Release of Guarantees etc. If, at the Time of Closing, the Vendor, a Principal of the Vendor or any other Person for and on behalf of the Vendor, shall have any guarantees, securities or covenants lodged with any Person to secure any indebtedness, liability or obligation of the Corporation or the remaining Shareholder, then the remaining Shareholder shall use his best efforts to deliver up or cause to be delivered up to the Vendor or cancel or cause to be cancelled all of such guarantees, securities and covenants at the Time of Closing. If, notwithstanding such best efforts, the delivery up or cancellation of any such guarantee, security or covenant is not obtained, the remaining Shareholder shall deliver to the Vendor and such other Person an indemnity in writing, in form reasonably satisfactory to counsel for the Vendor, indemnifying him against any and all claims, losses, costs or damages which may be or which shall have been paid, suffered or incurred by them with respect to the guarantee, security or covenant.
Release of Guarantees etc. The provisions of Schedule 8 shall apply.
Release of Guarantees etc. If, at the time of closing, the Vendor, a Principal of the Vendor, or any other Person for and on behalf of the Vendor, shall have any guarantees, securities, or covenants lodged with any Person to secure any indebtedness, liability, or obligation of the Corporation or the remaining Shareholders, then the remaining Shareholders shall make reasonable commercial efforts to have such guarantees, securities, and/or covenants released, failing which all the remaining Shareholders shall proportionately indemnify the Vendor, a Principal of the Vendor, and/or any other Person for and on behalf of the Vendor, should any of them be required to make payment on said guarantees, securities, and/or covenants following the closing of the Sale Transaction.
Release of Guarantees etc. (a) If, at the Closing the vendor or any person for or on behalf of the vendor, has any guarantees, securities or covenants lodged with any person or bank to secure an indebtedness, liability or obligation of the Partnership, then the purchaser shall use its best efforts to deliver-up, or cause to be delivered-up, to the vendor, and cancel or cause to be cancelled, such guarantees, securities and/or covenants upon the Closing and to the extent applicable, the Partnership shall co-operate with respect thereto.;
(b) If, notwithstanding the exercise of "best efforts" the release of any such guarantees, securities or covenants is not obtained, then the purchaser shall deliver to the vendor and/or the person(s) which shall have provided such guarantee, security or covenant, an indemnity in writing in form reasonably satisfactory to the vendor indemnifying each of them and their respective heirs, executors, administrators, successors and assigns from any and all claims, demands, expenses, damages, liabilities and suits, paid, suffered or incurred by them with respect to and as a result of the terms of such guarantee, security or covenant.
Release of Guarantees etc. 9.6.1 The Relevant Purchasers shall use their best endeavours to procure by Closing or, to the extent not done by Closing, as soon as reasonably practicable thereafter, the release by providing to the beneficiary an alternative company or bank guarantee or other security arrangement reasonably acceptable to the beneficiary with effect from Closing of the Transferors or any member of the RBSG Group from the Guarantees (save for the Australian Guarantee). Pending such release, the Relevant Purchaser shall indemnify and keep indemnified (on an after-Tax basis) the Transferors and any member of the RBSG Group against all amounts paid by any of them pursuant to the Guarantees (save for the Australian Guarantee) and any Losses arising out of or in connection with them, in each case to the extent that such amounts or Losses relate to events occurring or acts or omissions after Closing.
9.6.2 The Relevant Purchaser shall use reasonable endeavours to procure by Closing or, to the extent not done by Closing, as soon as reasonably practicable thereafter, the release by providing to the beneficiary an alternative company or bank guarantee or other security arrangement reasonably acceptable to the beneficiary with effect from Closing of the Transferors, or any member of the RBSG Group from the Australian Guarantee and any security, guarantees or indemnities other than the Guarantees (save for the Australian Guarantee), given by or binding upon the Transferors or any member of the RBSG Group in respect of any of the Business Assets or the Assumed Liabilities or in connection with a liability of any of the Group Companies. Pending such release, the Relevant Purchaser shall indemnify and keep indemnified (on an after-Tax basis) the Transferors and any member of the RBSG Group against all amounts paid by any of them pursuant to any such security, guarantees and indemnities or the Australian Guarantee and any Losses arising out of or in connection with them, in each case to the extent that such amounts or Losses relate to events occurring or acts or omissions after Closing.
