FINANCE AND GUARANTEES. 13.1. The Disclosure Letter contains full particulars of: 13.1.1. all money currently borrowed by the Company; and 13.1.2. all loans, overdrafts or other financial facilities currently outstanding or available to the Company (Financial Facilities), including copies of all documents relating to such Financial Facilities. 13.2. 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: 13.2.1. its articles of association; or 13.2.2. any debenture or other deed or document binding on the Company. 13.3. There are no circumstances or matters which, so far as the Warrantors are aware, could affect the continuance of any of the Financial Facilities, or which may result in an amendment of their terms. 13.4. 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. 13.5. 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 threatening the enforcement of any Encumbrance which it holds over the assets of the Company. 13.6. No Encumbrance, guarantee, indemnity or other similar security arrangement has been given or entered into by the Company or any third party in respect of borrowings or other obligations of the Company (whether arising pursuant to the Financial Facilities or otherwise), nor has any such person agreed to do so. 13.7. 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, of any other person. 13.8. The Company has not: 13.8.1. factored or discounted any of its debts; or 13.8.2. engaged in financing of a type which would not need to be shown or reflected in the Accounts; or 13.8.3. waived any right of set-off it may have against any third party. 13.9. The Company does not have any outstanding loan capital and 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 the Business. 13.10. The debts owing to the Company as reflected in the Accounts, and all debts subsequently recorded in the books of the Company since the Accounts Date: 13.10.1. have been realised in accordance with their terms; 13.10.2. have not been outstanding (in whole or in part) for more than two months from its due date for payment; and 13.10.3. are not subject to any right of set-off or counterclaim. 13.11. 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. 13.12. Particulars of the balances of all the bank accounts of the Company, showing the position two Business Days prior to the Completion Date, have been Disclosed and the Company does not have any other bank account. Since the date of those particulars, there have been no payments out of those bank accounts other than payments in the ordinary course of the Business.
Appears in 1 contract
Samples: Share Purchase Agreement (Qumu Corp)
FINANCE AND GUARANTEES. 13.1. 14.1 The Disclosure Letter contains full particulars ofof all:
13.1.1. all (a) money currently borrowed by the Company; and
13.1.2. all (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.
13.2. 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:
13.2.1. (a) its articles of association; or
13.2.2. (b) any debenture or other deed or document binding on the Company.
13.3. 14.3 There are no circumstances or matters which, so far as the Warrantors are aware, which could affect the continuance of any of the Financial Facilities, or which may result in an amendment of their terms.
13.4. 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.
13.5. 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 threatening intimating the enforcement of any Encumbrance which it holds over the assets of the CompanyCompany .
13.6. No 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), nor has any such person agreed to do so.
13.7. 14.7 The Company has not given or entered into, 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, of any other person.
13.8. 14.8 The Company has not:
13.8.1. (a) factored or discounted any of its debts; or;
13.8.2. (b) engaged in financing of a type which would not need to be shown or reflected in the Accounts; or
13.8.3. (c) waived any right of set-off it may have against any third party.
13.9. 14.9 The Company does not have any has no outstanding loan capital and 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 the Business.
13.10. 14.10 The debts owing to the Company as reflected in the Accounts, and all debts subsequently recorded in the books of the Company since the Accounts Date:
13.10.1. (a) have been realised or so far as the Seller is aware will within three months after the Completion Date realise in accordance with cash their termsfull amount as included in those Accounts or books;
13.10.2. (b) have not been outstanding (in whole or in part) for more than two months from its due date for payment; and
13.10.3. (c) are not subject to any right of set-off or counterclaim.
13.11. 14.11 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.
13.12. 14.12 Particulars of the balances of all the bank accounts of the Company, Company showing the position two Business Days prior to as at the Completion Dateday immediately preceding the date of this agreement, have been Disclosed and the Company does not have any has no other bank account. Since the date of those particulars, there have been no payments out of those bank accounts other than routine payments in the ordinary course of the Business.
Appears in 1 contract
Samples: Share Purchase Agreement (Concierge Technologies Inc)
FINANCE AND GUARANTEES. 13.1. 14.1 The Disclosure Letter contains full particulars ofof all:
13.1.1. all (a) money currently borrowed by the Company; and
13.1.2. all (b) loans, overdrafts or other financial facilities currently outstanding or available to the Company (Financial Facilities), including copies of all documents relating to such Financial Facilities.
13.2. 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:
13.2.1. (a) its articles of association; or
13.2.2. (b) any debenture or other deed or document binding on the Company.
13.3. There are no circumstances or matters which, so far as the Warrantors are aware, could affect the continuance of any of the Financial Facilities, or which may result in an amendment of their terms.
13.4. 14.3 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.
13.5. 14.4 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 threatening intimating the enforcement of any Encumbrance which it holds over the assets of the Company.
13.6. No 14.5 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), nor has any such person agreed to do so.
13.7. 14.6 The Company has not given or entered into, 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, of any other person.
13.8. 14.7 The Company has not:
13.8.1. factored or discounted any of its debts; or
13.8.2. engaged in financing of a type which would not need to be shown or reflected in the Accounts; or
13.8.3. waived any right of set-off it may have against any third party.
13.9. The Company does not have any no outstanding loan capital and 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 the Business.
