Common use of Guaranty or Indemnity Clause in Contracts

Guaranty or Indemnity. To enable Riverside, Management, Alter and Xxxxxxxxx (the "Contributors") at their election to defer the recognition of gain for federal income tax purposes resulting from their contribution to SHP pursuant to Section 2.1 hereof at Closing, or at any time subsequent thereto in accordance with the terms hereof, SHP agrees to permit, and to cause its Subsidiaries to permit, the Contributors to guarantee at the Contributors' option (or indemnify SHP or its Affiliates at the Contributors' option) at or any time after the Closing, upon the request of any Contributor, indebtedness of SHP or its Subsidiaries in an amount not to exceed $10.5 million to be allocated among such Contributors as set forth in Schedule 4.13. Such guarantee or indemnity will be with respect to debt chosen by the Contributors, subject to the consent of the Xxxxxxxxx Entities with respect to which debt shall be guaranteed or indemnified, which consent shall not be unreasonably withheld, and shall guarantee or indemnify the bottom portion of such debt. The Xxxxxxxxx Entities hereby consent to the guarantee by the Contributors of the debt to be provided by PaineWebber in connection with the Merger and any indebtedness that replaces such indebtedness.

Guaranty or Indemnity. To enable Riverside, Management, Alter and Xxxxxxxxx Biedxxxxx (the xxe "Contributors") at their election to defer the recognition of gain for federal income tax purposes resulting from their contribution to SHP pursuant to Section 2.1 hereof at Closing, or at any time subsequent thereto in accordance with the terms hereof, SHP agrees to permit, and to cause its Subsidiaries to permit, the Contributors to guarantee at the Contributors' option (or indemnify SHP or its Affiliates at the Contributors' option) at or any time after the Closing, upon the request of any Contributor, indebtedness of SHP or its Subsidiaries in an amount not to exceed $10.5 million to be allocated among such Contributors as 45 41 set forth in Schedule 4.13. Such guarantee or indemnity will be with respect to debt chosen by the Contributors, subject to the consent of the Xxxxxxxxx Entities Westxxxxx Xxxities with respect to which debt shall be guaranteed or indemnified, which consent shall not be unreasonably withheld, and shall guarantee or indemnify the bottom portion of such debt. The Xxxxxxxxx Entities Westxxxxx Xxxities hereby consent to the guarantee by the Contributors of the debt to be provided by PaineWebber in connection with the Merger and any indebtedness that replaces such indebtedness.