Removal of Guarantees. All of the Persons set forth on Schedule 9.6 shall have been removed as guarantors guaranteeing the Real Property Leases pursuant to the personal guarantees set forth on Schedule 9.6.
Removal of Guarantees. In connection with TriZetto's assumption of CBS' obligations, TriZetto shall use its best efforts to have the CBS Stockholders released from their personal guarantees of CBS' obligations under the credit facility with Bank of Texas, N.
A. In the event that TriZetto is unable to remove such guarantees prior to April 10, 1999, TriZetto covenants and agrees that it will not renew such credit facility without the prior written consent of the CBS Stockholders.
Removal of Guarantees. Except as otherwise specified in any Ancillary Agreement, at or prior to the Effective Time or as soon as practicable thereafter, (i) Cummins shall (with the reasonable cooperation of the applicable member of the Filtration Group) use its commercially reasonable efforts to have each member of the Filtration Group removed as guarantor of or obligor for any Cummins Retained Liability no later than the Disposition Date to the fullest extent permitted by applicable Law, including in respect of those guarantees set forth on Schedule 2.10(a)(i), to the extent that they relate to Cummins Retained Liabilities; and (ii) Filtration shall (with the reasonable cooperation of the applicable member of the Cummins Group) use commercially reasonable efforts to have each member of the Cummins Group removed as guarantor of or obligor for any Filtration Liability no later than the Disposition Date, to the fullest extent permitted by applicable Law, including in respect of those guarantees set forth on Schedule 2.10(a)(ii), to the extent that they relate to Filtration Liabilities.
Removal of Guarantees. Following the Closing, Purchaser shall use commercially reasonable efforts (and shall bear all costs and expenses related thereto) to cause the guarantees set forth on Schedule 6.6 that are not terminated in full prior to, or at, the Closing to be terminated in full as promptly as practicable, but no later than the day that is ninety (90) days following the Closing, unless a guarantee or the applicable loan documents require a longer time period for such guarantee to be terminated or replaced. Furthermore, as promptly as practicable after the date of this Agreement, Seller shall use reasonable efforts and will cooperate with Purchaser to have any guarantees set forth on Schedule 6.6 transferred to Purchaser (or one of its Affiliates) or terminated effective as of the Closing.
Removal of Guarantees. Following the Closing, Buyer shall use its commercially reasonable efforts to have Temple removed as a guarantor from all personal guarantees set forth in Schedule 5.14 of Company obligations. To the extent Temple suffers any liability as a result of Buyer's failure to perform its obligations pursuant to this Section 5.14, Buyer will indemnify Temple from and against all such liabilities.
Removal of Guarantees. The Buyer shall utilize best efforts to remove Xx. Xxxxx or any other Person as a guarantor from all guarantees made prior to the Closing Date for the benefit of the Companies and shall indemnify and hold harmless Xx. Xxxxx and any other guarantor thereof in accordance with §8 below.
Removal of Guarantees. As a condition to the completion of the purchase by the Purchaser, the Purchaser shall be obligated to obtain releases, on behalf of the Seller, from any guarantees by the Seller of indebtedness and other obligations of the Company. If such releases are not provided to the Seller on or before the Closing Date, in form satisfactory to the Seller and his counsel, the Seller shall have the following options, notice of the choice of which must be provided to Purchaser within sixty (60) days following the originally designated Closing Date:
(1) To consummate the sale contemplated hereunder, but subject to an unlimited joint and several indemnity from the Company and the Purchaser, in form satisfactory to the Seller and his counsel, holding the Seller harmless from any claims and losses arising by reason of such unreleased guarantees; or
(2) To purchase all Shares owned by the Purchaser upon all of the same terms and conditions hereinabove described, including the provision of this subparagraph (iv); provided, however, that if the Seller chooses to acquire the Purchaser's Shares pursuant to this 18 22 subparagraph (iv)(2), but is unable to obtain the removal of all necessary guarantees, then in such case, the parties agree that they shall be deemed to have elected application of subparagraph (iv)(3) below; or
(3) To require a sale of 100% of the Shares, or substantially all of the assets of the Company, to a third party purchaser, upon terms and conditions mutually agreeable to the Members. In the event the Members are unable to agree upon the procedures to be followed in seeking such a purchaser, or upon the terms and conditions of a sale, the Management Committee shall choose an independent third party (which may be an investment banking firm, certified public accounting firm, or any other third party that is qualified to value businesses of the nature conducted by the Company) which shall direct the effort to sell such Shares or assets. In such event, the Management Committee shall accept that offer obtained within six (6) months after hiring such third party which is recommended by such third party as containing the most favorable terms, taken as a whole unless the Members unanimously agree that such offer is not acceptable. Each of the Members shall cooperate fully with the Company and/or such third party in order to effect the sale of Shares or assets, including by giving standard representations and warranties to the purchaser thereof and entering into no...
Removal of Guarantees. Following the Closing, Purchaser shall use its best commercial efforts (and shall bear all costs and expenses related thereto) to assist Seller in obtain releases satisfactory to Seller from Investissement Québec and the Bank of Montreal for any sureties and other Encumbrances against Seller, which relate to the Current Liabilities and the Permitted Encumbrances, and shall indemnify and hold harmless Seller thereof.
Removal of Guarantees. The Company agrees to use its best efforts to remove the Guarantees by November 1, 2000.
Removal of Guarantees. Following the Closing, Buyer shall take all reasonable actions (and shall bear all costs and expenses related thereto) required to cause any guarantee set forth on Section 5.07 of the Disclosure Schedules, and any other guarantee by any Seller or other third party of any liability or obligation of Company that is not terminated in full prior to, or at, the Closing to be terminated in full as promptly as practicable, but no later than the day that is 60 days following the Closing (the “Guarantee Removals”). The parties acknowledge and agree that, for purposes of this Section 5.07, the following shall be deemed “reasonable actions”: (i) offering for Buyer or Company to replace the guarantor on any such guarantee; (ii) ending Company’s relationship with such guaranteed Person, so long as Company can replace such relationship with that of a substantially similar Person; and (iii) posting a bond or letter of credit in the amount requested by the guaranteed Person.
