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 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. 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. The Company agrees to use its best efforts to remove the Guarantees by November 1, 2000.
Removal of Guarantees. Sellers and IP Sellers hereby represent and warrant to Buyer that Schedule 7.16 sets forth all letters of credit, guarantees, surety bonds, or other credit support provided by or arranged by Sellers, IP Sellers or their respective Affiliates which benefit the Businesses and for which Buyer would be reasonably expected to replace letters of credit, guarantees, surety bonds, or other credit support following the Closing. To Sellers' Knowledge and to IP Sellers' Knowledge, other than as set forth on Schedule 7.16, Buyer will not be required to provide or arrange for any letters of credit, guarantees, surety bonds, or other credit support following the Closing to allow Buyer to operate the Businesses as currently operated from and after the Closing, to receive the benefits of any Assumed Contracts, or to continue any existing customer, supplier, vendor or other business relation. Following the Closing, each Seller and IP Seller agrees that it will keep in place all letters of credit, guarantees, surety bonds, or other credit support existing on the date hereof or on the Closing Date (whether or not set forth on Schedule 7.16) applicable to it and not take any action to terminate or modify such letters of credit, guarantees, surety bonds, or other credit support until the expiration by its terms of such letters of credit, guarantees, surety bonds, or other credit support. To the extent required by a Governmental Body in connection with a remediation obligation relating to a pre-Closing environmental condition, Sellers agree to issue a letter of credit or provide such other letters of credit, guarantees, surety bonds, or other credit support or other financial assurance mechanism, and continue thereafter to reissue or renew such credit, guarantees, surety bonds, or other credit support or other financial assurance mechanism indefinitely, and indemnify Buyer for any obligation or Damages incurred in connection therewith. Except for that certain letter of credit marked with an asterisk on Schedule 7.16 (for which Buyer shall have no Liability), Buyer hereby agrees to indemnify the applicable Seller or IP Seller for any Liability to the beneficiary of such letters of credit, guarantees, surety bonds, or other credit support pursuant to the terms of such credit support and which relates to a default by Buyer of the underlying obligations pursuant to which such credit support was put in place and which first arises following the Closing. With respect to letters of cr...
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:
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. Following the Closing, Buyer shall take reasonable actions (and shall bear all costs and expenses related thereto) required to cause any guarantee by any Seller or other third party of any liability or obligation of Company that is not terminated in full prior to the Closing to be terminated in full as promptly as practicable (the “Guarantee Removals”). If it is commercially impractical to remove a guaranty, then Buyer shall indemnity the guarantors for any such guarantees.
