RELEASE OF THE ASSURANCES. The Transferee covenants that, at the written request of TD Transferor made from time to time after the Release Time, the Transferee will use best efforts to execute and deliver all such instruments of assumption and acknowledgements in order to effect the release and discharge in full of any Assurance given by TD Transferor to any Person in respect of any obligation or liability of the Service Operations, and shall procure the assumption of, and the substitution of the Transferee as the primary obligor in respect of, each such Assurance on a non-recourse basis to TD Transferor. Pending such release and discharge, the Transferee hereby agrees with the TD Transferor that the Transferee will assume and pay and discharge when due, and indemnify each Transferor Indemnified Person against, all such Assurances.
Appears in 3 contracts
Samples: Transfer and Assumption Agreement (Td Waterhouse Group Inc), Transfer and Assumption Agreement (Td Waterhouse Group Inc), Transfer and Assumption Agreement (Td Waterhouse Group Inc)
RELEASE OF THE ASSURANCES. The Transferee covenants that, at the written request of TD TDSI Transferor made from time to time after the Release Time, the Transferee will use best efforts to execute and deliver all such instruments of assumption and acknowledgements in order to effect the release and discharge in full of any Assurance given by TD TDSI Transferor to any Person in respect of any obligation or liability of the Service OperationsTransferred Business, and shall procure the assumption of, and the substitution of the Transferee as the primary obligor in respect of, each such Assurance on a non-recourse basis to TD TDSI Transferor. Pending such release and discharge, the Transferee hereby agrees with the TD TDSI Transferor that the Transferee will assume and pay and discharge when due, and indemnify each Transferor Indemnified Person against, all such Assurances.
Appears in 3 contracts
Samples: Transfer and Assumption Agreement (Td Waterhouse Group Inc), Transfer and Assumption Agreement (Td Waterhouse Group Inc), Transfer and Assumption Agreement (Td Waterhouse Group Inc)