Liabilities and Commitments Sample Clauses
The 'Liabilities and Commitments' clause defines the responsibilities and obligations that each party assumes under the agreement. It typically outlines the specific debts, financial obligations, and ongoing commitments that are recognized or transferred as part of the contract, such as outstanding loans, guarantees, or contractual duties. This clause ensures that all parties are aware of and agree to the allocation of existing and future liabilities, thereby preventing disputes and clarifying who is responsible for which obligations.
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Liabilities and Commitments. (a) Seller was incorporated on November 4, 1996. Since the date of its incorporation,
(b) BVI was incorporated on November 12, 1996. Since the date of its incorporation, BVI has conducted no business other than to acquire, own and operate the Assets. BVI has no liabilities, obligations, contracts or commitments (whether accrued, absolute, contingent, unliquidated, or otherwise, whether or not known and whether due or to become due), except liabilities, obligations, contracts and commitments reflected on Schedule 4.23(b).
Liabilities and Commitments. 12.1 The Company is not a party to or subject to any agreement, transaction, obligation, commitment, understanding, arrangement or liability (other than a contract for the supply of electricity, gas or water or normal office services) so far as the Warrantors are aware currently in force which:
12.1.1 is incapable of complete performance of the material obligations of the Company in accordance with its terms within 36 months after the date on which it was entered into or undertaken;
12.1.2 is likely to result in a loss to the Company on completion of performance;
12.1.3 cannot readily be fulfilled or performed by the Company on time without unusual expenditure of money and effort;
12.1.4 may be terminated or cease to be performed by any counterparty without notice or by giving three months’ notice or less;
12.1.5 involves obligations, restrictions, expenditure or receipts of an unusual, onerous or exceptional nature;
12.1.6 involves or is likely to involve the supply of goods or services by or to the Company the aggregate sales value of which will represent more than five per cent. of the turnover of the Company for its last financial year;
12.1.7 requires the Company to pay any, finders’ fee, royalty, brokerage or commission;
12.1.8 in any way restricts the Company’s freedom to carry on the whole or any part of its business in any part of the world in such manner as it thinks fit;
12.1.9 is an agreement or arrangement otherwise than by way of bargain at arm’s length; or
12.1.10 is in any way otherwise than in the ordinary course of the Company’s business.
12.2 Neither the Company nor any other party to any agreement with the Company is in default under any such agreement nor, so far as the Warrantors are aware, are there any circumstances likely to give rise to such a default and none of the Warrantors are aware of the invalidity of or grounds for rescission, avoidance or repudiation of any of such agreements or any allegation of such a thing, and the Company has not received notice of any intention in writing to terminate any of such agreements.
12.3 The Company is not a party to, nor have its profits or financial position since the Accounts Date been affected by, any agreement or arrangement which is not entirely of an arm’s length nature.
12.4 No offer, tender or the like is outstanding which is capable of being converted into an obligation of the Company that would exceed over $100,000 of income for the Company or would involve expenditure of over $10...
Liabilities and Commitments. (a) The Company has not borrowed money, increased the amount of existing borrowings or drawn on any credit lines other than under existing credit facilities.
(b) The Company has not granted or created any Encumbrance over the Shares or any of its assets or inventory.
(c) The Company has not provided any guarantee or other security to any Third Party.
(d) No Sellers’ Guarantees have been provided to any Third Party.
(e) The Company does not have any material commitments or unusual Liabilities that are not disclosed in the Accounts.
(f) The Company does not owe any money or have any outstanding liability to the Sellers.
(g) No Sellers nor any Related Entity of any Sellers owes, or will owe at Completion, any money, or has any outstanding liability, to the Company.
(h) The Company is not directly or indirectly obliged in any way to guarantee, assume or provide funds to satisfy any obligation of any person, and has not given a letter of comfort to any person.
(i) No offer, tender or quotation given or made by the Company is capable of giving rise to a contract merely by any unilateral act of a Third Party.
(j) The transfer of the Shares in accordance with this Agreement does not and will not constitute a breach of any obligation (including any statutory, contractual or fiduciary obligation), or default under any agreement or undertaking, by which the Company is or may become bound.
(k) There are no outstanding commitments of the Company for capital expenditure.
(l) The Company is not party to any agreement in terms of which it is, or will be, bound to share its profits or pay any royalties.
(m) There are no debts owed to or accounts receivable of the Company at Completion.
Liabilities and Commitments. Except as specified in Schedule 2, no Group Company has granted or created any Encumbrance over the Shares or any of its assets.
Liabilities and Commitments. 9.1 So far as the Seller is aware, the Company is not a party to or subject to any agreement, transaction, obligation, commitment, understanding, arrangement or liability which, in all material respects:
9.1.1 is likely to result in a material loss to the Company on completion of performance;
9.1.2 cannot readily be fulfilled or performed by the Company on time without unusual expenditure of money and effort;
9.1.3 may be terminated or cease to be performed by any counterparty without notice or by giving three months’ notice or less;
9.1.4 involves or is likely to involve obligations, restrictions, expenditure or receipts of an unusual, onerous or exceptional nature;
9.1.5 in any way restricts the Company’s freedom to carry on the whole or any part of its business in any part of the world in such manner as it thinks fit;
9.1.6 is an agreement or arrangement otherwise than by way of bargain at arm’s length; or
9.1.7 is in any way otherwise than in the ordinary and proper course of the Company’s business.
9.2 Neither the Company nor any other party to any agreement with the Company is in default under any such agreement nor (so far as the Seller is aware) are there any circumstances likely to give rise to such a default and none of the Seller is aware of the invalidity of or grounds for rescission, avoidance or repudiation of any of such agreements or any allegation of such a thing, and the Company has not received notice of any intention to terminate any of such agreements.
9.3 No offer, tender or the like is outstanding which is capable of being converted into an obligation of the Company by an acceptance or other act of some other person.
9.4 The Company has not entered into any indemnity or guarantee. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Share Purchase Agreement 18
Liabilities and Commitments
Liabilities and Commitments