Common use of Debts and Liabilities Clause in Contracts

Debts and Liabilities. 8.1 The Vendor shall assign the Debts to the Purchaser on Completion by executing a Deed of Assignment in the Agreed Form as provided in Clause 4.2.3. 8.2 The Vendor shall be solely responsible for and in the ordinary course of business shall discharge the Excluded Liabilities promptly and notwithstanding Completion shall be responsible for all debts payable by and claims accruing or outstanding against it in relation to the Business at Completion (save for the Agreed Liabilities) which it hereby agrees to discharge and satisfy in a timely manner. In relation to any claim made by a third party the Vendor will promptly give notice thereof to the Purchaser and will not take any steps which might reasonably be expected to damage the commercial interests of the Purchaser without prior consultation with and the approval of the Purchaser such approval not to be unreasonably withheld or delayed. 8.3 The Purchaser shall be responsible for discharge of the Agreed Liabilities in accordance with their terms as from Completion 8.4 The Purchaser shall fully and effectively indemnify and keep indemnified the Vendor on demand against all demands, claims, liabilities, costs and expenses properly incurred by it in relation to the Agreed Liabilities

Debts and Liabilities. 8.1 7.1 The Vendor shall assign the Debts to the Purchaser on Completion Date by executing a Deed of Assignment in the Agreed Form as provided in Clause clause 4.2.3. 8.2 7.2 The Vendor shall be solely responsible for and in the ordinary course of business shall discharge the Excluded Liabilities promptly and notwithstanding Completion shall be responsible for all debts payable by and claims accruing or outstanding against it in relation to the Business at Completion Date (save for the Agreed Liabilities) which it hereby agrees to discharge and satisfy in a timely manner. In relation to any claim made by a third party the Vendor will promptly give notice thereof to the Purchaser and will not take any steps which might reasonably be expected to damage the commercial interests of the Purchaser without prior consultation with and the approval of the Purchaser such approval not to be unreasonably withheld or delayed. 8.3 7.3 The Purchaser shall be responsible for discharge of the Agreed Liabilities in accordance with their terms as from CompletionCompletion and for the avoidance of doubt where it is determined that any listed Liability in Schedule 3 should not have been an Agreed Liability then such liability shall be deleted from the Agreed Liabilities for all the purposes of this Agreement and be treated as a Liability 8.4 7.4 The Purchaser shall fully and effectively indemnify and keep indemnified the Vendor on demand against all demands, claims, liabilities, costs and expenses properly incurred by it in relation to the Agreed Liabilities

Debts and Liabilities. 8.1 5.1 The Vendor shall assign the Debts to the Purchaser on Completion the Transfer Date by executing a Deed of Assignment in the Agreed Form as provided in Clause 4.2.3.agreed terms 8.2 5.2 The Vendor shall be solely responsible for and in the ordinary course of business shall discharge the Excluded Liabilities promptly and notwithstanding Completion shall be responsible for all debts payable by and claims accruing or outstanding against it in relation to the Business at Completion the Transfer Date (save for the Agreed Liabilities) which it hereby agrees to discharge and satisfy in a timely manner. In relation to any claim made by a third party the Vendor will promptly give notice thereof to the Purchaser and will not take any steps which might reasonably be expected to damage the commercial interests of the Purchaser without prior consultation with and the approval of the Purchaser such approval not to be unreasonably withheld or delayed. 8.3 5.3 The Purchaser shall be responsible for discharge of the Agreed Liabilities in accordance with their terms and for the avoidance of doubt where it is determined in accordance with Schedule 8 that any listed Liability in Schedule 3 should not have been An Agreed Liability then such liability shall be deleted from the Agreed Liabilities for all the purposes of this Agreement and be treated as from Completiona Liability 8.4 5.4 The Purchaser shall fully and effectively indemnify and keep indemnified the Vendor on demand against all demands, claims, liabilities, costs and expenses properly incurred by it in relation to the Agreed Liabilities