RELEASE OF GUARANTEES AND INDEMNITIES. 11.1 To the extent that a Seller or any of such Seller's Associates has the benefit of any guarantee and/or indemnity which any Group Company has given (whether alone or jointly with others) in respect of any obligations of such Seller or such Seller's Associates ("Guarantee and/or Indemnity"), the Sellers will use reasonable endeavours to (which will include procuring a bank or other person to act as substitute guarantor or indemnifier) to secure the release of each Group Company with effect from Completion from any and all such Guarantees and/or Indemnities. Until that release, the Sellers will pay to the Buyer (for itself and as agent and trustee for each Group Company) on demand the amount of all costs and expenses which may arise under or in connection with any such Guarantee and/or Indemnity or be incurred because of a requirement that any such Guarantee and/or Indemnity be honoured or enforced.
11.2 The Sellers irrevocably and unconditionally waives, releases and discharges (and, as the case may be, undertakes to procure such waivers, releases and discharges from each of its Associates for) each Group Company from any and all claims any Seller and each of its Associates has now, or may have at any time in the future, against any Group Company pursuant to the terms of the articles of association of any Group Company, any other agreement and in respect of any indebtedness owing to any such Seller or any of his Associates.
RELEASE OF GUARANTEES AND INDEMNITIES. 5.4.1 The Purchaser shall procure that as at the Closing Date, each member of the Seller's Group is released from any guarantee, indemnity or equivalent commitment granted in favor, or to the benefit, of the Group Companies (including all commitments disclosed in Part A of Schedule 5.4) and, pending such release, the Purchaser hereby indemnifies and hold harmless the Seller and the members of the Seller's Group against all Losses under or in connection with any such guarantee, indemnity or commitment.
5.4.2 The Seller shall procure that as at the Closing Date, each Group Company is released from any guarantee, indemnity or equivalent commitment granted in favor, or to the benefit, of the Seller's Group (including all commitments disclosed in Part B of Schedule 5.4) and, pending such release, the Seller hereby indemnifies and hold harmless the Purchaser against all Losses under or in connection with any such guarantee, indemnity or commitment.
RELEASE OF GUARANTEES AND INDEMNITIES. 8.1 The Vendors will procure the release at or by Completion of the Company from all guarantees, indemnities, undertakings and obligations given in respect of any obligation or liability of the Vendors or any person connected with any of the Vendors and the Vendors will on an after-Tax basis indemnify and hold harmless the Company and the Purchaser from and against all and any actual or contingent liabilities which the Company or the Purchaser may at any time incur in relation to any such guarantee, indemnity, undertaking or other obligation.
8.2 The Purchaser shall use its best endeavours to secure the release of each of the Vendors from all guarantees, indemnities, undertakings, obligations and securities granted by them to third parties in relation to the Company as detailed as such in the Disclosure Letter (the "Disclosed Guarantees") and in the meantime shall indemnify them and keep them fully and effectually indemnified against any liability on an after-Tax basis (including, without limitation, all costs, damages and expenses) or which may be incurred in relation to the Disclosed Guarantees.
RELEASE OF GUARANTEES AND INDEMNITIES. 8.1 The Covenantors shall use their best endeavours (which shall include (without limitation) procuring a bank or other person to act as substitute guarantor or covenantor) to secure the release of the Company with effect from Completion from any and all guarantees, indemnities, collateral securities and letters of comfort which the Company has given (whether alone or jointly with others) in respect of any obligations of any of the Covenantors or their Associates and the Covenantors shall, until such release be effected, indemnify the Purchaser (for itself and as agent and trustee for the Company) the Company and each of them on demand from and against all liabilities, costs and expenses which may arise under any such guarantee, indemnity, collateral security or letter of comfort or be incurred by reason of a requirement that such guarantee, indemnity, collateral security or letter of comfort be honoured or enforced.
8.2 The Purchaser undertakes with each of the Covenantors (for himself and as agent and trustee for each of his Associates) and his Associates that the Purchaser shall use its best endeavours to secure the release of each of the Covenantors and his Associates with effect from Completion from those guarantees, indemnities, collateral securities and letters of comfort which he or any of them have given (whether alone or jointly with others) in respect of any obligations of the Company specified in the Disclosure Letter by reference to this clause and the Purchaser shall (contracting as above), until such release be effected, indemnify each of the Covenantors and his Associates from and against all liabilities, costs and expenses which may arise under any such guarantee, indemnity, collateral security or letter of comfort or be incurred by reason of a requirement that such guarantee, indemnity, collateral security or letter of comfort be honoured or enforced.
8.3 The Covenantors acknowledge that the Purchaser or any of the Related Companies of the Purchaser may make an election under Section 338 of the U.S. Internal Revenue Code 1986 (as amended) (Section 338 Election) on or after the date of this Agreement. Accordingly:
8.3.1 Each of the Covenantors warrants, represents to and undertakes with the Purchaser that he is neither a citizen nor a resident of the U.S. for U.S. federal tax purposes; and
8.3.2 The Purchaser hereby agrees to indemnify and keep indemnified each of the Covenantors on demand from and against all tax liabilities incurred by t...
