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.;
Release of Guarantees etc. (a) At any time on or after the release by (x) the Banks of any Guarantor from its obligations under its Guaranty of the obligations under or in respect of the Credit Agreement or upon any indulgence, waiver or other accommodation by the Banks under the Credit Agreement in respect of any such Guaranty, (y) the 2015 Noteholders of such Guarantor from its obligations under its Guaranty of the Obligations under or in respect of the 2015 Note Purchase Agreement or upon any similar indulgence, waiver or other accommodation by the 2015 Noteholders under the 2015 Note Purchase Agreement in respect of any such Guaranty, and (z) the holders of the notes under the 2022 NYL Shelf Agreement of such Guarantor from its obligations under its Guaranty of the Obligations under or in respect of the 2022 NYL Shelf Agreement or upon any similar indulgence, waiver or other accommodation by such holders under the 2022 NYL Shelf Agreement in respect of any such Guaranty, and provided that no Default or Event of Default shall have occurred and be continuing at such time, at the request of the Company, the holders of Notes shall, as the case may be, (i) release any Guarantor from its obligations under its Guarantee if such Guarantor is being simultaneously released from all of its Guaranty obligations in respect of the Credit Agreement, the 2015 Note Purchase Agreement and the 2022 NYL Shelf Agreement and such Guarantor is not a borrower, co-borrower or otherwise obligated in respect of the obligations under the Credit Agreement, the 2015 Note Purchase Agreement or the 2022 NYL Shelf Agreement or (ii) provide any such indulgence, waiver or other accommodation, in each case, as the Banks may provide under the Credit Agreement in respect of such Guaranty of the obligations under or in respect of the Credit Agreement, the 2015 Noteholders may provide under the 2015 Note Purchase Agreement in respect of such Guaranty of the obligations under or in respect of the 2015 Note Purchase Agreement and the holders of the notes under the 2022 NYL Shelf Agreement may provide under the 2022 NYL Shelf Agreement in respect of such Guaranty of the obligations under or in respect of the 2022 NYL Shelf Agreement, provided further in each case that the highest consideration paid or provided (if any) to any Bank under the Credit Agreement, any 2015 Noteholder under the 2015 Note Purchase Agreement and/or New York Life or any holder of notes under the 2022 NYL Shelf Agreement for such release of such Gu...
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.
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. 8.4.1 The Relevant Purchasers shall use reasonable endeavours to procure by Closing or, to the extent not done by Closing, within 60 days thereafter or to the extent not done within such period, as soon as reasonably practicable thereafter, the release of the Relevant Sellers or any member of the Seller’s Group from any securities, guarantees or indemnities given by or binding upon the Relevant Sellers or any member of the Seller’s Group in respect of the Assumed Liabilities or the Business Leasehold Properties or in connection with a liability of any of the Group Companies (the “Sellers’ Guarantee Obligations”). Pending such release the Relevant Purchasers shall indemnify the Relevant Sellers and any member of the Seller’s Group against all amounts paid by any of them pursuant to any such Sellers’ Guarantee Obligations to the extent such Sellers’ Guarantee Obligations are referred to in the Disclosure Letter and shall, to the extent permitted under its bank facilities, indemnify the Relevant Sellers and any member of the Seller’s Group against all amounts paid by any of them pursuant to any such Sellers’ Guarantee Obligations which were not so disclosed.
Release of Guarantees etc. 9.1.1 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. The 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 of the Seller or any member of the Seller’s Group (other than a Group Company) from any securities, guarantees or indemnities given by or binding upon the Seller or any member of the Seller’s Group in connection with a liability of any of the Group Companies. Pending such release the Purchaser shall indemnify the Seller and any member of the Seller’s Group (on an after-Tax basis) against all amounts paid by any of them pursuant to any such securities, guarantees and indemnities in respect of such liability of the Group Companies; provided, however, that nothing in this Clause 8.1 shall require the Purchaser to agree with respect to any such release to pay any fees, incur any costs or reimburse any expenses.
