FINANCE AND GUARANTEES Clause Samples
FINANCE AND GUARANTEES. 12.1 Other than the registered charges listed in Schedule 2 (the Particulars of the Company and Subsidiaries), no guarantee, mortgage, charge or other security agreement or arrangement has been given by or entered into by the Company or any of the Subsidiaries or any third party in respect of borrowings or other obligations of the Company or the Subsidiaries.
12.2 No security over any of the assets of the Company or any of the Subsidiaries is now enforceable, whether by virtue of the stated maturity date of the indebtedness having been reached or otherwise.
12.3 Neither the Company nor any of the Subsidiaries has received any notice the terms of which have not been fully complied with and/or carried out from any creditor requiring any payment to be made and/or intimating the enforcement of any security which it may hold over the assets of the Company or the Subsidiaries.
12.4 Neither the Company nor any of the Subsidiaries has any outstanding loan capital, or has lent any money that has not been repaid, and so far as the Warrantors are aware, there are no debts owing to the Company or the Subsidiaries other than debts that have arisen in the normal course of business.
12.5 A list of aged debtors of the Company as at a date no more than 2 Business Days before the Completion Date are Disclosed.
12.6 So far as the Warrantors are aware no trade debt of more than £50,000 owing to the Company or the Subsidiaries will not be paid.
12.7 A list of historic bad debts of the Company as at 31 May 2015 are Disclosed.
12.8 Neither the Company nor any of the Subsidiaries has any outstanding obligations under a guarantee or suretyship in respect of the indebtedness of or the default in the performance in any of the material obligations of any other person.
12.9 Details of all bank accounts and financial facilities of the Company and its Subsidiaries (whether in credit or overdrawn) are Disclosed.
FINANCE AND GUARANTEES. 14.1 The Disclosure Letter contains full particulars of all:
(a) money borrowed by the Company; and
(b) loans, overdrafts or other financial facilities currently outstanding or available to the Company (Financial Facilities), including copies of all material documents relating to such Financial Facilities.
14.2 The total amount borrowed by the Company (whether pursuant to the Financial Facilities or otherwise) does not exceed any limitations on the borrowing powers of the Company contained in:
(a) its articles of association; or
(b) any debenture or other deed or document binding on the Company.
14.3 There are no circumstances or matters which could affect the continuance of any of the Financial Facilities, or which may result in an amendment of their terms.
14.4 No indebtedness of the Company is due and payable and no Encumbrance over any of the assets of the Company is now enforceable, whether by virtue of the stated maturity date of the indebtedness having been reached or otherwise.
14.5 The Company has not received any notice (whose terms have not been fully complied with or carried out) from any creditor requiring any payment to be made in respect of any indebtedness (whether arising pursuant to the Financial Facilities or otherwise), or intimating the enforcement of any Encumbrance which it holds over the assets of the Company .
14.6 Except as Disclosed, no Encumbrance, guarantee, indemnity or other similar security arrangement has been given or entered into (or agreed to be given or entered into) by the Company or any third party in respect of the borrowings or other obligations of the Company (whether arising pursuant to the Financial Facilities or otherwise).
14.7 The Company has not given or entered into (or agreed to give or enter into) any Encumbrance, guarantee, indemnity or other similar security arrangement in respect of the indebtedness of, or the default in the performance of any obligation by, any other person.
14.8 The Company has not:
(a) factored or discounted any of its debts;
(b) engaged in financing of a type which would not need to be shown or reflected in the Accounts; or
(c) waived any right of set-off it may have against any third party.
14.9 The Company has no outstanding loan capital, or has lent any money that has not been repaid, and there are no debts owing to the Company other than debts that have arisen in the normal course of the Business.
14.10 The debts owing to the Company as reflected in the Accounts, and all debts s...
FINANCE AND GUARANTEES. 14.1 Material particulars of all money borrowed by the Company (including full particulars of the terms on which such money has been borrowed) have been Disclosed.
14.2 No guarantee, mortgage, charge, pledge, lien, assignment or other security agreement or arrangement has been given by or entered into by the Company in respect of borrowings or other obligations of the Company.
14.3 No guarantee, mortgage, charge, pledge, lien, assignment or other security agreement or arrangement has been given by or entered into by a third party in respect of borrowings or other obligations of the Company.
14.4 The total amount borrowed by the Company does not exceed any limitations on the borrowing powers contained:
(a) in the memorandum and articles of association of the Company; or
(b) in any debenture or other deed or document binding on the Company.
