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 in connection with such Contracts. provided that the Vendors' liability in respect of any claims by third parties in terms of Clause 13.3.1 and in respect of any such Defects Claim in terms of Clause 13.3.3 shall be reduced to the extent that UK would have had a valid claim against BARRA in respect of the subject matter of such claim or Defects Claim under the agreement between UK and BARRA dated 18th January 1995 but for the assignation of such agreement to the Purchaser pursuant to this Agreement. 13.4 The liability of the Vendors under Clause 13.3.1 shall extend to any settlement of a claim (including costs) made with the approval of the Vendors; 13.5 Subject to the obligation of the Purchaser to mitigate its loss pursuant to Clause 6.10 if the Purchaser considers that it is desirable to take preventative action with a view to avoiding claims under Clause 13.3.1 the Vendors shall bear the reasonable incurred cost of that action; -------------------------------------------------------------------------------- 101 13.6 The Purchaser shall be entitled to perform the obligations of the Vendors to meet warranty or other claims of customers arising as a result of transactions carried out by the Vendors prior to the Effective Time, insofar as the same are required by the Vendors' standard conditions of sale, copies of which have been produced to the Purchaser. The Vendors shall reimburse to the Purchaser on a monthly basis the direct costs incurred by the Purchaser in carrying out its obligations under this sub clause provided that the Vendors' liability in terms of this Clause in respect of any such Defects Claim shall be reduced to the extent that UK would have had a valid claim against BARRA in respect of the subject matter of such Defects Claim under the agreement between UK and BARRA dated 18th January 1995 but for the assignation of such agreement to the Purchaser pursuant to this Agreement; 14.
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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 11.1 The Vendors shall promptly discharge the Creditors and notwithstanding completion settle out of their own resources all 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)Outstanding Cheques forthwith upon presentation.
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 11.2 Upon becoming aware of any such claim against the Vendors pursuant to the Liabilities the Vendors will promptly give notice of it to the Purchaser and shall not take any steps which might reasonably be expected to damage without the commercial interests approval of the Purchaser without prior consultation with the Purchaser;
13.3.3 (save where they are in receipt of legal proceedings (including a statutory demand or winding up petition) and the Vendors reasonably are of the view that they must act immediately in which case they shall indemnify inform the Purchaser against claims immediately thereafter and in the meantime may take such steps as they shall deem appropriate. The Vendors shall if so requested by third parties ("Defect Claims") arising from defective products which -------------------------------------------------------------------------------- 100 may be brought against the Purchaser which relate and so far as it is able promptly supply to the products supplied Purchaser written details of all trade and other creditors of the Business subsisting at the Completion Date.
11.3 Unless otherwise expressly provided nothing in this Agreement shall make the Purchaser liable in respect of anything done or omitted to be done by the Vendors prior to the Effective Time
13.3.4 Date and the Vendors shall indemnify the Purchaser in full for and against any reasonable claims costs expenses or liabilities whatsoever and howsoever arising incurred or suffered by third parties the Purchaser 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 connection with any of the Contracts within Excluded Liabilities 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 in connection with such Contracts. provided that the Vendors' liability in respect of any claims by third parties in terms of Clause 13.3.1 and in respect of any such Defects Claim in terms of Clause 13.3.3 shall be reduced to the extent that UK would have had a valid claim against BARRA in respect of the subject matter of such claim or Defects Claim under the agreement between UK and BARRA dated 18th January 1995 but for the assignation of such agreement to the Purchaser pursuant to this Agreement.
13.4 The liability of the Vendors under Clause 13.3.1 shall extend to any settlement of a claim (including costs) made with the approval of the Vendors;
13.5 Subject to the obligation of the Purchaser to mitigate its loss pursuant to Clause 6.10 if the Purchaser considers that it is desirable to take preventative action with a view to avoiding claims under Clause 13.3.1 the Vendors shall bear the reasonable incurred cost of that action; -------------------------------------------------------------------------------- 101
13.6 The Purchaser shall be entitled to perform the obligations of the Vendors to meet warranty or other claims of customers arising as a result of transactions carried out by the Vendors prior to the Effective Time, insofar as the same are required by the Vendors' standard conditions of sale, copies of which have been produced to the Purchaser. The Vendors shall reimburse to the Purchaser on a monthly basis the direct costs incurred by the Purchaser in carrying out its settling any claim in respect of such debts obligations or liabilities. This indemnity shall extend without limitation to all legal expenses and other professional fees reasonably and properly incurred by the Purchaser.
11.4 With effect from the Effective Date the Purchaser shall:-
11.4.1 discharge all of the Liabilities as they fall due;
11.4.2 observe and perform or procure to be observed and performed all the obligations of the Vendors under the Contracts except insofar as such obligations should have been performed by the Vendors before the Effective Date and except insofar as such obligations have not been fully and effectively transferred to the Purchaser whether by assignment, novation or otherwise (save in respect of the Properties) and it is not possible for the Purchaser to perform or procure the performance thereof without constituting a breach of the contract concerned;
11.4.3 assume responsibility for payment for all goods delivered or services received under the Contracts after the Effective Date and which do not form part of the Stock whether the invoices for such goods or services are received before or after the Effective Date;
11.4.4 Unless otherwise expressly provided nothing in this sub clause provided that Agreement shall make the Vendors liable in respect of anything done or omitted to be done by the Purchaser after the Completion Date and the Purchaser shall indemnify the Vendors in full for and against any claims costs expenses or liabilities whatsoever and howsoever arising incurred or suffered by the Vendors in connection with any acts or defaults of the Purchaser in connection with the Business and the Assets and the Liabilities following Completion including reasonable costs incurred by the Vendors in settling any claim in respect of such debts obligations or liabilities. This indemnity shall extend without limitation to all legal expenses and other professional fees reasonably and properly incurred by the Vendors' liability .
11.5 With effect from the Completion Date all complaints received by the Vendors or the Purchaser from customers of the Business in terms relation to goods supplied or services rendered prior to the Completion Date (including warranty claims arising in the normal course of this Clause the Business) shall be dealt with as follows:-
11.5.1 all such complaints shall be promptly referred in the first instance to the Purchaser who may elect in respect of any such Defects Claim complaint either:-
11.5.1.1 to endeavour to resolve it and to supply any replacement goods and carry out any remedial services accordingly; or
11.5.1.2 to refer it to the Vendors who shall be reduced to responsible at the extent that UK would have had a valid claim against BARRA in respect expense of the subject matter Purchaser for resolving the same;
11.5.2 each party will provide any information or assistance reasonably requested by the other in dealing with complaints under this Clause;
11.5.3 the Vendors will not make any admission of such Defects Claim under liability in relation to any complaint without the agreement between UK and BARRA dated 18th January 1995 but for the assignation of such agreement to the Purchaser pursuant to this Agreement; 14Purchaser's prior consent.
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Creditors and liabilities. 13.1 Except 6.1 The Vendor shall forthwith following a request therefor supply to the Purchaser full details of the Creditors.
6.2 The Vendor shall be responsible for the Accepted Liabilities, nothing in this agreement shall make the Purchaser liable in respect discharge 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 Liabilities and notwithstanding completion of the purchase of the Businesses Business 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)expenses.
13.3 6.3 In addition to Clause 13.2:-clause 6.2:
13.3.1 6.3.1 the Vendors Vendor shall remain liable for claims by third parties in respect of any service supplied or products sold by any the Vendor or any act or omission of any the Vendor prior to the Effective Time Date or arising from defective products or parts of products produced manufactured by any the Vendor, even if the defective products or parts were sold by the PurchaserPurchaser in the 12 months following completion;
13.3.2 6.3.2 upon becoming aware of any such claim the Vendors Purchaser will promptly give notice of it to the Purchaser Vendor and neither shall not take any steps which might reasonably be expected to damage the commercial interests of the Purchaser other without prior consultation with the Purchaser;other.
13.3.3 the Vendors 6.4 The Vendor shall indemnify the Purchaser from and against all liabilities debts and claims by third parties ("Defect Claims") arising from defective products which -------------------------------------------------------------------------------- 100 may be brought against the Purchaser which relate referred 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 under clause 6.2 and 6.3.1 and 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 in connection with such Contracts. provided that the Vendors' liability in respect of any claims by third parties in terms of Clause 13.3.1 and in respect of any such Defects Claim in terms of Clause 13.3.3 shall be reduced to the extent that UK would have had a valid claim against BARRA in respect of the subject matter of such claim or Defects Claim under the agreement between UK and BARRA dated 18th January 1995 but for the assignation of such agreement to the Purchaser pursuant to this Agreement.
13.4 The liability of the Vendors under Clause 13.3.1 indemnity shall extend to the amount of any settlement of a claim (including costs) made by the Purchaser with the approval of the Vendors;Vendor.
13.5 Subject to the obligation of 6.5 If the Purchaser to mitigate its loss pursuant to Clause 6.10 if the Purchaser reasonably considers that it is desirable to take preventative preventive action with a view to avoiding claims under Clause 13.3.1 clause 6.3.1 including, without limitation repair and replacement then provided such action has first been discussed and approved by the Vendors Vendor such approval not to be unreasonably withheld the Vendor shall bear hear the reasonable incurred cost of that action; -------------------------------------------------------------------------------- 101.
