FINANCIAL COMMITMENTS AND BORROWINGS Sample Clauses
FINANCIAL COMMITMENTS AND BORROWINGS. 7.1 The Seller has Disclosed:
(a) a true, complete and accurate summary of the Indebtedness of each Sale Subsidiary;
(b) true, complete and accurate details of all loan and revolving credit or overdraft or factoring or invoice discounting or other like facilities of each Sale Subsidiary and copies of all material documents relating to each such facility; and
(c) full particulars of all the bank accounts of each Sale Subsidiary and of the bank mandates applicable to them.
7.2 There is no Indebtedness of any Sale Subsidiary which is overdue for payment or discharge by more than three months, and (assuming continuance of its existing bank and other financial facilities which have been Disclosed).
7.3 So far as the Seller is aware:
(a) no event has occurred which has resulted, or could result, in any present or future Indebtedness of any Sale Subsidiary becoming due or capable of being declared due and payable prior to its date of maturity; and
(b) no event has occurred which is or would, with the giving of notice or the passing of time, be an event on which the Sale Subsidiaries' bank facilities or other borrowings or any of them have or could become immediately repayable or any security granted by or over any property or assets of the Sale Subsidiaries is or could become enforceable.
7.4 No Sale Subsidiary is or has agreed to become bound by any guarantee or indemnity or suretyship or similar commitment other than those identified in the Admission Document, and there is not now outstanding any such guarantee, indemnity, suretyship or similar commitment given for the accommodation of or in respect of any obligation or liability of the Sale Subsidiaries.
7.5 No Sale Subsidiary owes any debts other than debts which have arisen in the ordinary course of business.
7.6 No Sale Subsidiary is, nor has it been, engaged in any arrangements which are not properly shown or reflected in the Accounts and which involve the raising of finance under which that Sale Subsidiary is or may become liable to repay Indebtedness.
7.7 No investment or other grant or allowance and or loan or financial aid of any kind has been applied for or received or is receivable by the Sale Subsidiaries from any Governmental Entity.
FINANCIAL COMMITMENTS AND BORROWINGS. 9.1. Details of all overdraft, loan and other financial facilities along with maximum credit limits available to each Group Company have been Disclosed and neither the Vendor nor any Group Company has done or omitted to do anything that might affect or prejudice the continuation of such facilities and the continuation of each such facility will not be affected or prejudiced by the transaction contemplated by this Agreement.
9.2. The amounts borrowed by each Group Company do not exceed any overdraft limits, or any limitations on borrowings contained in any facility agreement, debenture or other agreement or instrument binding upon it or in its constitutional documents.
9.3. No overdraft or other financial facilities available to any Group Company are dependent upon the guarantee, indemnity or suretyship of, or security provided by any other person other than a Group Company.
9.4. No event that is, or, with the passing of time or the giving of any notice, certificate, declaration or demand, would become, an event of default under or breach of the terms of any loan capital, borrowing, debenture or financial facility of any Group Company, or that would entitle any third party to call for repayment prior to normal maturity, has occurred or been alleged.
9.5. No Group Company has lent or agreed to lend any money that has not been repaid to it, and there are no debts owing to any Group Company other than debts arising in the ordinary course of trading.
9.6. No Group Company has factored, discounted or securitised any of its receivables.
9.7. Complete and accurate particulars of all grants, allowances, aid and subsidies paid or made to any Group Company during the last six years by, and of all outstanding claims by any Group Company for any such grant, allowance, aid or subsidy from, any supranational, national or local authority or government agency are set out in the Disclosure Letter and no Group Company has done or omitted to do any act or thing which act, thing or omission could result, nor will the sale of the Shares result, in all or any part of any such grant, allowance, aid or subsidy becoming repayable or forfeit.
FINANCIAL COMMITMENTS AND BORROWINGS. 13.1 Complete and accurate details of all overdraft, loan and other financial facilities available to the Company and the amounts outstanding under them at the close of business on the day preceding the date of this Agreement are set out in the Disclosure Letter and none of the Shareholders or the Company has done anything, or omitted to do anything, as a result of which the continuance of any of those facilities might be affected or prejudiced.
13.2 The Company is not a party to, and has not agreed to enter into, any lending, or purported lending, agreement or arrangement (other than agreements to give credit in the ordinary course of its business).
13.3 The Company is not exceeding any borrowing limit imposed upon it by its bankers, other lenders, its articles of association or otherwise nor has the Company entered into any commitment or arrangement which might lead it so to do.
13.4 No overdraft or other financial facilities available to the Company are dependent upon the guarantee of or security provided by any other person.
13.5 No event has occurred or been alleged which is or, with the passing of any time or the giving of any notice, certificate, declaration or demand, would become an event of default under, or breach of, any of the terms of any loan capital, borrowing, debenture or financial facility of the Company or which would entitle any person to call for repayment prior to normal maturity.
13.6 The Company is not, or has agreed to become, bound by any guarantee, indemnity, surety or similar commitment.
13.7 The Company has no credit cards in issue in its own name or that of any officer or employee of the Company or any person connected with any officer or employee.
13.8 The Company has not received any grants, allowances, loans or financial aid of any kind from any government departmental or other board, body, agency or authority which may become liable to be refunded or repaid in whole or in part.
