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 the Effective Date; 11.4.4 Unless otherwise expressly provided nothing in this Agreement shall make the Vendors liable in respect of anything done or omitted to be done by the Purchaser after the Completion Date and the Purchaser shall indemnify the Vendors in full for and against any claims costs expenses or liabilities whatsoever and howsoever arising incurred or suffered by the Vendors in connection with any acts or defaults of the Purchaser in connection with the Business and the Assets and the Liabilities following Completion including reasonable costs incurred by the Vendors 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 Vendors. 11.5 With effect from the Completion Date all complaints received by the Vendors or the Purchaser from customers of the Business in relation to goods supplied or services rendered prior to the Completion Date (including warranty claims arising in the normal course of the Business) shall be dealt with as follows:- 11.5.1 all such complaints shall be promptly referred in the first instance to the Purchaser who may elect in respect of any such complaint either:- 11.5.1.1 to endeavour to resolve it and to supply any replacement goods and carry out any remedial services accordingly; or 11.5.1.2 to refer it to the Vendors who shall be responsible at the expense of the Purchaser for resolving the same; 11.5.2 each party will provide any information or assistance reasonably requested by the other in dealing with complaints under this Clause; 11.5.3 the Vendors will not make any admission of liability in relation to any complaint without the Purchaser's prior consent.
Appears in 1 contract
Creditors and liabilities. 11.1 13.1 Except for the Accepted Liabilities, nothing in this agreement shall make the Purchaser liable in respect of anything done or omitted to be done prior to the Effective Time by any Vendor and the Vendors shall jointly and severally indemnify the Purchaser in respect of any liability (which liability shall include, without limitation, all losses, costs, claims, expenses, damages, legal and other professional fees and expenses on a solicitor and own client basis) which it may incur as a result of anything so done or omitted to be done;
13.2 The Vendors shall settle out of their own resources all promptly discharge the Creditors and notwithstanding completion of the Outstanding Cheques forthwith upon presentationpurchase of the Businesses shall be responsible for all debts payable by and claims outstanding against it at the Effective Time including all wages, sums payable under taxation statutes, rent and other expenses (but excluding the Accepted Liabilities).
11.2 Upon 13.3 In addition to Clause 13.2:-
13.3.1 the Vendors shall remain liable for claims by third parties in respect of any service supplied by any Vendor or any act or omission of any Vendor prior to the Effective Time or arising from defective products or parts of products produced by any Vendor, even if the defective products or parts were sold by the Purchaser;
13.3.2 upon becoming aware of any such 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 which might reasonably be expected to damage the approval commercial interests of the Purchaser (save where they are in receipt of legal proceedings (including a statutory demand or winding up petition) and without prior consultation with the Purchaser;
13.3.3 the Vendors reasonably are of the view that they must act immediately in which case they shall inform indemnify the Purchaser immediately thereafter and in the meantime against claims by third parties ("Defect Claims") arising from defective products which -------------------------------------------------------------------------------- 100 may take such steps as they shall deem appropriate. The Vendors shall if so requested by be brought against the Purchaser and so far as it is able promptly supply which relate 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 products supplied by the Vendors prior to the Effective Date and Time
13.3.4 the Vendors shall indemnify the Purchaser against claims by third parties in full respect of the cancellation or termination (other than a cancellation pursuant to a subscriber's right to cancel a new subscription for and against ▇▇▇ in book format within 21 days of receiving the first edition delivered pursuant to such new subscription) of any reasonable claims costs expenses of the Contracts within the terms of such Contracts where such right of cancellation or liabilities whatsoever and howsoever arising incurred termination arises otherwise than as a result of any act or suffered by omission of any member of the Purchaser Group after the Effective Time including without limitation the refund of any monies paid to any of the Vendors in connection with such Contracts. provided that the Vendors' liability in respect of any claims by third parties in terms of Clause 13.3.1 and in respect of any such Defects Claim in terms of Clause 13.3.3 shall be reduced to the extent that UK would have had a valid claim against BARRA in respect of the Excluded Liabilities subject matter of such claim or Defects Claim under the agreement between UK and BARRA dated 18th January 1995 but for the assignation of such agreement to the Purchaser pursuant to this Agreement.
13.4 The liability of the Vendors under Clause 13.3.1 shall extend to any settlement of a claim (including costs) made with the approval of the Vendors;
13.5 Subject to the obligation of the Purchaser to mitigate its loss pursuant to Clause 6.10 if the Purchaser considers that it is desirable to take preventative action with a view to avoiding claims under Clause 13.3.1 the Vendors shall bear the reasonable incurred cost of that action; -------------------------------------------------------------------------------- 101
13.6 The Purchaser shall be entitled to perform the obligations of the Vendors to meet warranty or other claims of customers arising as a result of transactions carried out by the Vendors prior to the Effective Time, insofar as the same are required by the Vendors' standard conditions of sale, copies of which have been produced to the Purchaser. The Vendors shall reimburse to the Purchaser on a monthly basis the direct costs incurred by the Purchaser in settling any claim in respect of such debts carrying out its 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 the Effective Date;
11.4.4 Unless otherwise expressly this sub clause provided nothing in this Agreement shall make the Vendors liable in respect of anything done or omitted to be done by the Purchaser after the Completion Date and the Purchaser shall indemnify the Vendors in full for and against any claims costs expenses or liabilities whatsoever and howsoever arising incurred or suffered by the Vendors in connection with any acts or defaults of the Purchaser in connection with the Business and the Assets and the Liabilities following Completion including reasonable costs incurred by the Vendors 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 that the Vendors.
