Shareholder’s Guarantees. The Shareholder hereby guarantees to the Acquirors by way of an independent promise of guarantee (selbständiges Garantieversprechen) within the meaning of Section 311 para. 1 BGB that as of the Effective Date the statements made below are, and as of the date of the Offer Completion will continue to be, true, complete and not misleading:
Shareholder’s Guarantees. MIOA shall use all reasonable efforts to have the Shareholders removed from any and all guarantees, agreements, obligations or debts, as identified in SCHEDULE 7.4, that were entered into by a Shareholder to facilitate or induce another party to engage in any business activity with the Company. If MIOA is unable to remove such Shareholder from such guarantees, agreements, obligations or debts then, in such event, MIOA will indemnify the Shareholders for any damages the Shareholders incurs relative to such guarantees, agreements, obligations or debts.
Shareholder’s Guarantees. Shareholder hereby guarantees to Buyer and becomes a surety for the performance of and compliance with all of Seller's agreements, covenants and obligations hereunder and the truth and correctness of all of Seller's representations and warranties contained herein and under all of the instruments of transfer and conveyance and other closing documents delivered by or on behalf of Seller in connection with the Closing. Any claim or right of Buyer for the failure to perform or comply with any of Seller's agreements, covenants or obligations hereunder or for the untruth or incorrectness of any of its representations or warranties contained herein may be directly enforced against Shareholder and upon or pursuing any without any notice of any kind and without first making any demand upon or pursuing any remedy against Seller. Without notice to or consent of Shareholder, Buyer and Seller may modify or change the terms of this Agreement or any obligation of Seller, and may grant any extension, renewal or indulgence, release, compromise or settlement with respect thereto and none of the foregoing shall in any way affect Shareholder's liability hereunder. Shareholder shall execute or cause to be executed management's representation letter of Buyer's independent accountants with respect to Seller's financial statements so as to enable such accountants to certify such financial statements with no material changes.
Shareholder’s Guarantees. Shareholders hereby jointly and severally unconditionally guarantee to Buyer and become sureties for the performance of and compliance with all of Seller's agreements, covenants and obligations hereunder and the truth and correctness of all of Seller's representations and warranties contained herein. Any claim or right of Buyer for the failure to perform or comply with any of Seller's agreements, covenants or obligations hereunder or for the untruth or incorrectness of any of its representations or warranties contained herein may be directly enforced against any Shareholder without any notice of any kind and without first making any demand upon or pursuing any remedy against Seller. Without notice to or consent of any Shareholder, Buyer may modify or change the terms of this Agreement or any obligation of Seller, and may grant any extension, renewal or indulgence, release, compromise or settlement with respect thereto and none of the foregoing shall in any way affect Shareholders' liability hereunder.
Shareholder’s Guarantees. Messrs Ixxx Xxxx Keshet, i.d. 035904820, Axxx Xxxx Milia, i.d. 040055766, Sxxxxx Yelevitzi, i.d. 307703876 and , i.d. , shareholders in Yetsira Investment House Ltd., will serve as personal guarantors, jointly and severally, to ensure full compliance with the Investment Manager’s undertakings set out in this Agreement, and will sign the confirmation of their guarantees at the end of this Agreement.
Shareholder’s Guarantees. We the undersigned, , shareholder/s in Yetsira Investment House Ltd., after having read all provisions in the Agreement, hereby personally guarantee, jointly and severally, the full compliance of Yetsira Investment House Ltd., with all the provisions of this Agreement. In witness whereof, I/we have signed: Date: _________________ Signature:_________________ Annex “A” – Details of Funds List of Funds Annex “B” – Copy of Investment Manager’s Portfolio Management License Annex “C” – Details of Procedures Annex “D” - Obligation to Report of Faults in Reliability List of events that must be reported:
Shareholder’s Guarantees. 32 7.5 Deliveries at Closing.................................................33 ARTICLE
Shareholder’s Guarantees. For the avoidance of doubt, no Shareholder shall be obliged to grant any Guarantee, warranty, representation or letter of comfort in respect of any loan or other financing to be made to the Company. To the extent that any such Guarantee, warranty or representation or letter of comfort is given by more than one Shareholder, each such Shareholder shall be entitled to provide a proportional part thereof and shall indemnify the other Shareholders participating in the giving of such Guarantee, warranty or representation or letter of comfort to the level of its participation.
Shareholder’s Guarantees. (a) The BSLDev must not undertake any activity including (without limitation) entering into a contract or arrangement to provide services or obtaining external borrowings from a financial institution (or other third party) that requires one or more of the Parties to give a guarantee, bond or other security without the prior written consent of all of the Parties.
Shareholder’s Guarantees. In addition to any other legal or agreed guarantees in other clauses of this contract, the shareholders declare that:
