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 , 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. 34 6.7 Insurance ................................................... 34 6.8 Income Tax Representation ................................... 34 6.9
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. 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. 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. 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. 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.
