DEBTORS AND CREDITORS. 3.1 The Vendor and the Purchaser agree that the Debtors shall be assigned to the Purchaser on and with effect from the Completion Date in consideration of the sum referred to as the consideration therefor in column (2) of Schedule 1.
3.2 If the Vendor receives any payment in respect of any of the Debtors after Completion, the Vendor shall notify the Purchaser of the amount so received and shall account to the Purchaser for any such amounts on a monthly basis.
3.3 With effect from the Completion Date, the Vendor shall pay or discharge all of the Creditors in accordance with the Vendors normal policy and the Purchaser shall be responsible for paying or discharging the Accrued Liabilities.
3.4 In the event that the Vendor shall, after the Completion Date, pay or discharge any of the Accrued Liabilities due to be paid or discharged by the Purchaser under clause 3.3 (whether in whole or in part and whether directly or by virtue of any right of return, set-off or counterclaim exercised or claimed by any person in respect of sums otherwise payable to the Vendor or any member of its Group or otherwise howsoever), the Purchaser shall forthwith upon demand by the Vendor, pay or procure the payment to the Vendor in cleared funds of a sum equal to the amount of the Accrued Liabilities so paid or discharged.
3.5 The Purchaser shall indemnify and keep indemnified the Vendor against any liability arising from any claims, actions or proceedings brought against, or costs and expenses incurred by the Vendor in relation to the Accrued Liabilities due to be paid or discharged by the Purchaser under clause 3.3 or otherwise arising by virtue of any breach by the Purchaser of its obligations under clauses 3.3 or 3.4.
3.6 For the avoidance of doubt the benefit of the Deferred Income and the Prepayments shall remain with the Vendor.
DEBTORS AND CREDITORS. 8.1 The Company has not made, or entered into any Contract to make, any loan to, or other arrangement with, any person as a result of which it is or may be owed any money, other than trade debts incurred in the ordinary course of business and cash at bank.
8.2 The Company is not entitled to the benefit of any debt otherwise than as the original creditor and the Company has not raised finance by factoring, deferring or discounting any debt or agreed to do so.
8.3 There is set out in document 40 of Volume 12 of the documents annexed to the Disclosure Letter a list of line entries which together constitute the creditors (other than ordinary trade creditors) of the Company as shown in the Accounts.
8.4 The Company has not entered into any contract pursuant to which it is obligated for any amount otherwise than as the original debtor.
8.5 Material particulars of all disputes between the Company and its creditors in respect of amounts of £20,000 or more due to such creditors are set out in the Disclosure Letter.
DEBTORS AND CREDITORS. The Council's revenue accounts are maintained on a receipts and payments basis during the year and are converted to an income and expenditure basis at the year end by providing for all debtors and creditors on an actual or estimated basis. The financing of capital expenditure is based on the actual cash spent during the year. The Council has a policy of paying creditors within thirty days of date of invoice.
DEBTORS AND CREDITORS. 10.1 All of the debts shown in the Accounts or in the Company's accounting records since the Accounts Date have realised (or, so far as the Warrantors are aware (having made no enquiry of any debtor), will realise within a period of 3 months from their due dates) their full value in the ordinary course of collection less any specific provision for bad or doubtful debts included in the Accounts.
10.2 The Company has not factored or sold any of its debts nor agreed to do so.
10.3 There are no debts owing by or to the Company other than debts which have arisen in the ordinary course of business nor has the Company lent any money which has not been repaid.
DEBTORS AND CREDITORS. 10.1 All of the debts shown in the Company Accounts or the Company’s accounting records are expected by the directors of the Company to realise their full value in the ordinary course of collection less any specific provision for bad or doubtful debts included in the Company Accounts.
10.2 All of the debts shown in the Company Accounts or the Company’s accounting records save for those owing from the Inland Revenue are valid and enforceable and so far as the Vendor Warrantor is aware not subject to any defence, right of set off or counterclaim or any withholding or other deduction.
DEBTORS AND CREDITORS. 10.1 There are no debts owing to any Group Company (whether or not due for payment) other than trade debts incurred in the ordinary and proper course of business.
