Release of Indebtedness. Any Claim if, under Applicable Law, the Borrower did successfully assert any defense against the Insured, or could have asserted any defense against the Insured that would be reasonably likely to prevail, in view of then-current legal precedent in the applicable jurisdiction, so as to release in whole or in part the Borrower's obligation to repay the Covered Loan provided, however, that
(a) this Exclusion shall only apply to the extent and amount of such release, and
(b) this Exclusion shall not apply where the release of the Borrower is the result of the Covered Loan having been divided into secured and unsecured portions pursuant to proceedings under the federal bankruptcy laws (a so-called Chapter 13 “cram-down”) so long as all other conditions of this Policy have been met, and
(c) in the event the Borrower failed to assert a defense, the Company has the burden of proof to show that the Borrower would have been reasonably likely to prevail if it had asserted a defense against the Insured.
Release of Indebtedness. On or before Closing, Seller shall (a) obtain a full release effective as of Closing of all mortgages, deeds of trust, liens and security interests, if any, burdening or encumbering all or any portion of the Assets that it is required to convey at the Closing which were created by Seller or any Affiliate of Seller to secure indebtedness, and (b) deliver to Buyer a duly executed and acknowledged agreement evidencing such full release effective as of the Closing Date, which release shall be in form and substance reasonably acceptable to Buyer.
Release of Indebtedness. Seller shall have delivered to Purchaser evidence of (i) the release of all Liens other than Permitted Liens with respect to the Business Assets and the Assets and Properties of the Business Subsidiaries, (ii) the repayment of all outstanding Indebtedness of the Business Subsidiaries listed on Section 10.11(ii) of the Disclosure Schedules, other than any Indebtedness that the Purchasers agree to assume, (iii) the repayment or other cancellation of all intercompany accounts between ARM and its Subsidiaries and Affiliates, on the one hand, and the Business Subsidiaries, on the other hand, and (iv) the release of all guarantees by the Business Subsidiaries of any Indebtedness or other obligation of ARM or any of its Subsidiaries or Affiliates (other than any of the Business Subsidiaries), in each case, in form and substance reasonably satisfactory to Purchaser, other than any Indebtedness that the Purchasers agree to assume.
Release of Indebtedness. The Buyer shall have received evidence reasonably satisfactory to it of the payoff of the Indebtedness in accordance with Section 9.4, and of the complete and irrevocable release, as of the Closing Date and after giving effect to the payments contemplated by the Payment Instructions in accordance with Section 9.4, of the Company and each Subsidiary (other than the Spanish Subsidiary) from any and all obligations or Encumbrances under and in connection with the Indebtedness including, without limitation, the release of all liens or security interests upon or in any of the respective properties and assets of the Company or any Subsidiary (other than the Spanish Subsidiary) arising under or in connection with such Indebtedness.
Release of Indebtedness. Prior to or on the Closing Date, the Seller shall have (or shall have caused each of USP and Renown to have) fully discharged and paid any and all Indebtedness of USP, Renown or the Business, and at Closing the Seller shall deliver evidence of the foregoing reasonably satisfactory to the Purchaser.
Release of Indebtedness. Antia will at or prior to Closing against payment of the Societe Generale Indebtedness by Buyer as provided in Section 9.9 hereof, cause the Acquired Business and Buyer to be released from all obligations to Societe Generale under any agreements or instruments executed in connection with the Societe Generale Indebtedness or otherwise.
Release of Indebtedness. In consideration of the purchase and sale of the Purchased Assets, effective upon completion of the Closing, (a) Purchaser hereby irrevocably and unconditionally releases and discharges Xxxxxx from his obligations under the Loan Agreement, and (b) Seller and, at the direction of the Seller, Xxxxxx each hereby irrevocably and unconditionally releases Purchaser, its affiliates and their respective heirs, successors and assigns from any Liability, whether absolute or contingent, at law or in equity (including, without limitation, any Liability relating to an Assumed Contract or to which Purchaser might be deemed to be subject by operation of Law (as defined in Section 5(c)); PROVIDED, HOWEVER, that the foregoing release shall not be deemed to apply to any of the Assumed Liabilities or any of party's rights, or any of the obligations of any party, under or in connection with this Agreement or the Note.
Release of Indebtedness. Xxxxx and Xxxxx shall have been released from any continuing personal liability on any debt, lease, or similar obligations of the Company or its Subsidiary.
Release of Indebtedness. Consultant agrees to remis, release, and forever discharge any amounts owed to him by BDI or its successors, assigns, associated corporations, officers, directors, partners, shareholders, employees, agents, and Board of Directors, as the case may be, as of the date hereof, including but not limited to a loan made by Consultant to BDI in the amount of $1667, except that this section shall not apply to any amounts owing to Consultant pursuant to the terms hereof or the Share Exchange Agreement.
Release of Indebtedness. First United shall have been fully released, to the satisfaction of Bancshares, from all liabilities and obligations under the Notes Payable.
