Personal Guaranties. Within 10 business days after the Closing, TST and Brokat shall have taken the necessary steps to relieve the Individual Shareholders of personal guaranties on a TST line of credit and other liabilities of TST with a present aggregate outstanding balance of approximately $60,000.00 (Sixty Thousand United States Dollars) which they have made on behalf of TST as principal debtor. The Individual Shareholders shall deliver to Brokat, at or before the Closing, documentation evidencing such guaranties and the amount thereof. From and after the Closing, Brokat agrees to indemnify and hold the Individual Shareholders from and against any and all liability under the mentioned guaranties.
Personal Guaranties. Options shall attempt to effect the removal of Xxxxxxxx from any and all personal guaranties for vendor relationships that relate to or arise from the Merger Agreement and subsequent events arising from that agreement, specifically identified as : (a) Xxxxxx Leasing A/C 001-037-4743-002; (b) Xxxxxx Leasing A/C 001-037-4743-001; (c) American Express A/C 000000000000000; and (d) American Express A/C 000000000000000. In the event that Options is unable to effect the removal of Xxxxxxxx as guarantor from the obligations identified as Section 5(b)-(d) within 5 days of this Agreement, it shall pay off and discharge those obligations in full and indemnify and hold harmless Xxxxxxxx from any and all damages for any action filed in connection with these obligation. In the event that Options is unable to effect the removal of Xxxxxxxx as guarantor from the obligation identified as 5(a) within 5 days of this Agreement, Options shall deposit a sum equal to the full payout of that obligation, including principal, interest, fees, and costs, into the trust account of its attorneys, Xxxxxx Xxxxxx LLP with irrevocable instructions that the sum shall be solely used for the monthly payment of the obligation, and Options shall pay off and discharge those obligations in full, and indemnify and hold harmless Xxxxxxxx from any and all damages for any action filed in connection with these obligation.
Personal Guaranties. The personal guarantees given by any and all guarantors shall be valid for the entire term of the Lease, commencing upon mutual execution, of this Lease.
Personal Guaranties. Acquirer shall replace and/or remove personal guaranties and collateral guaranties identified in Item 7.3 of the Shareholder Disclosure Letter (the "Guaranties") on or before the first anniversary of the date of this Agreement. Acquirer agrees to indemnify Key Shareholders and hold Key Shareholders harmless from costs, expenses, or obligations of any and every description that Key Shareholders may suffer, arising directly under or in connection with the Guaranties; provided, however, such costs, expenses and/or obligations shall be capped at the amount of the principal and accrued interest under the loans secured by the Guaranties on the date hereof Key Shareholders will notify Acquirer promptly upon the filing or taking of any action to which this indemnity applies, and Acquirer within 10 days of notice shall assume the defense and control of any such action with Key Shareholders' consent which shall not be unreasonably withheld and Acquirer may dispose of such action as it determines in its reasonable discretion (other than by admitting or consenting to any matter that adversely affects Key Shareholders). Key Shareholders shall have the right to participate in any such defense of a claim with advisory counsel of its own choosing, at its own expense. If the Acquirer fails to defend within a reasonable time after notice of any such claim, the Key Shareholders shall have the right to undertake the defense, compromise, or settlement of such a claim on behalf and for the account of the Acquirer at Acquirer's expense and risk. Notwithstanding anything to the contrary contained in this Section 7.4, Acquirer shall have a right of setoff of its obligations under this Section 7.4 if Key Shareholders are in material breach of this Agreement. Neither Acquirer nor Key Shareholders shall increase the obligations of any Key Shareholders under any Guaranties.
Personal Guaranties. In the event a financial institution (the “Lender”! requires in connection with an extension of credit to the Company, approved by the Partners in accordance with Subsection 6.11 (i) of the Agreement, that one or more Partners must guarantee repayment (collectively, “Guaranties” and, individually^ a “Guaranty”) of any loan or other financial obligation to repay such credit (collectively, the “Loan Obligation’’^ and if the Lender recovers payment from fewer than all of such Partners (collectively, the “Paving Guarantors”, and, individually, a “Paving Guarantor”), then each Partner of the Company who consented to and guaranteed the Loan Obligation (the “Contributing Guarantors” and, individually, a “Contributing Guarantor”) shall be obligated to pay his or her proportionate share of the Loan Obligation or contribute proportionately to the Paying Guarantors his or her proportionate share of the full amounts which are repaid to the Lender by the Paying Guarantors. Fourth Amended and Restated Operating Agreement of CGCN Group, LLC dated as of January 1, 2018 Schedules, exhibits, charts & graphic materials used to explain.every section of this agreement are on pages 36-44 Received By NSD/FARA Registration Unit 06/27/2018 03:55:00 PM Received By NSD/FARA Registration Unit 06/27/2018 03:55:00 PM 6/27/18
Personal Guaranties. Purchaser shall make best efforts to obtain the release or termination of all Personal Guaranties from PGM's lenders within ninety (90) days from the date of Closing. If any such Personal Guaranties are not released within ninety (90) days of the Closing, Purchaser shall indemnify Sellers and hold them harmless for and from any and all claims and any and all losses by and all losses arising under such Personal Guaranties for obligations under such Personal Guaranties arising because of advances or obligations arising under the Guarantied Loans after the Closing.
Personal Guaranties. Except for Gxxx Xxxxxxx (and his spouse, if any), whose Personal Guaranty shall be in the form attached hereto as Schedule 3.7, no other person holding any stock of other equity interest in the Purchaser, or any party affiliated with the Purchaser, is giving a personal guaranty to Mountain West Bank or any affiliate of said bank with respect to financing the purchase of any of the Transferred Assets.
Personal Guaranties. An original personal guaranty by (i) Xxxx Xxxxxxxxx and Xxxx Xxxxx Xxxxxxxxx, husband and wife, and (ii) Xxxxxx Xxxxx and Xxxxxxxx Xxxxx, husband and wife, in the forms attached as Exhibits C and D.
Personal Guaranties. First Merchants shall use its commercially reasonable best efforts to promptly remove Xxxxxxx Xxxxxx from all personal guaranties of C Financial or Bank obligations which are assumed by First Merchants or FMB pursuant to the Merger or the Bank Merger. First Merchants also agrees to indemnify, defend and hold Xx. Xxxxxx harmless from and against any liabilities arising from these obligations after the Effective Date.
Personal Guaranties. On the Closing Date, CyberGuard shall obtain the release of all Shareholder personal guaranties for the Loans.