11.5 With effect from the Completion Date all complaints received by the Vendors or the Purchaser from customers ' liability in terms of the Business in relation to goods supplied or services rendered prior to the Completion Date (including warranty claims arising in the normal course of the Business) shall be dealt with as follows:-
11.5.1 all such complaints shall be promptly referred in the first instance to the Purchaser who may elect this Clause in respect of any such complaint either:-
11.5.1.1 to endeavour to resolve it and to supply any replacement goods and carry out any remedial services accordingly; or
11.5.1.2 to refer it Defects Claim shall be reduced to the Vendors who shall be responsible at the expense extent that UK would have had a valid claim against BARRA in respect of the subject matter of such Defects Claim under the agreement between UK and BARRA dated 18th January 1995 but for the assignation of such agreement to the Purchaser for resolving the same;
11.5.2 each party will provide any information or assistance reasonably requested by the other in dealing with complaints under pursuant to this Clause;
11.5.3 the Vendors will not make any admission of liability in relation to any complaint without the Purchaser's prior consentAgreement; 14.
Appears in 1 contract
Creditors and liabilities. 11.1 6.1 The Vendors Vendor shall settle out of their own resources all forthwith following a request therefor supply to the Purchaser full details of the Outstanding Cheques forthwith upon presentationCreditors.
11.2 Upon 6.2 The Vendor shall be responsible for the discharge of the Creditors and Liabilities and notwithstanding completion of the purchase of the Business shall be responsible for all debts payable by and claims outstanding against it at the Effective Time including all wages, sums payable under taxation statutes, rent and other expenses.
6.3 In addition to clause 6.2:
6.3.1 the Vendor shall remain liable for claims by third parties in respect of any service supplied or products sold by the Vendor or any act or omission of the Vendor prior to the Effective Date or arising from defective products or parts of products manufactured by the Vendor, even if the defective products or parts were sold by the Purchaser in the 12 months following completion;
6.3.2 upon becoming aware of any such claim against the Vendors pursuant to the Liabilities the Vendors Purchaser will promptly give notice of it to the Purchaser Vendor and neither shall not take any steps which might reasonably be expected to damage the commercial interests of the other without prior consultation with the other.
6.4 The Vendor shall indemnify the Purchaser from and against all liabilities debts and claims referred to under clause 6.2 and 6.3.1 and such indemnity shall extend to the amount of any settlement of a claim (including costs) made by the Purchaser with 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 Vendor.
6.5 If the Purchaser immediately thereafter reasonably considers that it is desirable to take preventive action with a view to avoiding claims under clause 6.3.1 including, without limitation repair and in the meantime may take replacement then provided such steps as they shall deem appropriate. The Vendors shall if so requested action has first been discussed and approved by the Vendor such approval not to be unreasonably withheld the Vendor shall hear the cost of that action.
6.6 Save for such liabilities as the Purchaser and so far as it is able promptly supply agrees expressly to assume under this agreement, the Purchaser shall not assume any liability of or relating to the Purchaser written details of all trade and other creditors of the Business subsisting in existence at the Completion Date.
11.3 Unless otherwise expressly provided Effective Time and nothing in this Agreement 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 Time by the Vendors Vendor. The Vendor 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 any such debts obligations or liabilities. This indemnity liability (which liability shall extend include, without limitation to limitation, all losses, costs, claims, expenses, damages, 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 expenses on an indemnity basis) which it may incur or which may arise 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 the Effective Date;
11.4.4 Unless otherwise expressly provided nothing in this Agreement shall make the Vendors liable in respect result of anything so done or omitted to be done by the Purchaser after the Completion Date and the Purchaser shall indemnify the Vendors in full for and against any claims costs expenses or liabilities whatsoever and howsoever arising incurred or suffered by the Vendors in connection with any acts or defaults of the Purchaser in connection with the Business and the Assets and the Liabilities following Completion including reasonable costs incurred by the Vendors 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 Vendors.
