Common use of RELEASE FROM GUARANTEES Clause in Contracts

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.

Appears in 2 contracts

Samples: Merger Agreement (Vestcom International Inc), Agreement and Plan of Reorganization (Vestcom International Inc)

AutoNDA by SimpleDocs

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.

Appears in 2 contracts

Samples: Merger Agreement (Vestcom International Inc), Agreement and Plan of Reorganization (Vestcom International Inc)

AutoNDA by SimpleDocs

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.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Vestcom International Inc)

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!