13.6 The 6.6 Save for such liabilities as the Purchaser agrees expressly to assume under this agreement, the Purchaser shall not assume any liability of or relating to the Business in existence at the Effective Time and nothing in this agreement shall make the Purchaser liable in respect of anything done or omitted to be entitled to perform the obligations of the Vendors to meet warranty or other claims of customers arising as a result of transactions carried out by the Vendors done prior to the Effective Time, insofar as the same are required Time by the Vendors' standard conditions of sale, copies of which have been produced to the PurchaserVendor. The Vendors Vendor shall reimburse to indemnify the Purchaser on a monthly basis the direct costs incurred by the Purchaser in carrying out its obligations under this sub clause provided that the Vendors' liability in terms of this Clause in respect of any such Defects Claim liability (which liability shall include, without limitation, all losses, costs, claims, expenses, damages, legal and other professional fees and expenses on an indemnity basis) which it may incur or which may arise as a result of anything so done or omitted to be reduced to the extent that UK would have had a valid claim against BARRA done and in respect of any breaches by the subject matter Vendor of such Defects Claim under this Agreement or claim arising from the agreement between UK and BARRA dated 18th January 1995 but for the assignation Vendor's conduct of such agreement thc Business prior to the Purchaser pursuant Effective Time and for all and any liabilities not expressly agreed under this Agreement to this Agreement; 14be assumed by the Purchaser.
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Creditors and liabilities. 13.1 Except 6.1 The Vendor shall forthwith following a request therefor supply to the Purchaser full details of the Creditors.
6.2 Subject to clause 6.7 the Vendor shall be responsible for the Accepted Liabilities, nothing in this agreement shall make the Purchaser liable in respect discharge 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 Liabilities and notwithstanding completion of the purchase of the Businesses Business shall be responsible (subject as aforesaid) 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)expenses.
13.3 In addition 6.3 Without prejudice to Clause 13.2:-the generality of clause 6.2 but subject as therein mentioned:
13.3.1 6.3.1 the Vendors Vendor shall remain liable for claims by third parties in respect of any service supplied or products sold by any the Vendor or any act or omission of any the Vendor prior to the Effective Time or arising from defective products or parts of products produced manufactured by any the Vendor, even if the defective products or parts were sold by the PurchaserPurchaser provided (in such case) they are sold in the 12 months following completion;
13.3.2 6.3.2 upon becoming aware of any such relevant claim the Vendors Purchaser will promptly give notice of it to the Purchaser Vendor and neither party shall not take any steps which might reasonably be expected to damage the commercial interests of the Purchaser other without prior consultation with the Purchaser;other.
13.3.3 the Vendors 6.4 The Vendor shall indemnify the Purchaser from and against all liabilities debts and claims by third parties ("Defect Claims") arising from defective products which -------------------------------------------------------------------------------- 100 may be brought against the Purchaser which relate referred 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 under clause 6.2 and 6.3.1 and 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 in connection with such Contracts. provided that the Vendors' liability in respect of any claims by third parties in terms of Clause 13.3.1 and in respect of any such Defects Claim in terms of Clause 13.3.3 shall be reduced to the extent that UK would have had a valid claim against BARRA in respect of the subject matter of such claim or Defects Claim under the agreement between UK and BARRA dated 18th January 1995 but for the assignation of such agreement to the Purchaser pursuant to this Agreement.
13.4 The liability of the Vendors under Clause 13.3.1 indemnity shall extend to the amount of any settlement of a claim (including reasonable costs) made by the Purchaser with the approval of the Vendors;Vendor.
13.5 Subject to the obligation of the 6.5 The Purchaser to mitigate its loss pursuant to Clause 6.10 if the Purchaser considers that it is desirable to shall take preventative all reasonable preventive action with a view to avoiding claims under Clause 13.3.1 clause 6.3.1 (including, without limitation repair and replacement) and provided such action has first been discussed and approved by the Vendors Vendor (such approval not to be unreasonably withheld or delayed) the Vendor shall bear the reasonable incurred cost of that action; -------------------------------------------------------------------------------- 101.
13.6 The 6.6 Save for such liabilities as the Purchaser agrees expressly to assume under this agreement, the Purchaser shall not assume any liability of or relating to the Business in existence at the Effective Time and nothing in this agreement shall make the Purchaser liable in respect of anything done or omitted to be entitled to perform the obligations of the Vendors to meet warranty or other claims of customers arising as a result of transactions carried out by the Vendors done prior to the Effective Time, insofar as the same are required Time by the Vendors' standard conditions of saleVendor.
6.7 The Purchaser has been notified by the Vendor and accepts that in certain respects the Computer Software is not Year 2000 compliant and to that extent, copies of which the Vendor may have been produced in breach of representations and other contractual obligations to the Purchaserits customers. The Vendors shall reimburse Purchaser will use best endeavours after Completion to remedy the Purchaser on a monthly basis defects in the direct costs incurred by Computer Software relating to Year 2000 compliance and thereafter to notify all relevant customers and supply them free of charge with supplemental software remedying the Purchaser in carrying out its obligations under this sub clause provided that the Vendors' liability in terms of this Clause in respect of any such Defects Claim shall be reduced to the extent that UK would have had a valid claim against BARRA in respect of the subject matter of such Defects Claim under the agreement between UK and BARRA dated 18th January 1995 but for the assignation of such agreement to the Purchaser pursuant to this Agreement; 14defects.
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