Release of Personal Guaranties. Buyer agrees to use its reasonable efforts to have each of the Stockholders released, as promptly as possible but no later than 30 days after the Closing Date, from any personal obligations entered into by such Stockholder in connection with Debt that is not paid in full at the Closing. Parent shall indemnify, defend and hold harmless Stockholders for any loss or other matter suffered as a result of such personal guaranties prior to release. If Buyer cannot obtain a release within 60 days, Buyer will pay off the underlying obligation in full.
Release of Personal Guaranties. Promptly following the Closing, Buyer shall use its best efforts to cause any creditor of the Company to release any personal guaranties extended by the Sellers to such creditor and shall indemnify the Sellers against any claims by such creditors based on such personal guaranties.
Release of Personal Guaranties. If Employer’s employment is terminated without Cause or under sub-paragraphs (b) or (c) of this Section 4, or upon this Agreement expiring at the end of the Term, as the same may be extended or amended, Employer and Parent shall take action to obtain releases of the Personal Guaranties. In such an instance, moreover, Employer and Parent hereby agree to indemnify and hold harmless Employee from any liability under the Personal Guaranties from and after the date of Employee’s termination of employment. If Employee is terminated for Cause or voluntarily resigns from Employer prior to the expiration of the Term, as the same may be extended or amended, Employer and Parent shall be obligated to relieve Employee of or indemnify Employee from any liability resulting from the Personal Guaranties as follows. Following the determination of the amount of losses incurred with respect to purchase order advances and purchased invoices on the books of Employer at the time of Employee’s termination of employment from Employer (the “Adjusted Guaranty Amount”), Employer and Parent shall take action to obtain releases of the Personal Guaranties to the extent required so that Employee’s total liability with respect thereto does not exceed the Adjusted Guaranty Amount. In such an instance, moreover, Employer and Parent hereby agree to indemnify and hold harmless Employee from any liability under the Personal Guaranties from and after the date of Employee’s termination of employment so that Employee’s total liability with respect thereto does not exceed the Adjusted Guaranty Amount.
Release of Personal Guaranties. Purchaser shall cause any ------------------------------ personal guaranties of any Seller, Shareholder or Venturer with respect to any Assumed Liability of the Business to be released on or prior to the Closing. If such release cannot be obtained, Graphic shall unconditionally guaranty the performance of Purchaser with respect to such guaranteed liability.
Release of Personal Guaranties. Upon Closing, Purchaser shall cooperate fully with Seller and shall utilize its best efforts in attempting to obtain the prompt release by applicable third parties of the personal guaranties by Seller of indebtedness of the Company which are shown on attached SCHEDULE 5.13.
Release of Personal Guaranties. On or before December 31, 1997, HALIS shall cause all personal guaranties with respect to the indebtedness of PRN in the principal amount of $520,000 to Central Bank of Florida to be terminated by refinancing, payment in full or otherwise.
Release of Personal Guaranties. The Shareholders shall have received a release from Bank One of the lien on the Shares owned by Xxxxx and Xxxxxx.
Release of Personal Guaranties. Any personal guaranties of any individual Sciences Shareholder with respect to credit extended to Sciences or any Subsidiary shall be or shall have been released at or immediately before Closing.
Release of Personal Guaranties. U.S. National Bank of Oregon ("USNB") shall have waived or consented to the Merger or, if USNB has not released each of the Key Shareholders from personal guaranties delivered by such Key Shareholders to USNB with respect to the line of credit and indebtedness incurred by K-C with USNB, KTI shall indemnify and hold the Key Shareholders harmless from any demand, claim or payment made by Key Shareholders to USNB for any indebtedness of K-C in respect of such guaranties, and KTI shall, within 30 days of notice from USNB, either purchase the notes for which the guaranties were given or refinance the notes causing the guaranties to be released if USNB determines within 60 days hereof that it will not release the guaranties. So long as any personal guaranty of a Key Shareholder is in effect, Merger Corp. shall not (a) disburse any funds to KTI for corporate overhead allocations, (b) loan any funds to KTI or any subsidiary of KTI other than Merger Corp., and (c) declare dividends. After the Closing, Merger Corp. shall not disburse funds to KTI or subsidiaries of KTI for allocated corporate overhead expenses, dividends or loans if such disbursements would impair K-C's ability to meet its obligations to non-K-C entities in accordance with the terms of such obligations. The covenants in this subsection shall survive the Closing.
Release of Personal Guaranties. 37 9.6 Winding Down of Plans.................................................37