10.2 None of the trade debtors of any Group Company is subject to any counterclaim, deduction or set off.
10.3 No Group Company has factored or discounted any debts owing to it, or has agreed to do so, or has engaged in any financing of a type which would not need to be shown or reflected in the Accounts.
10.4 No Group Company has any creditors or other liabilities (including contingent liabilities) other than as disclosed in the Accounts or incurred in the ordinary and proper course of business since the Accounts Date.
10.5 No sum is owing by any Group Company to its auditors, solicitors or other professional advisers, and no accrual ought properly to be made by such Group Company in respect of any such claim.
10.6 Annexed to the Disclosure Letter is a list of the trade creditors of each Group Company in excess of £25,000 unpaid as at the Business Day preceding the date of this Agreement.
DEBTORS AND CREDITORS. 11.1 To the best of the Warrantors' knowledge, information and belief, each debt now owed to the Company (less the amount of any specific provision or reserve specifically disclosed in the Disclosure Letter, the Latest Accounts or the Latest Management Accounts and determined on the same basis as that applied in the Latest Accounts) will realise its full face value and be good and collectable in the usual course of business. None of such debts is subject to any counterclaim or set-off (except to the extent of any such provision or reserve).
11.2 No debt included in the Latest Accounts, the Latest Management Accounts or the Company's accounting records (for the period covered by the Latest Accounts or Latest Management Accounts) has been realised for materially less than its book value in the Latest Accounts or Latest Management Accounts or has been deferred or subordinated to any extent nor has been released or to the best of the Warrantors' knowledge, information and belief, is irrecoverable to any extent.
11.3 No debt now owed to the Company is overdue by more than 12 weeks (except to the extent of any provision or reserve disclosed in the Disclosure Letter, the Latest Accounts or the Latest Management Accounts).
11.4 The Company has paid its creditors within the times agreed with them. No debt owing by it has been due for more than 30 days.
11.5 No single debtor owes to the Company an amount which exceeds, in aggregate, 15 per cent of the total of the debts owing to the Company at the date of this Agreement.
11.6 To the best of the Warrantors' knowledge, information and belief, the attitudes and actions of customers, suppliers and employees with regard to the Company will not be materially adversely affected by the completion by the Purchaser of the purchase of the Shares.
DEBTORS AND CREDITORS. 12.1 Within five Business Days of Completion, the Seller shall deliver to the Buyer a list of Transferring Debtors.
12.2 As soon as reasonably practicable after Completion, the Seller shall send letters in the form set out in the Assignment of Debtors to all persons owing any of the Transferring Debtors, instructing them to make payments in settlement of the Transferring Debtors to the Buyer.
12.3 If the Seller receives after Completion any monies in full or partial settlement of any of the Transferring Debtors, the Seller shall ensure that all monies so received are held on trust for the Buyer and paid or delivered to the Buyer promptly, and in any event on or before the date falling
DEBTORS AND CREDITORS. 19.1 No Group Company is owed any sums other than trade debts incurred in the ordinary and usual course of its business (excluding inter Group Company loans).
19.2 No trade debt owing to any Group Company has been factored, discounted or otherwise agreed to be sold by it, has been outstanding for more than 90 days from its due date for payment or has been or, so far as the Seller is aware, is likely to be, disputed or subject to any set-off or counterclaim.
19.3 The Disclosure Letter contains full and accurate details of any bad and doubtful trade debts of each Group Company arising since the Accounts Date.
19.4 No amounts owing by any Group Company to any creditor have been due for more than 60 days from their due date.
DEBTORS AND CREDITORS. 19.1 The Company is not owed any sums other than trade debts incurred in the ordinary course of its business. So far as the Warrantors are aware, each trade debt will realise its full value (less any specific provision that has been made against it in the Accounts) in cash within 90 days, save for trade debts owed to the Company by the Purchaser.
19.2 No trade debt owing to the Company has been factored, discounted or otherwise agreed to be sold by it, has been outstanding for more than 30 days from its due date for payment or has been or, so far as the Warrantors are aware, is likely to be, disputed or subject to any set-off or counterclaim.
19.3 The Disclosure Letter contains full and accurate details of any bad and doubtful trade debts of the Company arising in the last 12 months.
19.4 No amounts owing by the Company to any creditor have been due for more than 30 days.
