Release of Guarantees or Indemnity. (a) SpinCo will use its reasonable best efforts to ensure that Cogint and/or any applicable member of the Cogint Group is released following the Spin-Off Date as guarantor of or obligor under any loan, guarantee, lease, Contract or other SpinCo Liability, including those set forth on Schedule 4.6 hereto in favor of SpinCo or any members of the SpinCo Group (each, a “Guarantee”). On or prior to the Spin-Off Date, to the extent required to obtain a release from any such Guarantee, and to the extent reasonably practicable, a SpinCo Entity will execute a Contract in the form of the existing Contract relating to such Guarantee or such other form as is reasonably agreed to by Cogint and the relevant parties to such Guarantee undertaking such obligation(s).
Appears in 2 contracts
Samples: Separation and Distribution Agreement (Red Violet, Inc.), Separation and Distribution Agreement (Cogint, Inc.)
Release of Guarantees or Indemnity. (a) SpinCo will use its reasonable best efforts to ensure that Cogint and/or any applicable member of the Cogint Group is released following the Spin-Off Date as guarantor of or obligor under any loan, guarantee, lease, Contract or other SpinCo Liability, including those set forth on Schedule 4.6 hereto in favor of SpinCo or any members of the SpinCo Group (each, a “Guarantee”). On or prior to the Spin-Off Date, to the extent required to obtain a release from any such Guarantee, and to the extent reasonably practicable, a SpinCo Entity will execute a Contract in the form of the existing Contract relating to such Guarantee or such other form as is reasonably agreed to by Cogint and Parent and the relevant parties to such Guarantee undertaking such obligation(s).
Appears in 2 contracts
Samples: Separation and Distribution Agreement, Separation and Distribution Agreement (Cogint, Inc.)