Common use of Release of Guarantees Clause in Contracts

Release of Guarantees. Centerprise shall use all commercially reasonable efforts and good faith to have the Company's stockholders released from any and all guarantees on any indebtedness and leases that they personally guaranteed for the benefit of the Company as set forth on Schedule 8.8, with all such guarantees on indebtedness and leases being assumed by Centerprise, if necessary to achieve such releases. If any guaranteed indebtedness is repaid in full with proceeds from the IPO and the Company's stockholders' guarantees thereafter shall have no further force or effect, then Centerprise shall not be obligated to use any efforts to obtain a release of such guarantee. In the event that Centerprise cannot obtain such releases from the lenders of any such guaranteed indebtedness or lessors of any guaranteed leases, Centerprise agrees to indemnify, defend and hold harmless the Company's stockholders against any and all claims made by lenders or landlords under such guarantees.

Appears in 6 contracts

Samples: Merger Agreement (Centerprise Advisors Inc), Merger Agreement (Centerprise Advisors Inc), Merger Agreement (Centerprise Advisors Inc)

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Release of Guarantees. Centerprise CenterPoint shall use all commercially --------------------- reasonable efforts and good faith to have the Company's stockholders Members released from any and all guarantees on any indebtedness and leases that they personally guaranteed for the benefit of the Company as set forth on Schedule 8.8, with all such ------------ guarantees on indebtedness and leases being assumed by CenterpriseCenterPoint, if necessary to achieve such releases. If any guaranteed indebtedness is repaid in full with proceeds from the IPO and the Company's stockholdersMembers' guarantees thereafter shall have no further force or effect, then Centerprise CenterPoint shall not be obligated to use any efforts to obtain a release of such guarantee. In the event that Centerprise CenterPoint cannot obtain such releases from the lenders of any such guaranteed indebtedness or lessors of any guaranteed leases, Centerprise CenterPoint agrees to indemnify, defend and hold harmless the Company's stockholders Members against any and all claims made by lenders or landlords under such guarantees.

Appears in 2 contracts

Samples: Merger Agreement (Centerpoint Advisors Inc), Merger Agreement (Centerpoint Advisors Inc)

Release of Guarantees. Centerprise CenterPoint shall use all commercially --------------------- reasonable efforts and good faith to have the Company's stockholders Stockholders released from any and all guarantees on any indebtedness and leases that they personally guaranteed for the benefit of the Company as set forth on Schedule 8.8, with all such ------------ guarantees on indebtedness and leases being assumed by CenterpriseCenterPoint, if necessary to achieve such releases. If any guaranteed indebtedness is repaid in full with proceeds from the IPO and the Company's stockholdersStockholders' guarantees thereafter shall have no further force or and effect, then Centerprise CenterPoint shall not be obligated to use any efforts to obtain a release of such guarantee. In the event that Centerprise CenterPoint cannot obtain such releases from the lenders of any such guaranteed indebtedness or lessors of any guaranteed leases, Centerprise CenterPoint agrees to indemnify, defend and hold harmless the Company's stockholders Stockholders against any and all claims made by lenders or landlords under such guarantees.

Appears in 2 contracts

Samples: Merger Agreement (Centerpoint Advisors Inc), Merger Agreement (Centerpoint Advisors Inc)

Release of Guarantees. Centerprise shall use all commercially reasonable efforts and good faith to have the CompanySeller's stockholders members released from any and all guarantees on any indebtedness and leases that they personally guaranteed for the benefit of the Company as set forth on Schedule 8.8, with all such guarantees on indebtedness and leases being assumed by Centerprise, if necessary to achieve such releases. If any guaranteed indebtedness is repaid in full with proceeds from the IPO and the CompanySeller's stockholders' members guarantees thereafter shall have no further force or effect, then Centerprise shall not be obligated to use any efforts to obtain a release of such guarantee. In the event that Centerprise cannot obtain such releases from the lenders of any such guaranteed indebtedness or lessors of any guaranteed leases, Centerprise agrees to indemnify, defend and hold harmless the CompanySeller's stockholders members against any and all claims made by lenders or landlords under such guarantees.

