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. 34 6.7 Insurance ................................................... 34 6.8 Income Tax Representation ................................... 34 6.9
Shareholder Guarantees. Except as otherwise disclosed on Schedule , the Shareholder has not guaranteed any obligations of the Company or any Subsidiary under any guarantee, letter of credit, bid bond or performance bond.
Shareholder Guarantees. The Company shall have received a fully executed release of all shareholder guarantees of Company Indebtedness from the Lenders to the satisfaction of the Company.
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. Purchaser agrees to use its commercially reasonable efforts to remove Shareholder as a personal guarantor or otherwise from personal liability on any obligation of the Company.
Shareholder Guarantees. 44 - iv -
Shareholder Guarantees. Cintas hereby agrees to use its best efforts to remove all Shareholder guarantees and to indemnify and hold Shareholders harmless from all debts and liabilities of the Acquired Entities which have been guaranteed by Shareholders through the Closing Date. This indemnification shall not apply to debt or liabilities not specifically or accurately disclosed in this Agreement, the Closing Date Balance Sheet or in the Disclosure Schedule attached hereto.
Shareholder Guarantees. FindWhat and Buyer shall cooperate with Seller to obtain the releases of guarantees made by the Shareholders of the obligations of Seller under the Seller Contracts to be assured by Buyer under Section 2.1(c). To the extent that such releases cannot be obtained prior to or at Closing, FindWhat and Buyer agree to jointly and severally indemnify and hold harmless the Shareholders against any subsequent claims or losses asserted against them with respect to the obligations of Seller.
Shareholder Guarantees. As soon as reasonably possible after the ---------------------- Closing, and in any event within one hundred eighty (180) days after the Closing, Purchaser shall: (i) replace all bonds, letters of credit, guarantees and other similar instruments of obligation or surety executed by the Shareholders or their Affiliates for the benefit of the Companies (the "Shareholder Guarantees") listed on Schedule 6.1 with bonds, letters of credit, guarantees or other similar instruments of obligation or surety executed by Purchaser or an Affiliate of Purchaser; or (ii) satisfy all obligations required for the Shareholders and their Affiliates to be released from the Shareholder Guarantees. Irrespective of any limitations set forth in Article 10 of this Agreement, Purchaser shall indemnify the Shareholders and their Affiliates for the full amount of any and all Losses attributable to the Shareholder Guarantees arising from or related to the ownership, operation or management of the Companies by Purchaser after the Closing.