13.10. 14.8 The debts owing to the Company as reflected in the Accounts, and all debts subsequently recorded in the books of the Company since the Accounts Date:
13.10.1. (a) have been realised realised, or will within three months after the date of this agreement realise in accordance with cash their termsfull amount as included in those Accounts or books;
13.10.2. (b) have not been outstanding (in whole or in part) for more than two months from its due date for payment; and
13.10.3. (c) are not subject to any right of set-off or counterclaim.
13.11. 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.
13.12. 14.9 Particulars of the balances of all the bank accounts of the Company, showing the position two as at the Business Days prior to Day immediately preceding the Completion Datedate of this agreement, have been Disclosed and the Company does not have any other bank account. Since the date of those particulars, there have been no payments out of those bank accounts other than routine payments in the ordinary course of the Business.
14.10 Having regard to the existing banking and other facilities available to it, the Company has sufficient working capital for the purposes of executing, carrying out and fulfilling in accordance with their respective terms all customer orders, customer projects and customer contractual obligations which have been placed with or undertaken by the Company as at Completion.
Appears in 1 contract
FINANCE AND GUARANTEES. 13.1. 14.1 The Disclosure Letter contains full particulars ofof all:
13.1.1. all (a) money currently borrowed by the Company; and
13.1.2. all (b) loans, overdrafts overdrafts, credit cards or other financial facilities currently outstanding or available to the Company (Financial Facilities), including copies of all material documents relating to such Financial Facilities.
13.2. 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:
13.2.1. (a) its articles of association; or
13.2.2. (b) any debenture or other deed or document binding on the Company.
13.3. There are no circumstances or matters which, so far as the Warrantors are aware, could affect the continuance of any of the Financial Facilities, or which may result in an amendment of their terms.
13.4. 14.3 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.
13.5. 14.4 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 threatening intimating the enforcement of any Encumbrance which it holds over the assets of the Company.
13.6. No 14.5 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), nor has any such person agreed to do so.
13.7. 14.6 The Company has not given or entered into, 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, of any other person.
13.8. 14.7 The Company has not:
13.8.1. (a) factored or discounted any of its debts; or;
13.8.2. (b) engaged in financing of a type which would not need to be shown or reflected in the Accounts; or
13.8.3. (c) waived any right of set-off it may have against any third party.
13.9. 14.8 The Company does not have any outstanding loan capital and 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 the Business.
13.10. 14.9 The debts owing to the Company as reflected in the Accounts, and all debts subsequently recorded in the books of the Company since the Accounts Date:
13.10.1. (a) have been realised realised, or will within three months after the date of this agreement realise in accordance with cash their termsfull amount as included in those Accounts or books;
13.10.2. (b) have not been outstanding (in whole or in part) for more than two three months from its due date for payment; and
13.10.3. (c) are not subject to any right of set-off or counterclaim.
13.11. 14.10 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.
13.12. 14.11 Particulars of the balances of all the bank accounts of the Company, showing the position two Business Days prior to as at the day immediately preceding the Completion Date, have been Disclosed and the Company does not have any other bank account. Since the date of those particulars, there have been no payments out of those bank accounts other than routine payments in the ordinary course of the Business.
14.12 Having regard to the existing banking and other facilities available to it, the Company has sufficient working capital for the purposes of executing, carrying out and fulfilling in accordance with their respective terms all orders, projects and contractual obligations which have been placed with or undertaken by the Company.
Appears in 1 contract
Samples: Share Purchase Agreement (Interlink Electronics Inc)
FINANCE AND GUARANTEES. 13.1. 14.1 The Disclosure Letter contains full particulars of:
13.1.1. (a) all money currently borrowed by the Company; and
13.1.2. (b) all loans, overdrafts or other financial facilities currently outstanding or available to the Company (βFinancial Facilitiesβ), including copies of all material documents relating to such Financial Facilities.
13.2. 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:
13.2.1. (a) its articles of association; or
13.2.2. (b) any debenture or other deed or document binding on the Company.
13.3. 14.3 There are no circumstances or matters which, so far as the Warrantors are aware, which could affect the continuance of any of the Financial Facilities, or which may result in an amendment of their terms.
13.4. 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.
13.5. 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 threatening intimating the enforcement of any Encumbrance which it holds over the assets of the Company.
13.6. 14.6 No Encumbrance, guarantee, indemnity or other similar security arrangement has been given or entered into by the Company or any third party in respect of borrowings or other obligations of the Company (whether arising pursuant to the Financial Facilities or otherwise), nor has any such person agreed to do so.
13.7. 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, of any other person.
13.8. 14.8 The Company has not:
13.8.1. (a) factored or discounted any of its debts; or
13.8.2. (b) engaged in financing of a type which would not need to be shown or reflected in the Accounts; or
13.8.3. (c) waived any right of set-off it may have against any third party.
13.9. 14.9 The Company does not have any has no outstanding loan capital and capital, nor has not 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.
13.10. 14.10 The debts owing to the Company as reflected in the Accounts, and all debts subsequently recorded in the books of the Company since the Accounts Date:
13.10.1. (a) have been realised in accordance with their termsfull;
13.10.2. (b) have not been outstanding (in whole or in part) for more than two months from its due date for payment; and
13.10.3. (c) are not subject to any right of set-off or counterclaim.
13.11. 14.11 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.
13.12. 14.12 Particulars of the balances of all the bank accounts of the Company, showing the position two Business Days prior to as at the Completion Dateday immediately preceding the date of this agreement, have been Disclosed and the Company does not have any has no other bank account. Since the date of those particulars, there have been no payments out of those bank accounts other than routine payments in the ordinary course of the Business.
Appears in 1 contract
