Creditors and liabilities. We think this is a good arrangement but ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ . ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ .
Creditors and liabilities. Value Added Tax
Creditors and liabilities. 8.1. The Seller shall immediately discharge all the debts of the ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ , ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■
Creditors and liabilities. 13.1 Except for the Accepted Liabilities, nothing in this agreement shall make the Purchaser liable in respect of anything done or omitted to be done prior to the Effective Time by any Vendor and the Vendors shall jointly and severally indemnify the Purchaser in respect of any liability (which liability shall include, without limitation, all losses, costs, claims, expenses, damages, legal and other professional fees and expenses on a solicitor and own client basis) which it may incur as a result of anything so done or omitted to be done;
13.2 The Vendors shall promptly discharge the Creditors and notwithstanding completion of the purchase of the Businesses shall be responsible for all debts payable by and claims outstanding against it at the Effective Time including all wages, sums payable under taxation statutes, rent and other expenses (but excluding the Accepted Liabilities).
13.3 In addition to Clause 13.2:-
13.3.1 the Vendors shall remain liable for claims by third parties in respect of any service supplied by any Vendor or any act or omission of any Vendor prior to the Effective Time or arising from defective products or parts of products produced by any Vendor, even if the defective products or parts were sold by the Purchaser;
13.3.2 upon becoming aware of any such claim the Vendors will promptly give notice of it to the Purchaser and shall not take any steps which might reasonably be expected to damage the commercial interests of the Purchaser without prior consultation with the Purchaser;
13.3.3 the Vendors shall indemnify the Purchaser against claims by third parties ("Defect Claims") arising from defective products which -------------------------------------------------------------------------------- 100 may be brought against the Purchaser which relate to the products supplied by the Vendors prior to the Effective Time
13.3.4 the Vendors shall indemnify the Purchaser against claims by third parties in respect of the cancellation or termination (other than a cancellation pursuant to a subscriber's right to cancel a new subscription for XXX in book format within 21 days of receiving the first edition delivered pursuant to such new subscription) of any of the Contracts within the terms of such Contracts where such right of cancellation or termination arises otherwise than as a result of any act or omission of any member of the Purchaser Group after the Effective Time including without limitation the refund of any monies paid to any of the Vendors...
Creditors and liabilities. There are no liens on assets, the Securities, or obligations of Issuer, and that the Issuer has no liabilities of any sort whatsoever which have not been disclosed or provided to, the Buyer in written due diligence documents presented by the Issuer to the Buyer, and that all federal, state, and local, taxes (including, but not limited to, sales and payroll taxes), assessments, fines, penalties, if any, have been prepared, filed, and paid with the appropriate governmental authorities up to and through the date of Closing, or if such returns have not been filed, the Issuer has no taxable obligations.
Creditors and liabilities. You can edit to what you ■ ■ ■ ■ , ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ , ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ .
Creditors and liabilities. 7.1 No Group Company has any outstanding borrowings or indebtedness in the nature of borrowing other than:
7.1.1 monies owing to another Group Company;
7.1.2 trade debt incurred in the ordinary course of business; or
7.1.3 as otherwise disclosed in the DOL Accounts or the DOGL Accounts (as applicable).
7.2 Details of all loans or other financial facilities outstanding or available to the Group Companies are contained in the Data Room.
7.3 No written notice has been received by any Group Company to the effect that it is in material default under the terms of any borrowing made by it.
7.4 No Group Company is:
7.4.1 liable for the indebtedness of any person other than another Group Company; or
7.4.2 party to any guarantee or any other obligation to pay, purchase or provide funds for the payment of any indebtedness of any person other than another Group Company.
Creditors and liabilities. The Vendor agrees to remain solely responsible for all the Liabilities (save as otherwise expressly provided in this Agreement) and undertakes to discharge the Creditors and to indemnify the Purchaser fully at all times from and against any and all claims actions proceedings demands liabilities costs and expenses in connection with any of the Liabilities or the Creditors
Creditors and liabilities. The Purchasers hereby agree and accept that they are accepting the Company with all its creditors and debtors as of the Completion Date and as disclosed in the Company’s Accounts and the Management Accounts as of that date; This Agreement supersedes all previous agreements or negotiations, whether written or oral, between the parties relating to the sale of the Shares and constitutes the entire agreement and understanding between the parties with respect to all matters which are referred to.
Creditors and liabilities. 4.1 The Company has no creditors or any other liabilities other than those incurred in the ordinary course of business.
4.2 The Sellers have disclosed to the Buyer full details of the amount of the Shareholder Loans and the Inter-Company Debts and the Borrowings (in the latter two cases as at the date of this Agreement).
4.3 Annexed to the Disclosure Letter is a list of the trade creditors as at 24 August 2005 of the Company to whom sums in excess of £10,000 each remain unpaid at 30 days after invoice.
