Common use of RELEASE FROM GUARANTEES Clause in Contracts

RELEASE FROM GUARANTEES. 6.1 The Purchaser will use its best endeavours to procure the release of the Seller from all and any suretyships, guarantees or other acts of intercession given by it on behalf of the business in the ordinary and normal course of business. If necessary, the Purchaser shall proffer its own guarantee in their place. 6.2 Pending their release, the Purchaser hereby indemnifies and holds the Seller harmless against any claim which may be made against the Seller in terms of any such suretyship, guarantee or act of intercession. 6.3 The Purchaser shall be obliged to make payment under this indemnity as soon as the Seller becomes obliged to make any payment in respect of any such liability, provided that: 6.3.1 the Seller shall give written notice to the Purchaser of any such claim without delay to enable the Purchaser to take steps to resist the claim. Without the written approval of the Purchaser, the Seller shall not make any admission or payment or take any steps to settle any such claim; 6.3.2 the Purchaser shall be entitled to resist such claim in the name of the Seller and to control the proceedings in regard thereto, provided that the Seller shall render reasonable assistance to the Purchaser (at the Purchaser's expense) in regard to such proceedings.

Appears in 3 contracts

Sources: Sale of Business Agreement, Sale of Business Agreement, Sale of Business Agreement