14.5 The Company does not have any outstanding loan capital, or has lent any money that has not been repaid, and there are no debts owing to the Company other than debts that have arisen in the ordinary course of business.
14.6 The Company has not:
(a) factored any of its debts or discounted any of its debts or engaged in financing of a type which would not need to be shown or reflected in the Accounts; or
(b) waived any right of set-off it may have against any third party.
14.7 So far as the Sellers are aware (without having made enquiry of any debtor) all debts (less any provision for bad and doubtful debts) owing to the Company reflected in the Accounts have either prior to the date of this Agreement been realised or will, within 6 months after the date of this Agreement, realise in cash their full amount as included in those Accounts or books and none of those debts nor any part of them has been outstanding for more than two months from its due date for payment.
14.8 The Company has not given or entered into any guarantee, mortgage, charge, pledge, lien, assignment or other security agreement or arrangement or is responsible for the indebtedness, or for the default in the performance of any obligation, of any other person.
14.9 The Company is not subject to any arrangement for receipt or repayment of any grant, subsidy or financial assistance from any government department or other body.
14.10 Particulars of the balances of all the bank accounts of the Company, showing the position as at the day immediately preceding the date of this Agreement, have been Disclosed and the Company has no other bank accounts. Since thos...
FINANCE AND GUARANTEES. 15.1 Particulars of all money borrowed by the Company, which is still owing to the Company, (including full particulars of the terms on which such money has been borrowed) and other indebtedness of a finance nature of the Company have been Disclosed.
15.2 No guarantee, mortgage, charge, pledge, lien, assignment or other security agreement or arrangement has been given by or entered into by the Company or any third party in respect of borrowings or other obligations of the Company outstanding on the date of this agreement.
15.3 The total amount borrowed by the Company does not exceed any limitations on the borrowing powers contained:
15.3.1 in the Articles of the Company; or
15.3.2 in any debenture or other deed or document binding on the Company.
15.4 The Company has no outstanding loan capital, or has not lent any money that has not been repaid, and there are no debts owing to the Company other than debts that have arisen in the normal course of business.
15.5 The Company has not:
15.5.1 factored any of its debts or discounted any of its debts or engaged in financing of a type which would not need to be shown or reflected in the Accounts; or
15.5.2 waived any right of set-off it may have against any third party.
15.6 No indebtedness of the Company is due and payable and no security over any of the assets of the Company is now enforceable, whether by virtue of the stated maturity date of the indebtedness having been reached or otherwise. The Company has not received any notice whose terms have not been fully complied with and/or carried out from any creditor requiring any payment to be made and/or intimating the enforcement of any security which it may hold over the assets of the Company.
15.7 The Company has not given or entered into any guarantee, mortgage, charge, pledge, lien, assignment or other security agreement or arrangement or is responsible for the indebtedness, or for the default in the performance of any obligation, of any other person.
15.8 Particulars of the balances of all the bank accounts of the Company, showing the position as at the day immediately preceding the date of this agreement, have been Disclosed and the Company has no other bank accounts. Since those particulars were given, there have been no payments out of those accounts other than routine payments in the ordinary course of business.
15.9 A Change of Control of the Company will not result in:
15.9.1 the termination of or material effect on any financial agreement or arrangem...
FINANCE AND GUARANTEES. (a) Full particulars of the financial indebtedness (excluding trade creditors) of each Group Company is set out in the Disclosure Letter.
(b) No guarantee or Encumbrance has been given by or entered into by any Group Company or any third party in respect of the indebtedness or other obligations of any Group Company, nor by any Group Company in respect of the indebtedness or other obligations of any of the Sellers or the Sellers’ Group or any other person.
(c) No Group Company is responsible for the indebtedness, or for the default in the performance of any obligation, of any other person.
(d) There are no debts owing to any Group Company other than debts that have arisen in the ordinary course of their respective businesses.
(e) No indebtedness of any Group Company is due and payable and no security over any of the assets of any Group Company is now enforceable, whether by virtue of the stated maturity date of the indebtedness having been reached or otherwise.
(f) Particulars of the balances of the bank accounts of each Group Company, showing the position as at the day immediately preceding the date of this Agreement, are set out in the Disclosure Letter and the Group Companies have no other bank accounts. There have been no payments out of those accounts other than routine payments in the ordinary course of business since such time.
