Common use of Loans, borrowings, guarantees and indemnities Clause in Contracts

Loans, borrowings, guarantees and indemnities. (a) Upon a Transfer of all the Shares held by a Shareholder: (i) the remaining Shareholders shall procure that all loans, borrowings and indebtedness in the nature of borrowings outstanding owed by the Company to a transferring Shareholder (together with any accrued interest) are either assigned to each of the remaining Shareholders for a value as may be agreed between the transferring Shareholder and all the remaining Shareholders and in the proportion which the Respective Proportion of that remaining Shareholder bears to the total Respective Proportions of all the remaining Shareholders, or failing agreement with all the remaining Shareholders, are repaid by the Company; (ii) all loans, borrowings and indebtedness in the nature of borrowings outstanding owed by that transferring Shareholder to the Company shall be required to be repaid; and (iii) the remaining Shareholders shall use all reasonable endeavours (but without involving any financial obligation on their 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 the release, shall indemnify the transferring Shareholder in respect of them. (b) Any assumption of the obligations of a transferring Shareholder by the remaining Shareholders is without prejudice to the rights of the remaining Shareholders 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 and acceptance of that liability shall be a condition to any release.

Loans, borrowings, guarantees and indemnities. (a) 9.7.1 Upon a Transfer transfer of all the Shares held by a Shareholder: (i) the remaining Shareholders shall procure that all loans, borrowings and indebtedness in the nature of borrowings outstanding owed by the Company to a transferring Shareholder (together with any accrued interest) are either assigned to each of the remaining Shareholders for a value as may be agreed between the transferring Shareholder and all the remaining Shareholders and in the proportion which the Respective Proportion of that remaining Shareholder bears to the total Respective Proportions of all the remaining Shareholders, or failing agreement with all the remaining Shareholders, are repaid by the Company; (ii) all loans, borrowings and indebtedness in the nature of borrowings outstanding owed by that transferring Shareholder to the Company shall be required to be repaid; and (iii) the remaining Shareholders shall use all reasonable endeavours (but without involving any financial obligation on their 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 the release, shall indemnify the transferring Shareholder in respect of them. (b) 9.7.2 Any assumption of the obligations of a transferring Shareholder by the remaining Shareholders is without prejudice to the rights of the remaining Shareholders and/or the Company to claim from the transferring Shareholder in respect of liabilities arising prior to the completion date of the Transfer transfer of Shares and acceptance of that liability shall be a condition to any releaseShares.

Loans, borrowings, guarantees and indemnities. (a) 6.1 Upon a Transfer transfer of all the Shares held by a Shareholder: (ia) the remaining Shareholders continuing Shareholder shall procure that all loans, borrowings and indebtedness in the nature of borrowings outstanding owed by the Company to a transferring Shareholder (together with any accrued interest) are either assigned to each of the remaining Shareholders continuing Shareholder for a such value as may be agreed between the transferring Shareholder and all the remaining Shareholders and in the proportion which the Respective Proportion of that remaining Shareholder bears to the total Respective Proportions of all the remaining Shareholderscontinuing Shareholder, or failing agreement with all the remaining Shareholderscontinuing Shareholder, are repaid by the Company; (iib) all loans, borrowings and indebtedness in the nature of borrowings outstanding owed by that transferring Shareholder to the Company shall be required to be repaid; and (iiic) the remaining Shareholders continuing Shareholder shall use all reasonable endeavours (but without involving any financial obligation on their 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 the such release, shall indemnify the transferring Shareholder in respect of them. (b) 6.2 Any assumption of the obligations of a transferring Shareholder by the remaining Shareholders continuing Shareholder is without prejudice to the rights right of the remaining Shareholders 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 transfer of Shares and acceptance of that liability shall be a condition to any releaseShares.

Loans, borrowings, guarantees and indemnities. (a) 16.5.1 Upon a Transfer transfer of all the Shares held by a Shareholder: (ia) the remaining Shareholders continuing Shareholder shall procure that all loans, borrowings and indebtedness in the nature of borrowings outstanding owed by the 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 each of the remaining Shareholders continuing Shareholder for a such value as may be agreed in writing between the transferring Shareholder and all the remaining Shareholders and in the proportion which the Respective Proportion of that remaining Shareholder bears to the total Respective Proportions of all the remaining Shareholderscontinuing Shareholder, or failing agreement with all the remaining Shareholderscontinuing Shareholder, are repaid by the relevant Group Company; (iib) all loans, borrowings and indebtedness in the nature of borrowings outstanding owed by that transferring Shareholder to the any Group Company shall be required to be repaid; and (iiic) the remaining Shareholders continuing Shareholder shall use all reasonable endeavours (but without involving any financial obligation on their 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 the such release, shall indemnify the transferring Shareholder in respect of them. (b) 16.5.2 Any assumption of the obligations of a transferring Shareholder by the remaining Shareholders continuing Shareholder is without prejudice to the rights right of the remaining Shareholders 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 transfer of Shares and acceptance of that liability shall be a condition to any releaseShares.