RELEASE OF GUARANTEES AND INDEMNITIES. 12.1 With effect from Completion, the Sellers will use all reasonable endeavours to secure the release of the Companies from any and all guarantees and indemnities which the Companies have given (whether alone or jointly with others) in respect of any obligations of any of the Sellers or the Associates of any of the Sellers. Until that release, the Sellers will indemnify the Buyer (for itself and as agent and trustee for the Companies) on demand from and against all liabilities, costs and expenses which may arise under or in connection with that guarantee or indemnity or be incurred because of a requirement that the guarantee or indemnity be honoured or enforced.
RELEASE OF GUARANTEES AND INDEMNITIES. 7.1 The Seller hereby releases or shall procure the release of the Company and the subsidiaries on Completion from any and all guarantees, indemnities, collateral securities and letters of comfort which the Company or any of its subsidiaries has given (whether alone or jointly with others) in respect of any obligations of the Seller or, if the Seller is a corporate entity, on behalf of any entity controlling, or controlled by or under common control with such Seller or, if the Seller is a natural person, on behalf of a spouse, child or other member of the immediate family of such Seller (Associates).
RELEASE OF GUARANTEES AND INDEMNITIES. (a) The Sellers will use reasonable efforts to obtain the release of Argexxxxxxx Xxxurity and its Subsidiaries and each member of the European Group prior to Closing from all guarantees and indemnities for the benefit of any Argexxxxxxx Xxxity (with the exception of Argexxxxxxx Xxxurity), AHL Europe, Right 4 Staff Limited (and its Subsidiaries) and Draefern Holdings Limited (and its Subsidiaries) and their Affiliates and indemnify Argexxxxxxx Xxxurity and its Subsidiaries and each member of the European Group from all liabilities arising under any such guarantee or indemnity. AHL and the Sellers, jointly and severally, hereby indemnify 57 63 and agree to defend and hold harmless Argexxxxxxx Xxxurity and its Subsidiaries and each member of the European Group from and against all liabilities arising from or in respect of any such guarantee or indemnity. Purchaser and Securicor Georgia acknowledge and agree that such release shall not be a condition to their obligations to effect the Closing. Sellers' obligation pursuant to this Section shall survive the Closing.
(b) The Purchaser will use reasonable efforts to obtain the release of AHL, Holdings, Argexxxxxxx, XXL Beta, AHL Delta, AHL Europe, Right 4 Staff Limited (and its Subsidiaries), Draefern Holdings Limited (and its Subsidiaries) and their Affiliates (other than Argexxxxxxx Xxxurity and its Subsidiaries and other than the European Group) as soon as reasonably practicable following Closing from all guarantees and indemnities for the benefit of Argexxxxxxx Xxxurity and its Subsidiaries and each member of the European Group and their Affiliates and the Purchaser will indemnify such parties from all liabilities arising from any such guarantee or indemnity which is not released in accordance with this Section. Sellers agree that such release shall not be a condition to their obligation to effect the Closing. Purchaser's obligation pursuant to this Section shall survive the Closing.
RELEASE OF GUARANTEES AND INDEMNITIES. 13.5.1 If a NSMH Member disposes of all of its NSMH Shares to another NSMH Member then subject to Clause 13.5.2, the purchaser of such NSMH Shares shall:-
i) within 90 (Ninety days from the completion of the sale and purchase of such NSMH Shares or at such later date agreed as may be upon in writing between the seller and the purchaser of such NSMH Shares obtain the release of such seller may have given pursuant to this Agreement; and
ii) indemnify and keep such seller indemnified against any liability pursuant to any such guarantee or indemnity until such seller shall be released from all guarantees and/or indemnities which such seller may have given pursuant to this Agreement.
13.5.2 The aforesaid release and indemnity shall be conditional upon the discharge by the aforesaid seller of NSMH Shares of all of its liabilities (other than under the guarantees and indemnities mentioned in Clause 13.5.1) to NSMH, all third parties and other NSMH Members accrued or incurred prior to the sale of its NSMH Shares.
RELEASE OF GUARANTEES AND INDEMNITIES. The Seller shall indemnify and hold harmless each group company and the Buyer from and against all and any liabilities which the relevant group company or the Buyer may at any time incur in relation to any guarantee, indemnity, undertaking or other obligation given or provided by any group company, prior to Completion, in respect of any obligation or liability of the Seller or any associate of the Seller.
RELEASE OF GUARANTEES AND INDEMNITIES. 11.1.1 The Purchaser undertakes to the Seller and each other Seller Group Undertaking that it shall use all reasonable endeavours (which endeavours shall exclude the making of any direct monetary payment to a counterparty) to procure the release, with effect from Completion, of the relevant member of the Seller Group from any Seller Guarantees and Indemnities as soon as is reasonably practicable after Completion or it becoming aware of them (if later).
11.1.2 The Seller undertakes to the Purchaser and each other Purchaser Group Undertaking that it shall use all reasonable endeavours (which endeavours shall exclude the making of any monetary payment) to procure the release, with effect from Completion, of any Group Company from any Group Guarantees and Indemnities as soon as is reasonably practicable after Completion or it becoming aware of them (if later).
