOMPANIES, 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 COMPANIES 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 COMPANIES as being conducted at the Pre-Closing Date.
Appears in 4 contracts
Samples: Agreement and Plan of Organization (Vacation Properties International Inc), Agreement and Plan of Organization (Vacation Properties International Inc), Agreement and Plan of Organization (Vacation Properties International Inc)
RELEASE FROM GUARANTEES; REPAYMENT OF CERTAIN OBLIGATIONS. VPI shall use its best efforts to have the STOCKHOLDERS STOCKHOLDER released, contemporaneously with the Closing Date, from any and all guarantees on any indebtedness that they he personally guaranteed and from any and all pledges of assets that they he 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 STOCKHOLDER from the payment of any guaranties on any indebtedness or contractual obligations that the STOCKHOLDERS STOCKHOLDER 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.
Appears in 1 contract
Samples: Agreement and Plan of Organization (Vacation Properties International Inc)