Debt Position. 9.1 Details of all overdrafts, loans or other financial facilities or other Indebtedness outstanding or available to each Target Group Company are Disclosed including copies of the documents relating thereto.
9.2 Details of all bank, deposit or other accounts (whether in credits or overdrawn) of each Target Group Company are Disclosed together with copies of any mandate(s) under which such accounts are opened.
9.3 No Target Group Company has received a demand or notice (formal or informal) requiring repayment by it of any outstanding loan or Indebtedness which is repayable on demand and no fact or circumstance exists that is likely to give rise to a demand or notice of that kind being made.
9.4 No Target Group Company has engaged in any financing of any type that would not need to be fully reflected in its Audited Financial Statements.
9.5 No Indebtedness of any Target Group Company is due and payable and no security over any of the assets of any Target Group Company is now enforceable.
9.6 No person has given any guarantee of or security for any overdraft, loan, other financial facility granted to any Target Group Company or other liability of or otherwise for the benefit of any Target Group Company and no Target Group Company is a party to, or liable under or subject to any Contract which is a guarantee, indemnity, surety, form of comfort or another agreement or arrangement in respect of the obligations of a third party, under which any liability or contingent liability is outstanding.
9.7 No Target Group Company has any outstanding obligations or liabilities (whether actual or contingent) in respect of any derivative transaction or any hedging transaction.
9.8 No amounts owing by any Target Group Company to any creditor in excess of £100,000 have been due for more than 60 days.
9.9 No Target Group Company has paid or is liable to pay, in connection with the sale of any of the Sale Shares or otherwise in connection with the transactions contemplated by the Acquisition Documents:
9.9.1 any success or other fee, brokerage or commission; or
9.9.2 any sum whatsoever to any of its directors, employees, agents or advisers (past or present).
Debt Position. 8.1 Except as Disclosed, no member of the Company Group has lent any money which is due to be repaid and as at the date of this Agreement has not been repaid to it, and no member of the Company Group beneficially owns any debt (whether trading or otherwise), in each case, other than intercompany trading and non-trading receivables and debt and any other trade debts, in each case incurred in the ordinary course of business.
8.2 Except as Disclosed, no demand or other notice has been received requiring, and no event of default or any other event or circumstance which would entitle any person to call for, early repayment or repayment on demand of any Financial Debt of any member of the Company Group or to enforce any security given by any member of the Company Group (or, in either case, any event or circumstance which with the giving of notice would constitute such an event or circumstance) has occurred or will occur, and no Financial Debt will become due and payable, as a result of the Company entering into this Agreement or the Proposed Transaction.
Debt Position. (a) The Company does not owe any Financial Debt to any person. No asset of the Company is subject to any security and the Company has not lent any amount constituting Financial Debt to any person other than as disclosed in the Last Accounts, 2020 Accounts, the Management Accounts, the Disclosure Letter or the Supplemental Disclosure Letter. The Company has not received any notice to repay any Financial Debt which is repayable on demand.
(b) No event of default or any other event or, so far as the Sellers are aware, any circumstance which would entitle any person to call for early repayment of any Financial Debt of the Company or to enforce any security given by the Company (or, in either case, any event or circumstance which with the giving of notice would constitute such an event or circumstance) has occurred.
(c) There is no outstanding guarantee, indemnity, suretyship or security given by or for the benefit of the Company, nor is the Company liable, to pay all or part of the debts or financial liabilities of another person.
Debt Position. 3.1 Other than the Loan Notes or as disclosed in the Locked Box Accounts, no Target Entity owes any Financial Debt to any person and no Target Entity has agreed to create any Financial Debt.
3.2 So far as the Sellers are aware no Target Entity is under any obligation to pay, indemnify against the consequences of default in the payment of, or otherwise to be responsible for, any material Financial Debt of any person.
Debt Position. DEBTS OWED TO THE GROUP
Debt Position. 4.1 DEBTS OWED TO THE BUSINESS There are no debts owing to the Business other than trade debts incurred in the normal and usual course of business.
Debt Position. 3.1 Debts owed to the Target Companies No Target Company has lent any money which is due to be repaid and as at the date of this Agreement has not been repaid to it and no Target Company owns the benefit of any debt (whether trading or otherwise), in each case other than other trade debts incurred in the ordinary and usual course of business which do not exceed £500,000 in aggregate for all Target Companies (and none of which exceeds £75,000).
Debt Position. 3.1 Debts owed to the Group
(a) Save as disclosed in the Disclosure Letter, there is no outstanding debts owing to any Group Company other than trade debts incurred in the ordinary and usual course of business which do not exceed US$10,000 in aggregate for the Group as a whole.
(b) Save as disclosed in the Disclosure Letter, the book debts shown in the Last Accounts of LTWJi have realised their nominal amount less any specific provision for bad or doubtful debts included in such accounts.
3.2 Debts owed by the Group
(a) Save as disclosed in the Disclosure Letter, no Group Company has outstanding any borrowing or indebtedness in the nature of borrowing (including, without limitation, any indebtedness for moneys borrowed or raised under any acceptance credit, bond, note, xxxx of exchange or commercial paper or finance lease.
(b) No Group Company has received any notice to repay under any agreement relating to any borrowing or indebtedness in the nature of borrowing which is repayable on demand.
(c) There has not occurred any event of default or any other event or circumstance which would entitle any person to call for early repayment under any agreement relating to any borrowing or indebtedness of any Group Company or to enforce any security given by any Group Company (or, in either case, any event or circumstance which with the giving of notice and/or the lapse of time and/or a relevant determination would constitute such an event or circumstance).
(d) Trade debts incurred by members of the Group in the ordinary and usual course of business since the Last Accounts Date do not exceed US$10,000 in aggregate for the Group as a whole.
Debt Position. 4.1 Debts owed to the Group
Debt Position. 4.1 The Company is clean and free from any Financial Indebtedness except for those disclosed in Exhibit 7-4.1 and those payables incurred during normal business operation that are consistent with past practices.
4.2 Any and all of the Company’s Financial Indebtedness to the Seller and/or its Affiliates which may have existed prior to the date of this Agreement has been fully discharged, waived or cancelled with no further liabilities or obligations to any person or government authority on the part of the Company except for those disclosed in Exhibit 7-4.1.