Loans, borrowings, guarantees and indemnities. (a) 6.1 Upon a Transfer transfer of all the Shares held by a Shareholder: (ia) the remaining Shareholders continuing Shareholder shall procure that all loans, borrowings and indebtedness in the nature of borrowings outstanding owed by the Company to a transferring Shareholder (together with any accrued interest) are either assigned to each of the remaining Shareholders continuing Shareholder for a such value as may be agreed between the transferring Shareholder and all the remaining Shareholders and in the proportion which the Respective Proportion of that remaining Shareholder bears to the total Respective Proportions of all the remaining Shareholderscontinuing Shareholder, or failing agreement with all the remaining Shareholderscontinuing Shareholder, are repaid by the Company; (iib) all loans, borrowings and indebtedness in the nature of borrowings outstanding owed by that transferring Shareholder to the Company shall be required to be repaid; and (iiic) the remaining Shareholders continuing Shareholder shall use all reasonable endeavours (but without involving any financial obligation on their 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 the such release, shall indemnify the transferring Shareholder in respect of them. (b) 6.2 Any assumption of the obligations of a transferring Shareholder by the remaining Shareholders continuing Shareholder is without prejudice to the rights right of the remaining Shareholders 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 transfer of Shares and acceptance of that liability shall be a condition to any releaseShares.

Loans, borrowings, guarantees and indemnities. (a) Upon a Transfer transfer of all the Shares held by a Shareholder: (i) the remaining Shareholders continuing Shareholder shall procure that all loans, borrowings and indebtedness in the nature of borrowings outstanding owed by the Company to a transferring Shareholder (together with any accrued interest) are either assigned to each of the remaining Shareholders continuing Shareholder for a such value as may be agreed between the transferring Shareholder and all the remaining Shareholders and in the proportion which the Respective Proportion of that remaining Shareholder bears to the total Respective Proportions of all the remaining Shareholderscontinuing Shareholder, or failing agreement with all the remaining Shareholderscontinuing Shareholder, are repaid by the Company; (ii) all loans, borrowings and indebtedness in the nature of borrowings outstanding owed by that the transferring Shareholder to the Company shall be required to be repaid; and (iii) the remaining Shareholders continuing Shareholder shall use all reasonable endeavours (but without involving any financial obligation on their 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 the release, shall indemnify the transferring Shareholder in respect of themBusiness. (b) Any assumption of the obligations of a transferring Shareholder by the remaining Shareholders continuing Shareholder is without prejudice to the rights right of the remaining Shareholders 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 transfer of Shares and acceptance of that liability shall be a condition to any releaseShares.

Loans, borrowings, guarantees and indemnities. (a) 14.5.1 Upon a Transfer transfer of all the Shares held by a Shareholder: (i) the remaining Shareholders continuing Shareholder shall procure that all loans, borrowings and indebtedness in the nature of borrowings outstanding owed by the Company to a transferring Shareholder (together with any accrued interest) are either assigned to each of the remaining Shareholders continuing Shareholder for a such value as may be agreed between the transferring Shareholder and all the remaining Shareholders and in the proportion which the Respective Proportion of that remaining Shareholder bears to the total Respective Proportions of all the remaining Shareholderscontinuing Shareholder, or failing agreement with all the remaining Shareholderscontinuing Shareholder, are repaid by the Company; (ii) all loans, borrowings and indebtedness in the nature of borrowings outstanding owed by that transferring Shareholder to the Company shall be required to be repaid; and (iii) the remaining Shareholders continuing Shareholder shall use all reasonable endeavours (but without involving any financial obligation on their 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 the such release, shall indemnify the transferring Shareholder in respect of them. (b) 14.5.2 Any assumption of the obligations of a transferring Shareholder by the remaining Shareholders continuing Shareholder is without prejudice to the rights right of the remaining Shareholders 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 transfer of Shares and acceptance of that liability shall be a condition to any releaseShares.