(g) Particulars of all grants received by any Group Company are set out in the Disclosure Letter. There are no circumstances in which any such grants shall be required to be refunded or repaid in whole or in part.
FINANCE AND GUARANTEES. (i) The EMV Disclosure Letter contains full particulars of all money borrowed by EMV and each of its Subsidiaries in an amount greater than $150,000, and all financial facilities currently outstanding or available to EMV or any of its Subsidiaries in an amount greater than $150,000, including copies of all related documentation.
(ii) To the knowledge of EMV, there are no circumstances or matters which could affect the continuance of any of the financial facilities that are currently available to EMV or any of its Subsidiaries or which may result in an amendment of their terms.
(iii) No Encumbrance over any of the assets of EMV or its Subsidiaries is now enforceable and there are no circumstances likely to give rise to such enforcement.
(iv) No Encumbrance, guarantee, indemnity or other similar security arrangement in an amount in excess of $150,000 has been entered into, given or agreed to be given by:
(A) EMV, any of its Subsidiaries or any third party for any indebtedness or other obligations of EMV or any of its Subsidiaries; or
(B) EMV or any of its Subsidiaries for any indebtedness or other obligations of any third party.
FINANCE AND GUARANTEES. (a) Full particulars of the indebtedness of each Group Company is set out in the Disclosed Information.
(b) No indebtedness of any Group Company is due and payable and no security over any of the assets of any Group Company is now enforceable, whether by virtue of the stated maturity date of the indebtedness having been reached or otherwise.
FINANCE AND GUARANTEES. (i) The Xos Disclosure Letter contains full particulars of all money borrowed by Xos and each of its Subsidiaries in an amount greater than $150,000, and all financial facilities currently outstanding or available to Xos or any of its Subsidiaries in an amount greater than $150,000, including copies of all related documentation.
(ii) To the knowledge of Xos, there are no circumstances or matters which could affect the continuance of any of the financial facilities that are currently available to Xos or any of its Subsidiaries or which may result in an amendment of their terms.
(iii) No Encumbrance over any of the assets of Xos or its Subsidiaries is now enforceable and there are no circumstances likely to give rise to such enforcement.
(iv) No Encumbrance, guarantee or other similar security arrangement in an amount in excess of $150,000 has been entered into, given or agreed to be given by:
(A) Xos, any of its Subsidiaries or any third party for any indebtedness or other obligations of Xos or any of its Subsidiaries; or
(B) Xos or any of its Subsidiaries for any indebtedness or other obligations of any third party.
FINANCE AND GUARANTEES. 6.1 Details of all loans, overdrafts or other financial facilities having the commercial effect of borrowing that are outstanding or available to any of the Group Companies at the date of this Agreement (the “Financial Facilities”) are set forth in the Data Room.
6.2 No Group Company has any outstanding loan capital, nor have they agreed to create or issue any loan capital to any person.
6.3 Save for another Group Company, no person has given or entered into (or agreed to give or enter into) any guarantee, indemnity or other similar arrangement in respect of the borrowings or obligations of the Group Companies (whether arising under the Financial Facilities or otherwise).
6.4 No Group Company has given or entered into (or agreed to give or enter into) any guarantee, indemnity or other similar arrangement in respect of the borrowings or obligations of any other person, save for another Group Company.
FINANCE AND GUARANTEES. 12.1 The Disclosure Letter contains full particulars of all money borrowed by the Company and all financial facilities currently outstanding or available to the Company, including copies of all related documentation.
12.2 No Encumbrance over any of the assets of the Company is now enforceable, and there are no circumstances likely to give rise to any such enforcement.
12.3 The Company has not factored or discounted any of its debts, or engaged in financing of a type that would not need to be shown or reflected in the Accounts.
12.4 No Encumbrance, guarantee, indemnity or other similar arrangement has been entered into, given or agreed to be given by the Company:
12.4.1 or any third party, in each case in respect of any indebtedness or other obligations of the Company; or
12.4.2 in respect of any indebtedness or other obligations of any third party.
12.5 The Company has no outstanding loan capital, nor has it lent any money that has not been repaid, and there are no debts owing to the Company other than debts that have arisen in the normal course of the Business.
12.6 The debts owing to the Company as reflected in the Accounts (and all debts subsequently recorded in its books since the Accounts Date) have been realised and none of those debts has been outstanding for more than three months.