9.6.3 The Transferors shall use their best endeavours to procure by Closing or, to the extent not done by Closing, as soon as reasonably practicable thereafter, the release by providing to the beneficiary an alternative company or bank guarantee or other security arrangement reasonably acceptable to the beneficiary with effect from Closing of any Group Company from any security, guarantees or indemnities...
Release of Guarantees etc. The Purchaser shall use reasonable endeavours to procure by Closing or, to the extent not done by Closing, as soon as practicable thereafter but in any case within 45 days following Closing, the release of any member of the Seller’s Group or any person connected with any of them from any Seller’s Guarantees. Pending such release, the Purchaser shall indemnify and keep indemnified each member of the Seller’s Group and any person connected with any of them from and against all amounts paid by any of them pursuant to any Seller’s Guarantees.
Release of Guarantees etc. If, at the closing of any Sale Transaction, the Vendor or any other Person for and on behalf of the Vendor, has any guarantees, securities or covenants lodged with any Person to secure any indebtedness, liability or obligation of the Company or the remaining Shareholders, then the remaining Shareholders will use their commercially reasonable efforts to deliver up or cause to be delivered up to the Vendor or cancel or cause to be cancelled all of such guarantees, securities and covenants at the closing of the Sale Transaction. If, notwithstanding such commercially reasonable efforts, the delivery up or cancellation of any such guarantee, security or covenant is not obtained, the remaining Shareholders will deliver to the Vendor and such other Person an indemnity in writing, in form reasonably satisfactory to counsel for the Vendor, indemnifying them against any and all claims which may be paid, suffered or incurred by them with respect to such guarantee, security or covenant.
Release of Guarantees etc. Subject to Clause 5.2, each of the Relevant Sellers undertakes to procure that, between the date of this Agreement and Closing no new securities, guarantees or indemnities shall be given by any member of the Seller’s Group in connection with a liability of any of the Group Companies, without the prior written consent of the Purchaser.
Release of Guarantees etc. Before and, if necessary, after the Closing, Purchasers shall cooperate with Seller in seeking to have Seller and their Affiliates released from all guarantees, indemnities and other liabilities that Seller or any such Affiliate has given or incurred in respect of the indebtedness or obligations of Omni-Washington and Xxxxxx (the “Parent Obligations”). In this regard Purchasers shall use commercially reasonable efforts to substitute, as of the Closing Date, Purchasers or any of its Affiliates (or such other Person as may be acceptable to the obligee thereunder) for Seller or its Affiliates as a party to each such guaranty, indemnity or other arrangement and to cause Seller and their Affiliates to be forever released from all liability in respect thereof. From and after the Closing, Purchasers shall be responsible for, and shall indemnify Seller and all other Seller Indemnified Parties from and against, all Losses incurred by Seller and such other Seller Indemnified Parties or their insurers under any such guaranty, indemnity or other arrangement.
Release of Guarantees etc. If, at the Time of Closing, the Vendor, any principal of the Vendor or any other Person for and on behalf of the Vendor, shall have any guarantees, securities or covenants lodged with any Person to secure any indebtedness, liability or obligation of the Company and/or the remaining Members, then the remaining Members shall use their reasonable best efforts to deliver or cause to be delivered to the Vendor or cancel or cause to be canceled all of such guarantees, securities and covenants at the Time of Closing. If, notwithstanding such reasonable best efforts, the delivery or cancellation of any such guarantee, security or covenant is not obtained, the remaining Members shall deliver to the Vendor an indemnity of such Vendor, principal or other Person in writing, in form reasonably satisfactory to counsel for the Vendor, indemnifying them against any and all claims, demands, costs, expenses, damages, liabilities and suits which may be or which shall have been paid, suffered or incurred by them with respect to the said guarantee, security or covenant.
