Shareholder Guarantees. Buyer will use commercially reasonable efforts to assist Shareholder in obtaining releases in full from its obligations under and pursuant to the liabilities, agreements and guarantees set forth in Exhibit 8.08.
Shareholder Guarantees. Except as otherwise disclosed on Schedule 3.32, no Shareholder has guaranteed any obligations of the Company under any guarantee, letter of credit, bid bond or performance bond.
Shareholder Guarantees. 2 6.7 Insurance.....................................................................2 6.14 WARN Act......................................................................2
Shareholder Guarantees. Schedule 5.14 sets forth a list of guarantees made by the Shareholders to third parties with respect to the Business. Each of the Parties shall use all reasonable commercial efforts prior to the Closing to cause each of the Shareholders to be released from any and all guarantees, contingent or otherwise, of any kind or nature, made for or on behalf of any of the Companies or in connection with the Business (a " Shareholder Guarantee"). The release of the Shareholder Guarantee(s) shall be evidenced by the return of the original guaranty at the Closing or by the delivery of an irrevocable release executed by the beneficiary of the Shareholder Guarantee. In the event that the Shareholder releases have not been so released at the Closing, IRET and the Surviving Corporation shall make continuous reasonable commercial efforts to have terminated, extinguished or otherwise released any remaining Shareholder Guarantee(s) (and provide all documents and instruments to evidence such termination, extinguishment or release) and shall defend, indemnify and hold the Shareholders harmless from any Shareholder Guarantee.
Shareholder Guarantees. 35 7.2. Cooperation; Reasonable Commercial Efforts .................... 35 7.3. Shareholder Release of Company ................................ 35 8. Closing ............................................................... 36 8.1. Closing Date .................................................. 36 8.2. Shareholder' Closing Deliveries ............................... 36 8.3. Purchaser's Closing Deliveries ................................ 37
Shareholder Guarantees. Purchaser agrees that it shall use its Reasonable Commercial Efforts to remove Shareholder from any guarantees of obligations or Indebtedness of the Company to unrelated third parties. Purchaser shall defend, indemnify and hold harmless Shareholder from and against any and all Damages of every kind, nature and description that result from or arise out of any claim upon or liability under any such guarantee.
Shareholder Guarantees. If any indemnity, guarantee or other assurance against loss is given by a Shareholder for any obligation or liability of MRASCO at the request of MRASCO, all the other Shareholders shall indemnify such Shareholder in respect of any liability arising out of such indemnity, guarantee or other assurance against loss severally and rateably in accordance with the proportions set out in Clauses 8.10 and 8.11 of this Agreement. 10.
Shareholder Guarantees. If EAP resolves to borrow money from parties other than Shareholders on terms requiring the Shareholders to give guarantees or collateral securities and the Shareholders consent to giving such guarantees or collateral securities, the liability of each Shareholder must be limited to its Equity Proportion of the amount borrowed.
Shareholder Guarantees. To the extent that any third party guarantees of any members of a Participating Group or security over the assets of the Shareholders of any of the JV Companies, or any other members of the Participating Groups, are required to secure or maintain after the date hereof any external debt financing or other contractual obligations of MineCo, each Participating Group will cause one or more of its members to provide such equivalent guarantees and security in proportion to its Ownership Interest as are reasonably required, following a determination to such effect by the XxxXx Board. Such proportional guarantee obligations will extend to any security required in respect of the existing gold sale and purchase agreement (the “Offtake Agreement”) dated as of July 14, 2014, as amended as of October 20, 2015, between MineCo, ExploreCo and EXP T2 Ltd. (“Red Kite”), an affiliate of Red Kite Mine Finance Trust I, on a going forward basis after the execution of this Agreement, and the GF Companies will provide guarantees equivalent to those given by the AG Companies. The Parties agree to use commercially reasonable efforts to negotiate with Red Kite to minimize the guarantees and security required in connection with the Offtake Agreement.
Shareholder Guarantees. At the election of ATE, TIWC shall also provide ATE's portion of the shareholder guarantees applicable to the Initial Shares.
