LOANS, BORROWINGS, GUARANTEES AND INDEMNITIES 16 Sample Clauses

LOANS, BORROWINGS, GUARANTEES AND INDEMNITIES 16. 5.1 Upon a transfer of all the Shares held by a Shareholder: (a) the continuing Shareholder shall procure that all loans, borrowings and indebtedness in the nature of borrowings outstanding owed by any Group Company to a transferring Shareholder or to an Associated Company of a transferring Shareholder (together with any accrued interest) are either assigned to the continuing Shareholder for such value as may be agreed in writing between the transferring Shareholder and the continuing Shareholder, or failing agreement with the continuing Shareholder, are repaid by the relevant Group Company; (b) all loans, borrowings and indebtedness in the nature of borrowings outstanding owed by that transferring Shareholder to any Group Company shall be repaid; and (c) the continuing Shareholder shall use all reasonable endeavours (but without involving any financial obligation on its part) to procure the release of any guarantees, indemnities, security or other comfort given by the transferring Shareholder to or in respect of the Company or its Business and, pending such release, shall indemnify the transferring Shareholder in respect of them. <PAGE> 16.5.2 Any assumption of the obligations of a transferring Shareholder by the continuing Shareholder is without prejudice to the right of the continuing Shareholder and/or the Company to claim from the transferring Shareholder in respect of liabilities arising prior to the completion date of the transfer of Shares. 16.6
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