11.5 With effect from the Completion Date all complaints received by the Vendors or the Purchaser from customers of the Business in relation to goods supplied or services rendered prior to the Completion Date (including warranty claims arising in the normal course of the Business) shall be dealt with as follows:-
11.5.1 all such complaints shall be promptly referred in the first instance to the Purchaser who may elect in respect of any such complaint either:-
11.5.1.1 to endeavour to resolve it and to supply any replacement goods and carry out any remedial services accordingly; or
11.5.1.2 to refer it breaches by the Vendor of this Agreement or claim arising from the Vendor's conduct of thc Business prior to the Vendors who shall Effective Time and for all and any liabilities not expressly agreed under this Agreement to be responsible at the expense of the Purchaser for resolving the same;
11.5.2 each party will provide any information or assistance reasonably requested assumed by the other in dealing with complaints under this Clause;
11.5.3 the Vendors will not make any admission of liability in relation to any complaint without the Purchaser's prior consent.
Appears in 1 contract
Creditors and liabilities. 11.1 6.1 The Vendors Vendor shall settle out of their own resources all forthwith following a request therefor supply to the Purchaser full details of the Outstanding Cheques forthwith upon presentationCreditors.
11.2 Upon 6.2 Subject to clause 6.7 the Vendor shall be responsible for the discharge of the Creditors and Liabilities and notwithstanding completion of the purchase of the Business shall be responsible (subject as aforesaid) for all debts payable by and claims outstanding against it at the Effective Time including all wages, sums payable under taxation statutes, rent and other expenses.
6.3 Without prejudice to the generality of clause 6.2 but subject as therein mentioned:
6.3.1 the Vendor shall remain liable for claims by third parties in respect of any service supplied or products sold by the Vendor or any act or omission of the Vendor prior to the Effective Time or arising from defective products or parts of products manufactured by the Vendor, even if the defective products or parts were sold by the Purchaser provided (in such case) they are sold in the 12 months following completion;
6.3.2 upon becoming aware of any relevant claim against the Vendors pursuant to the Liabilities the Vendors Purchaser will promptly give notice of it to the Purchaser Vendor and neither party shall not take any steps which might reasonably be expected to damage the commercial interests of the other without prior consultation with the other.
6.4 The Vendor shall indemnify the Purchaser from and against all liabilities debts and claims referred to under clause 6.2 and 6.3.1 and such indemnity shall extend to the amount of any settlement of a claim (including reasonable costs) made by the Purchaser with the approval of the Vendor.
6.5 The Purchaser shall take all reasonable preventive action with a view to avoiding claims under clause 6.3.1 (save where they are in receipt of legal proceedings (including a statutory demand or winding up petitionincluding, without limitation repair and replacement) and provided such action has first been discussed and approved by the Vendors reasonably are Vendor (such approval not to be unreasonably withheld or delayed) the Vendor shall bear the cost of the view that they must act immediately in which case they shall inform action.
6.6 Save for such liabilities as the Purchaser immediately thereafter and in the meantime may take such steps as they shall deem appropriate. The Vendors shall if so requested by agrees expressly to assume under this agreement, the Purchaser and so far as it is able promptly supply shall not assume any liability of or relating to the Purchaser written details of all trade and other creditors of the Business subsisting in existence at the Completion Date.
11.3 Unless otherwise expressly provided Effective Time and nothing in this Agreement 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 Time by the Vendor.
6.7 The Purchaser in connection with any of the Excluded Liabilities the including reasonable costs incurred has been notified by the Purchaser Vendor and accepts that in settling any claim certain respects the Computer Software is not Year 2000 compliant and to that extent, the Vendor may have been in respect breach of such debts obligations or liabilities. This indemnity shall extend without limitation to all legal expenses representations and other professional fees reasonably and properly incurred by contractual obligations to its customers. The Purchaser will use best endeavours after Completion to remedy 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 the Effective Date;
11.4.4 Unless otherwise expressly provided nothing in this Agreement shall make the Vendors liable in respect of anything done or omitted to be done by the Purchaser after the Completion Date and the Purchaser shall indemnify the Vendors in full for and against any claims costs expenses or liabilities whatsoever and howsoever arising incurred or suffered by the Vendors in connection with any acts or defaults of the Purchaser in connection with the Business and the Assets and the Liabilities following Completion including reasonable costs incurred by the Vendors 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 Vendors.
11.5 With effect from the Completion Date all complaints received by the Vendors or the Purchaser from customers of the Business in relation to goods supplied or services rendered prior to the Completion Date (including warranty claims arising defects in the normal course Computer Software relating to Year 2000 compliance and thereafter to notify all relevant customers and supply them free of charge with supplemental software remedying the Business) shall be dealt with as follows:-
11.5.1 all such complaints shall be promptly referred in the first instance to the Purchaser who may elect in respect of any such complaint either:-
11.5.1.1 to endeavour to resolve it and to supply any replacement goods and carry out any remedial services accordingly; or
11.5.1.2 to refer it to the Vendors who shall be responsible at the expense of the Purchaser for resolving the same;
11.5.2 each party will provide any information or assistance reasonably requested by the other in dealing with complaints under this Clause;
11.5.3 the Vendors will not make any admission of liability in relation to any complaint without the Purchaser's prior consentdefects.
Appears in 1 contract