Creditors and liabilities Clause Samples
The 'Creditors and Liabilities' clause defines the responsibilities and obligations of a party regarding debts and financial obligations owed to third parties. It typically outlines which party is responsible for settling outstanding debts, how liabilities are to be managed, and may specify procedures for notifying or paying creditors. This clause ensures that all parties are clear about who bears financial responsibility, thereby preventing disputes over unpaid debts and clarifying risk allocation in the event of insolvency or dissolution.
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Creditors and liabilities. 8.1. The Seller shall immediately discharge all the debts of the ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ , ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■
Creditors and liabilities. You can edit to what you ■ ■ ■ ■ , ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ , ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ .
Creditors and liabilities. We think this is a good arrangement but ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ . ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ .
Creditors and liabilities. Value Added Tax
Creditors and liabilities. 11.1 The Vendors shall settle out of their own resources all of the Outstanding Cheques forthwith upon presentation.
11.2 Upon becoming aware of any claim against the Vendors pursuant to the Liabilities the Vendors will promptly give notice of it to the Purchaser and shall not take any steps without the approval of the Purchaser (save where they are in receipt of legal proceedings (including a statutory demand or winding up petition) and the Vendors reasonably are of the view that they must act immediately in which case they shall inform the Purchaser immediately thereafter and in the meantime may take such steps as they shall deem appropriate. The Vendors shall if so requested by the Purchaser and so far as it is able promptly supply to the Purchaser written details of all trade and other creditors of the Business subsisting at the Completion Date.
11.3 Unless otherwise expressly provided nothing in this Agreement shall make the Purchaser liable in respect of anything done or omitted to be done by the Vendors prior to the Effective Date and the Vendors shall indemnify the Purchaser in full for and against any reasonable claims costs expenses or liabilities whatsoever and howsoever arising incurred or suffered by the Purchaser in connection with any of the Excluded Liabilities the including reasonable costs incurred by the Purchaser in settling any claim in respect of such debts obligations or liabilities. This indemnity shall extend without limitation to all legal expenses and other professional fees reasonably and properly incurred by the Purchaser.
11.4 With effect from the Effective Date the Purchaser shall:-
11.4.1 discharge all of the Liabilities as they fall due;
11.4.2 observe and perform or procure to be observed and performed all the obligations of the Vendors under the Contracts except insofar as such obligations should have been performed by the Vendors before the Effective Date and except insofar as such obligations have not been fully and effectively transferred to the Purchaser whether by assignment, novation or otherwise (save in respect of the Properties) and it is not possible for the Purchaser to perform or procure the performance thereof without constituting a breach of the contract concerned;
11.4.3 assume responsibility for payment for all goods delivered or services received under the Contracts after the Effective Date and which do not form part of the Stock whether the invoices for such goods or services are received before or after...
Creditors and liabilities. There are no liens on assets, the Securities, or obligations of Issuer, and that the Issuer has no liabilities of any sort whatsoever which have not been disclosed or provided to, the Buyer in written due diligence documents presented by the Issuer to the Buyer, and that all federal, state, and local, taxes (including, but not limited to, sales and payroll taxes), assessments, fines, penalties, if any, have been prepared, filed, and paid with the appropriate governmental authorities up to and through the date of Closing, or if such returns have not been filed, the Issuer has no taxable obligations.
Creditors and liabilities. The Purchasers hereby agree and accept that they are accepting the Company with all its creditors and debtors as of the Completion Date and as disclosed in the Company’s Accounts and the Management Accounts as of that date; This Agreement supersedes all previous agreements or negotiations, whether written or oral, between the parties relating to the sale of the Shares and constitutes the entire agreement and understanding between the parties with respect to all matters which are referred to.
Creditors and liabilities. 7.1 No Group Company has any outstanding borrowings or indebtedness in the nature of borrowing other than:
7.1.1 monies owing to another Group Company;
7.1.2 trade debt incurred in the ordinary course of business; or
7.1.3 as otherwise disclosed in the DOL Accounts or the DOGL Accounts (as applicable).
7.2 Details of all loans or other financial facilities outstanding or available to the Group Companies are contained in the Data Room.
7.3 No written notice has been received by any Group Company to the effect that it is in material default under the terms of any borrowing made by it.
7.4 No Group Company is:
7.4.1 liable for the indebtedness of any person other than another Group Company; or
7.4.2 party to any guarantee or any other obligation to pay, purchase or provide funds for the payment of any indebtedness of any person other than another Group Company.
Creditors and liabilities. The Vendor agrees to remain solely responsible for all the Liabilities (save as otherwise expressly provided in this Agreement) and undertakes to discharge the Creditors and to indemnify the Purchaser fully at all times from and against any and all claims, actions, proceedings, demands, liabilities, costs and expenses in connection with any of the foregoing.
Creditors and liabilities. 10.1 The Purchasers hereby agree and accept that they are accepting the Company with all its creditors and debtors as of the Completion Date and as disclosed in the Company’s Accounts and the Management Accounts as of that date;
10.2 For any debtors as at 30th June 2003 not collected by the Company on or before 28th February 2004 the amount of the same shall be deducted from >>name<<’s Loan account and in this instance >>name<< shall indemnify and does indemnify the Company in respect of any moneys not so collected;