Release from Guaranties. As a condition to the buyout of a Member pursuant to the foregoing Sections 12.1 and 12.2, such Member and all of its Affiliates shall be released from the obligation to guarantee any of the obligations of the Company or any of its Subsidiaries or Affiliates under any financing. If either Member is the purchasing party, the purchasing Member shall, at its expense, secure the release from all lenders (without releasing any claim the Company may have against the applicable guarantor) of outstanding Affiliate Guaranties executed by the applicable Montecito Guarantor or CHP Guarantor or their respective Affiliates (other than obligations accrued prior to the transfer under any customary recourse carve-out guarantees) and, to the extent required, obtain the consent of all lenders to the buy-out of such Member (or cause the applicable loans to be repaid at closing).
Release from Guaranties. It shall be a condition precedent to the Transferor's obligation to sell the Buyback Interest pursuant to the Buyback that the Departing Member and/or its Affiliate be released, effective as of the Buyback Closing, from all personal liability for and guaranties of Company indebtedness and obligations or, if the Company or the Buyback Purchasers are unable to obtain such release, the Company and the Buyback Purchasers indemnify and hold harmless the Departing Member from any personal liability for and guaranties of the Company's indebtedness and obligations and the Security Agreements described in Section 11.06(c) shall secure the Company's obligations under such indemnity.
Release from Guaranties. The Acquiror shall use reasonable efforts and cooperate with each of Xxxx, Xxxxxxxx and Xxxxxxx to have each such individual released from all guaranties listed on Schedule 8.3 attached hereto, including by repayment of such debt or obligation if necessary to effect such release, provided, however, that in no event shall the Acquiror be required to repay more than $10,000.00 in indebtedness to obtain such releases.
Release from Guaranties. Xxxxx Xxxxxxx, Xxx Xxxxxx, Xxxxx Xxxxxx ----------------------- and Xxx Xxxxxx shall have been released from all of their obligations as guarantors of Contractual Obligations of the Company, other than with respect to Facility leases, which shall be governed by the provisions of Section 5.12 hereof.
Release from Guaranties. After Closing, Purchaser will use its best efforts to obtain the releases of the Shareholders from personal guaranties given by such Shareholders to equipment suppliers and automobile lessors. Purchaser agrees to indemnify the Shareholders and hold them harmless from and against any and all claims, damages, losses, deficiencies, actions, demands, judgments, costs and expenses (including, without limitation, attorneys' and accountants' fees) of or against the Shareholders resulting from any guaranty of obligations of the Company given by the Shareholders prior to the Closing Date.
Release from Guaranties. Parent shall use commercially reasonable ----------------------- efforts to cause each creditor of the Company to release the Majority Shareholder and all members of the Majority Shareholder's immediate family from any and all personal guarantees of any indebtedness or other obligation of the Company from such guarantees.
Release from Guaranties. Promptly after the Closing, Buyer and PA&E ----------------------- will take the actions necessary to have Sterling Savings Bank release the Individual Shareholders from their personal guaranties of indebtedness of the Company to Sterling Savings Bank.
Release from Guaranties. At the Execution Date, Purchaser shall enter into a loan agreement with Bijoux One AG as per Annex 3.7.1 and repay the fixed CHF 750'000.- loan of Credit Suisse ("CS") granted to Bijoux One AG and guaranteed by Seller. Seller shall concurrently receive from CS (a) such guaranty ("SolidarbCjrgschafto) and (b) a letter of discharge as per Annex 3.
Release from Guaranties. Each of Borrower and Lender agree that, upon the completion of the IPO resulting in the receipt by the Borrower of gross proceeds equal to or greater than $60,000,000, Lender shall release each of the Borrower’s respective Subsidiaries from any guarantee obligations and shall amend the Stock Pledge Agreement so that the stock of the Subsidiary pledged by Borrower as security is equal to 65% of all outstanding equity of each of the Subsidiaries; provided, however, that, upon the occurrence of an Event of Default, Borrower shall cause each of the Subsidiaries with securities subject to the Stock Pledge Agreement to execute and deliver to the Lender a guaranty and security agreement in the same form as previously executed.
Release from Guaranties. From and after the Effective Time, Parent ----------------------- shall use good faith diligent efforts to cause each Shareholder to be released from all personal guaranties of indebtedness and other contracts of Seller and, to the extent that a lender is unwilling to release any Shareholder from a guaranty despite such efforts, Parent shall indemnify such Shareholder for any loss or expense he may suffer as a result of any claim or demand made upon him under such guaranty. In any event, Parent shall repay in full any obligation so guaranteed no later than December 31, 1999 (or otherwise obtain the release of the guaranty).