Appears in 1 contract

Samples: Merger Agreement (Centerprise Advisors Inc)

Release of Guarantees. Centerprise CenterPoint shall use all commercially --------------------- reasonable efforts and good faith to have the Company's stockholders Members released from any and all guarantees on any indebtedness and leases that they personally guaranteed for the benefit of the Company as set forth on Schedule 8.8, with all such guarantees on indebtedness and leases being ------------ assumed by CenterpriseCenterPoint, if necessary to achieve such releases. If any guaranteed indebtedness is repaid in full with proceeds from the IPO and the Company's stockholdersMembers' guarantees thereafter shall have no further force or effect, then Centerprise CenterPoint shall not be obligated to use any efforts to obtain a release of such guarantee. In the event that Centerprise CenterPoint cannot obtain such releases from the lenders of any such guaranteed indebtedness or lessors of any guaranteed leases, Centerprise CenterPoint agrees to indemnify, defend and hold harmless the Company's stockholders Members against any and all claims made by lenders or landlords under such guarantees.

Appears in 1 contract

Samples: Merger Agreement (Centerpoint Advisors Inc)

Release of Guarantees. Centerprise shall use all commercially reasonable efforts and good faith to have the Company's stockholders Stockholders released from any and all guarantees on any indebtedness and leases that they personally guaranteed for the benefit of the Company as set forth on Schedule 8.8, with all such guarantees on indebtedness and leases being assumed by Centerprise, if necessary to achieve such releases. If any guaranteed indebtedness is repaid in full with proceeds from the IPO and the Company's stockholdersStockholders' guarantees thereafter shall have no further force or and effect, then Centerprise shall not be obligated to use any efforts to obtain a release of such guarantee. In the event that Centerprise cannot obtain such releases from the lenders of any such guaranteed indebtedness or lessors of any guaranteed leases, Centerprise agrees to indemnify, defend and hold harmless the Company's stockholders Stockholders against any and all claims made by lenders or landlords under such guarantees.

Appears in 1 contract

Samples: Merger Agreement (Centerprise Advisors Inc)

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Release of Guarantees. Centerprise CenterPoint shall use all commercially --------------------- reasonable efforts and good faith to have the Company's stockholders Members released from any and all guarantees on any indebtedness and leases that they personally guaranteed for the benefit of the Company as set forth on Schedule 8.8, with all such ------------ guarantees on indebtedness and leases being assumed by CenterpriseCenterPoint, if necessary to achieve such releases. If any guaranteed indebtedness is repaid in full with proceeds from the IPO and the Company's stockholdersMembers' guarantees thereafter shall have no further force or effect, then Centerprise CenterPoint shall not be obligated to use any efforts to obtain a release of such guarantee. In the event that Centerprise CenterPoint cannot obtain such releases from the lenders of any such guaranteed indebtedness or lessors of any guaranteed leases, Centerprise CenterPoint agrees to indemnify, defend and hold harmless the Company's stockholders Stockholders against any and all claims made by lenders or landlords under such guarantees.

Appears in 1 contract

Samples: Merger Agreement (Centerpoint Advisors Inc)

Release of Guarantees. Centerprise shall use all commercially reasonable efforts and good faith to have the Company's stockholders released from any and all guarantees on any indebtedness and leases that they personally guaranteed for the benefit of the Company as set forth on Schedule 8.8, with all such guarantees on indebtedness and leases being assumed by Centerprise, if necessary to achieve such releases. If any guaranteed indebtedness is repaid in full with proceeds from the IPO and the Company's stockholders' guarantees thereafter shall have no further force or and effect, then Centerprise shall not be obligated to use any efforts to obtain a release of such guarantee. In the event that Centerprise cannot obtain such releases from the lenders of any such guaranteed indebtedness or lessors of any guaranteed leases, Centerprise agrees to indemnify, defend and hold harmless the Company's stockholders against any and all claims made by lenders or landlords under such guarantees.

Appears in 1 contract

Samples: Merger Agreement (Centerprise Advisors Inc)

Release of Guarantees. Centerprise shall use all commercially reasonable efforts and good faith to have the Company's former or present stockholders released from any and all guarantees on any indebtedness and leases that they personally guaranteed for the benefit of the Company as set forth on Schedule 8.8, with all such guarantees on indebtedness and leases being assumed by Centerprise, if necessary to achieve such releases. If any guaranteed indebtedness is repaid in full with proceeds from the IPO and the Company's stockholders' stockholders guarantees thereafter shall have no further force or effect, then Centerprise shall not be obligated to use any efforts to obtain a release of such guarantee. In the event that Centerprise cannot obtain such releases from the lenders of any such guaranteed indebtedness or lessors of any guaranteed leases, Centerprise agrees to indemnify, defend and hold harmless the Company's stockholders against any and all claims made by lenders or landlords under such guarantees.

Appears in 1 contract

Samples: Merger Agreement (Centerprise Advisors Inc)

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