Common use of RELEASE FROM GUARANTEES; REPAYMENT OF CERTAIN OBLIGATIONS Clause in Contracts

RELEASE FROM GUARANTEES; REPAYMENT OF CERTAIN OBLIGATIONS. Healthworld shall use commercially reasonable efforts to have the U.K. Stockholder released from any and all guarantees on any indebtedness or obligation that he personally guaranteed and from any and all pledges of assets that he pledged to secure such indebtedness or obligation for the benefit of the Company, with all such guarantees on indebtedness or obligation being assumed by Healthworld. In the event that Healthworld cannot obtain such releases from the lenders of any such guaranteed indebtedness or the obligee of any guaranteed obligation on or prior to 120 days subsequent to the Closing Date, Healthworld shall pay off or otherwise refinance or retire such indebtedness or obligation. From and after the Closing Date and until such time as all of such indebtedness or obligation is paid off, refinanced or retired, Healthworld shall maintain unencumbered funds in amounts sufficient to provide for such pay off, refinancing or retirement, provided that Healthworld may use such funds for other purposes, in its sole discretion, with the prior written consent of the U.K. Stockholder. Furthermore, Healthworld shall assume all obligations which the U.K. Stockholder may have incurred to guarantee any lease of the Company and shall indemnify and hold harmless the U.K. Stockholder from any cost or expense arising under any such lease guarantee.

RELEASE FROM GUARANTEES; REPAYMENT OF CERTAIN OBLIGATIONS. Healthworld shall use commercially reasonable efforts to have the U.K. Stockholder released from any and all guarantees on any indebtedness or obligation that he personally guaranteed and from any and all pledges of assets that he pledged to secure such indebtedness or obligation for the benefit of the Company, with all such guarantees on indebtedness or obligation being assumed by Healthworld. In the event that Healthworld cannot obtain such releases from the lenders of any such guaranteed indebtedness or the obligee of any guaranteed obligation on or prior to 120 days subsequent to the Closing Date, Healthworld shall pay off or otherwise refinance or retire such indebtedness or obligationindebtedness. From and after the Closing Date and until such time as all of such indebtedness or obligation is paid off, refinanced or retired, Healthworld shall maintain unencumbered funds in amounts sufficient to provide for such pay off, refinancing or retirement, provided that Healthworld may use such funds for other purposes, in its sole discretion, with the prior written consent of the U.K. Stockholder. Furthermore, Healthworld shall assume all obligations which the U.K. Stockholder may have incurred to guarantee any lease of the Company and shall indemnify and hold harmless the U.K. Stockholder from any cost or expense arising under any such lease guarantee.. Healthworld Agreement and Plan of Organization/Garnham --------------------------------------------------------------------------------

RELEASE FROM GUARANTEES; REPAYMENT OF CERTAIN OBLIGATIONS. Healthworld shall use commercially reasonable efforts to have each of the U.K. Stockholder U.S. Stockholders released from any and all guarantees on any indebtedness or obligation that he personally guaranteed and from any and all pledges of assets that he pledged to secure such indebtedness or obligation for the benefit of the Company, with all such guarantees on indebtedness or obligation being assumed by Healthworld. In the event that Healthworld cannot obtain such releases from the lenders of any such guaranteed indebtedness or the obligee of any guaranteed obligation on or prior to 120 days subsequent to the Closing Date, Healthworld shall pay off or otherwise refinance or retire such indebtedness or obligation. From and after the Closing Date and until such time as all of such indebtedness or obligation is paid off, refinanced or retired, Healthworld shall maintain unencumbered funds in amounts sufficient to provide for such pay off, refinancing or retirement, provided that Healthworld may use such funds for other purposes, in its sole discretion, with the prior written consent of the U.K. Stockholdereach U.S. Stockholder who has not as of that time been released from his guarantee as described above and whose indebtedness as described above has not as of that time been paid off, refinanced 44 Healthworld Agreement and Plan of Organization/US -------------------------------------------------------------------------------- or retired. Furthermore, Healthworld shall assume all obligations which any the U.K. U.S. Stockholder may have incurred to guarantee any lease of the Company and shall indemnify and hold harmless the U.K. Stockholder U.S. Stockholders from any cost or expense arising under any such lease guarantee.