13.9 The Company has not engaged in financing of a type which is not required, or has not been, shown or reflected in the Management Accounts.
FINANCIAL COMMITMENTS AND BORROWINGS. 13.1 Complete and accurate details of all overdraft, loan and other financial facilities available to the Group Companies and the amounts outstanding under them at the close of business on the day preceding the date of this Agreement are set out in the Disclosure Letter and none of the Warrantors or any Group Company has done anything, or omitted to do anything, as a result of which the continuance of any of those facilities might be affected or prejudiced.
FINANCIAL COMMITMENTS AND BORROWINGS. 8.1 Bank accounts Full details of all bank accounts and other accounts with any financial institutions maintained or used by each Group Company and the limits on each Group Company’s bank overdraft facilities, together with copies of all bank mandates, are accurately set out in the Disclosure Letter and the total amount borrowed by each Group Company from their respective bankers does not exceed their respective overdraft facilities.
FINANCIAL COMMITMENTS AND BORROWINGS. BANK ACCOUNTS
6.1 Full details of all bank accounts maintained or used by each Group Company, together with copies of all bank mandates, are set out in the Disclosure Letter.
6.2 A statement certified by the Group's bankers of the credit or debit balances of each Group Company's bank and deposit accounts as at a date not more than two Business Days before the date of this Agreement has been supplied to the Purchaser and the Group has no other bank or deposit accounts not included in such statement. Since the date of such statement no payment out of any account has been made, except for routine payments in the ordinary and usual course of business, and the balances are not substantially different from those shown in the statement.
FINANCIAL COMMITMENTS AND BORROWINGS. 6.1 The Buyer has Disclosed:
(a) a true, complete and accurate summary of the Indebtedness of the Buyer;
(b) true, complete and accurate details of all loan and revolving credit or overdraft or factoring or invoice discounting or other like facilities of the Buyer and copies of all material documents relating to each such facility; and
(c) full particulars of all the bank accounts of the Buyer.
6.2 There is no Indebtedness of the Buyer which is overdue for payment or discharge by more than three months, and (assuming continuance of its existing bank and other financial facilities which have been Disclosed).
6.3 No investment or other grant or allowance and or loan or financial aid of any kind has been applied for or received or is receivable by the Buyer from any Governmental Entity.
FINANCIAL COMMITMENTS AND BORROWINGS. 6.1 The Management Sellers have Disclosed:
(A) a true, complete and accurate summary of the Indebtedness of the Target Group;
(B) true, complete and accurate details of all loan and revolving credit or overdraft or factoring or invoice discounting or other like facilities of each Target Company and copies of all material documents relating to each such facility;
(C) full particulars of all the bank accounts of each Target Company and of the bank mandates applicable to them.
6.2 There is no Indebtedness of any Target Company which is overdue for payment or discharge by more than three months
6.3 No event has occurred which has resulted or could result in any present or future Indebtedness of any Target Company becoming due or capable of being declared due and payable prior to its date of maturity and no event has occurred which is or would with the giving of notice or the passing of time or otherwise be an event upon which a Target Company’s bank facilities or other borrowings or any of them have or could become immediately repayable or any security granted by or over any property or assets of any Target Company becoming enforceable.
FINANCIAL COMMITMENTS AND BORROWINGS. 12.1 A summary of all overdraft, loan and other financial facilities available to the Target Companies at the close of business on the day preceding the date of this Agreement are set out in the Disclosure Letter.
12.2 So far as the Vendor is aware, no Target Company or Comtek is a party to, nor has it agreed to enter into, any lending, or purported lending, agreement or arrangement (other than agreements to give credit or loans in the ordinary course of its business including finance leases).
12.3 So far as the Vendor is aware, no Target Company or Comtek is exceeding any borrowing limit imposed upon it by its bankers, other lenders, its articles of association or otherwise nor has any Target Company entered into any commitment or arrangement which might lead it so to do.
12.4 No overdraft or other financial facilities available to any Target Company or Comtek are dependent upon the guarantee of or security provided by any other person.
12.5 No Target Company or Comtek is, nor has it agreed to become, bound by any guarantee, indemnity, surety or similar commitment other than, in each case, in the ordinary course of business.
12.6 No Target Company or Comtek has engaged in financing of a type which is not required to be or has not been, shown or reflected in the Accounts or the Management Accounts.
12.7 No Target Company or Comtek has received any grants, allowances, loans or financial aid of any kind from any government departmental or other board, body, agency or authority which may become liable to be refunded or repaid in whole or in part.
FINANCIAL COMMITMENTS AND BORROWINGS. 6.1 The Buyer has Disclosed:
(a) a true, complete and accurate summary of the Indebtedness of the Buyer;
(b) true, complete and accurate details of all loan and revolving credit or overdraft or factoring or invoice discounting or other like facilities of the Buyer and copies of all material documents relating to each such facility; and
(c) full particulars of all the bank accounts of the Buyer.
6.2 There is no Indebtedness of the Buyer which is overdue for payment or discharge by more than three months, and (assuming continuance of its existing bank and other financial facilities which have been Disclosed).
6.3 No investment or other grant or allowance and or loan or financial aid of any kind has been applied for or received or is receivable by the Buyer from any Governmental Entity.