Release of Guarantees etc. If, at the Time of Closing, the Vendor, a Principal of the Vendor or any other Person for and on behalf of the Vendor, shall have any guarantees, securities or covenants lodged with any Person to secure any indebtedness, liability or obligation of the Corporation or the remaining Shareholder, then the remaining Shareholder shall use his best efforts to deliver up or cause to be delivered up to the Vendor or cancel or cause to be cancelled all of such guarantees, securities and covenants at the Time of Closing. If, notwithstanding such best efforts, the delivery up or cancellation of any such guarantee, security or covenant is not obtained, the remaining Shareholder shall deliver to the Vendor and such other Person an indemnity in writing, in form reasonably satisfactory to counsel for the Vendor, indemnifying him against any and all claims, losses, costs or damages which may be or which shall have been paid, suffered or incurred by them with respect to the guarantee, security or covenant.
Appears in 3 contracts
Samples: Unanimous Shareholder Agreement, Unanimous Shareholder Agreement, Unanimous Shareholder Agreement
Release of Guarantees etc. If, at the Time of Closing, the Vendor, a Principal of the Vendor or any other Person for and on behalf of the Vendor, shall have any guarantees, securities or covenants lodged with any Person to secure any indebtedness, liability or obligation of the Corporation or the remaining ShareholderShareholders, save and except for the Initial Loan, then the remaining Shareholder Shareholders shall use his their reasonable best efforts to deliver up or cause to be delivered up to the Vendor or cancel or cause to be cancelled all of such guarantees, securities and covenants at the Time of Closing. If, notwithstanding such reasonable best efforts, the delivery up or cancellation of any such guarantee, security or covenant is not obtained, save and except for the Initial Loan, the remaining Shareholder Shareholders shall deliver to the Vendor Vendor, the Principal and such other Person an indemnity in writing, in form reasonably satisfactory to counsel for the Vendor, indemnifying him them against any and all claims, losses, costs or damages claims which may be or which shall have been paid, suffered or incurred by them with respect to the said guarantee, security or covenant.
Appears in 1 contract
Samples: Shareholders Agreement (Pure Play Media Holdings, Inc.)
Release of Guarantees etc. If, at the Time of Closing, the Vendor, a Principal of the Vendor or any other Person for and on behalf of the Vendor, shall have any guarantees, securities or covenants lodged with any Person to secure any indebtedness, liability or obligation of the Corporation Company or the remaining ShareholderShareholders, then the remaining Shareholder Shareholders shall use his their best efforts to deliver up or cause to be delivered up to the Vendor or cancel or cause to be cancelled all of such guarantees, securities and covenants at the Time of Closing. If, notwithstanding such best efforts, the delivery up or cancellation of any such guarantee, security or covenant is not obtained, the remaining Shareholder Shareholders shall deliver to the Vendor Vendor, the Principal and such other Person an indemnity in writing, in form reasonably satisfactory to counsel for the Vendor, indemnifying him them against any and all claims, losses, costs or damages which may be or which shall have been paid, suffered or incurred by them with respect to the guarantee, security or covenant.
Appears in 1 contract
Samples: Shareholder Agreement (Red Mountain Ventures Limited Partnership)