Release of Shareholder Guarantees. All personal guarantees of the Shareholders executed in favor of Amalgamated Bank in connection with Seller’s credit facility arrangement therewith shall have been released prior to or on the Closing Date.
Release of Shareholder Guarantees. Prior to Closing, Purchaser shall use its commercially reasonable efforts to obtain the release of the personal guarantees of the Shareholders in favor of Amalgamated Bank executed in connection with Seller’s credit facility arrangement therewith, including, if required to do so, causing the Acquiror Parent to execute a guarantee in favor of Amalgamated Bank to replace the Shareholders’ obligations in respect thereof under their respective personal guarantees.
Release of Shareholder Guarantees. Verticalnet promptly shall use its commercially reasonable efforts to assume, and/or release the Shareholder from, any and all obligations under all personal guarantees made by the Shareholder with respect to the Business prior to the Closing Date (collectively, the “Shareholder Guarantees”). To the extent that a Shareholder Guaranty is not released, Verticalnet hereby agrees to indemnify, defend, protect and hold the Shareholder harmless from any Losses suffered, sustained, incurred or paid by the Shareholder in connection with, resulting from, or arising out of, directly or indirectly, such Shareholder Guarantee.
Release of Shareholder Guarantees. Each of the Purchaser and the Surviving Corporation shall use its reasonable efforts to cause all guarantees of any Shareholder that are listed in Section 5.24 of the Disclosure Schedule to be released and terminated in writing in form and substance reasonably satisfactory to the Shareholders’ Representative, and pending such release and termination, the Purchaser shall indemnify such Shareholder for any Losses which he or she may incur in connection with any such guaranty. For purposes of this Section 5.24, the use of “reasonable efforts” shall not be deemed to require the payment of any money (in addition to amounts payable to satisfy the guaranty obligation) to any third party.
Release of Shareholder Guarantees. The Purchaser shall assume without recourse to Shareholders or other guarantors, or secure the release of the guaranties securing obligations of the Company set forth in the DISCLOSURE SCHEDULES as soon as practicable after the Closing.
Release of Shareholder Guarantees. Buyer shall use its best efforts to (i) cause itself or Clear to be substituted in all respects for the Shareholder, effective as of the Closing, in respect of all obligations of the Shareholder under any guaranty (the "Guaranties") given by the Shareholder for the benefit of any of the Companies (other than TFOC and the Foreign Subsidiaries) with respect to any Non-Affiliate Debt that is not repaid by the Buyer immediately after the Closing, and (ii) obtain the release of all associated collateral owned by the Shareholder. From and after the Closing, with respect to any of the Guaranties for which no such substitution is effected, Buyer and Clear shall indemnify the Shareholder against any liability under any of such Guaranties.
Release of Shareholder Guarantees. Within 90 days after the Closing Date, the Parent will use its best efforts to obtain the release of Shareholder from any and all personal guarantees previously given by Shareholder to secure the Company's long-term debt obligations. In the event that the Parent is unable to obtain such releases from the Company's lenders, the Parent shall cause the Surviving Corporation to pay off or otherwise retire all of the Company's indebtedness secured by the personal guarantee of the Shareholder, up to a maximum of $39,000. To the extent that the pay off amounts necessary to cause the release of Shareholder's guarantees exceed $39,000, Shareholder agrees that such excess amounts shall be an adjustment to the Cash Consideration as provided in Section 3.1 above.
Release of Shareholder Guarantees. After the Closing, Parent shall use all reasonable commercial efforts (other than with respect to leases for which consents are not obtained by the Company after Closing) to obtain the release of any guarantee or other similar obligations of any of the Shareholders relating to the Company, its indebtedness for borrowed money, other liabilities or obligations, or business operations (the "Shareholder Guarantees").
Release of Shareholder Guarantees. IRET shall have used its best efforts, including offering its corporate guarantee as substitution, to secure the release of all Shareholder guarantees of Company obligations.
Release of Shareholder Guarantees. Parent shall use all reasonable efforts prior and subsequent to the Closing Date to assume the obligations and to cause the release of Xxxxxxx Xxxxxxx as guarantor under the agreements set forth on Schedule 5.13.
