Release of Indemnity Obligations. Each Seller covenants and agrees, on or prior to the Closing, to execute and deliver to the Company, for the benefit of the Company and each Subsidiary, a general release and discharge, in form and substance satisfactory to the Purchaser, releasing and discharging the Company and Subsidiary from any and all obligations to indemnify such Seller or otherwise hold it harmless pursuant to any agreement or other arrangement entered into prior to the Closing.
Release of Indemnity Obligations. The Seller and the Purchaser will cooperate with each other with a view to enter into arrangements effective as of the Closing whereby the Purchaser or its Affiliates would be substituted for the Seller or its Affiliate in any guarantees, letters of comfort, indemnities or similar arrangements entered into by the Seller or its Affiliates for the benefit of the Pershing Companies; provided, however, that if the Purchaser or its Affiliates cannot enter into such arrangements, the Seller shall not terminate such guaranty arrangements without the Purchaser's consent; provided, however, that the Purchaser or any of its Affiliate shall enter into a separate guaranty with the Seller or any of its Affiliate to guarantee the performance of the obligations of the relevant Pershing Company pursuant to the contract underlying such guaranty arrangements. Notwithstanding the foregoing, to the extent that the Purchaser or any of its Affiliate is substituted for the Seller or any of its Affiliate in any guaranty, letter of comfort, indemnity or similar arrangement and such guaranty is made to guaranty the performance of the Seller or any of its Affiliate (other than a Pershing Company) under an Affiliate agreement or otherwise, the Seller will indemnify the Purchaser or its Affiliate for any payments actually made by the Purchaser or such Affiliate pursuant to such guaranty agreement solely to the extent that such payment made by the Purchaser or such Affiliate arises from the performance or nonperformance of the Seller or its Affiliate (other than a Pershing Company) pursuant to such Affiliate agreement.
Release of Indemnity Obligations. Effective as of the Closing, the Sellers hereby, on behalf of (a) if such Seller is a natural person, himself or herself and his or her heirs, successors, permitted assigns, executors, administrators, legal representatives and Affiliates, (b) if such Seller is an entity, such Seller and its controlled Affiliates and its and their respective partners, equityholders, directors, officers, managers and employees, and (c) any other successors and permitted assigns of such Persons (collectively, the “Releasing Parties”), hereby fully, forever, irrevocably and unconditionally waive, release and discharge, and agree to hold harmless, the Target Entities and each of their and their respective Affiliates’ officers, directors, employees, members, equityholders, managers, partners, agents, representatives, successors and assigns (the “Released Parties”) from any and all actions, causes of action, suits, debts, covenants, controversies, damages, judgments, executions, obligations, guarantees, security arrangements, claims and demands whatsoever, whether based upon any theory of foreign, federal, state or local statutory, regulatory or common Law, in any contract or agreement of any kind, or in equity or otherwise, and any and all obligations, claims and demands of whatever kind or character, whether vicarious, derivative, or direct, whether fixed, contingent or liquidated, or whether known or unknown, foreseeable or unforeseeable, presently existing or hereafter discovered, that may be or could have been asserted, with respect to or arising during or in connection with any period ending at or prior to the Closing out of any event, occurrence, act or failure to act relating to any Seller or any of their respective Affiliates, including to the extent arising out of such Seller’s relationship with, interest in, or direct or indirect ownership of, any Target Entity at or prior to the Closing, other than (i) any right or claims to any unpaid employment compensation arising prior to the Closing in the ordinary course of business or benefits due from any Target Company under any employee benefit plan of the Target Companies arising prior to the Closing and (ii) obligations of any Released Party, or rights of any Releasing Party, in each case arising under this Agreement or any Ancillary Agreement (collectively, the “Released Matters”).
Release of Indemnity Obligations. The Stockholders covenant and agree, on or prior to the Closing, to execute and deliver to the Company, for the benefit of the Company and each Subsidiary, a general release and discharge, in form and substance satisfactory to the Purchaser, releasing and discharging the Company and each Subsidiary from any and all obligations to indemnify the Stockholders or otherwise hold them harmless pursuant to any agreement or other arrangement entered into prior to the Closing.
Release of Indemnity Obligations. The Purchaser shall have received the general release and discharge from the Stockholders referred to in Section 5.08 in form and substance satisfactory to the Purchaser in its sole and absolute discretion;
Release of Indemnity Obligations. Seller covenants and agrees, on or prior to Closing, to execute and deliver to the Company, for the benefit of the Company and each Subsidiary, a release in the form attached hereto as Schedule 6.14 (the “Release”).
Release of Indemnity Obligations. The Purchaser shall have received the general release and discharge from the Sellers referred to in Section 5.10 in form and substance satisfactory to the Purchaser;
Release of Indemnity Obligations. (a) Seller and Purchaser shall cooperate with each other with a view to entering into arrangements effective as of the Closing whereby Purchaser would be substituted for Seller in any guarantees, letters of comfort, indemnities or similar arrangements entered into by Seller in respect of the Business (but only to the extent such guarantees, letters of comfort, indemnities or arrangements constitute Assumed Liabilities). If Purchaser cannot enter into such arrangements, Seller shall not terminate such guaranty arrangements without Purchaser’s consent; provided, however, that Purchaser shall enter into a separate guaranty with Seller to guarantee the performance of the obligations of the relevant Person pursuant to the Contract underlying such guaranty arrangements.
Release of Indemnity Obligations. (a) Guidant and Abbott will cooperate with each other with a view to entering into arrangements effective as of the Closing whereby (i) the applicable Purchaser would be substituted for Guidant or its Affiliates (other than the Transferred Subsidiaries) in any guarantees, letters of comfort, indemnities or similar arrangements entered into by Guidant or its Affiliates (other than the Transferred Subsidiaries) in respect of the Business (but only to the extent such guarantees, letters of comfort, indemnities or arrangements constitute Assumed Liabilities) and (ii) Guidant or its Affiliates (other than the Transferred Subsidiaries) would be substituted for the applicable Transferred Subsidiary in any guarantees, letters of comfort, indemnities or similar arrangements entered into by Guidant or its Affiliates in respect of any other businesses of Guidant (but only to the extent such guarantees, letters of comfort, indemnities or arrangements constitute Excluded Liabilities). If such substitution cannot be effected in accordance with this Section 5.05, the guaranteeing party shall not terminate such guaranty arrangements without the consent of the other party; provided, however, that such party shall enter into a separate guaranty with the other party or its Affiliates to guarantee the performance of the obligations of the relevant Person pursuant to the contract underlying such guaranty arrangements.
Release of Indemnity Obligations. (a) Seller Parent and Buyer Parent shall cooperate with each other with a view to entering into arrangements effective as of the Closing whereby Buyer Parent or its Affiliates would be substituted for Seller Parent or any Retained Entity in any guarantees, letters of comfort, indemnities or arrangements entered into by Seller Parent or the Retained Entities in respect of the Business (but only to the extent such guarantees, letters of comfort, indemnities or similar arrangements constitute Assumed Liabilities). If Buyer Parent or its Affiliates cannot enter into the arrangements referred to above, Seller Parent shall not terminate any such guarantee, letter of comfort, indemnity or arrangement without Buyer Parent’s prior written consent; provided, however, that Buyer Parent shall enter into a separate guaranty with Seller Parent or the applicable Retained Entity to guarantee the performance of the obligations of Seller Parent or such Retained Entity, as applicable, under the Contract underlying such guarantee, letter of comfort, indemnity or arrangement to the extent such obligations constitute Assumed Liabilities or terms reasonably acceptable to Buyer Parent.
