Replacement Guarantees. 4.1 The Transferor and the Transferee will make all reasonable endeavours to procure the release of the relevant guarantor from the Existing Guarantees on or before Completion. Insofar as any of the Existing Guarantees cannot be released on or before Completion, the Transferee shall use all reasonable endeavours to procure the release of the relevant guarantor from the Existing Guarantees as soon as practicable after Completion. The Transferee shall be responsible for all costs relating to release of the Existing Guarantees. 4.2 The Transferee undertakes to the Transferor and each Indemnified Party that following Completion it shall procure that the Company shall: 4.2.1. perform fully and in a timely fashion all of its obligations under the Shipbuilding Contract; and 4.2.2. not agree to or permit to be made any material amendments or changes to the specification or design or any other material characteristic of the Vessel. 4.3 The Transferee shall absolutely unconditionally and irrevocably with effect from Completion, indemnify and keep indemnified and hold harmless and pay to each of the guarantors under the Existing Guarantees (the “Indemnified Parties”) fully at all times on first written demand from and against all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other professional costs and expenses) suffered or incurred by such Indemnified Party arising by reason of or in any way whatsoever under or in connection with the issue of, or the performance of such Indemnified Party’s obligations or the exercise of its rights under, the Existing Guarantees.
Appears in 4 contracts
Samples: Agreement for the Sale and Purchase of Shares (Cambridge Holdco, Inc.), Sale and Purchase Agreement (Cambridge Holdco, Inc.), Agreement for the Sale and Purchase of Shares (Cambridge Holdco, Inc.)
