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Community Banking. Credit unions. Log In. Tags Consumer banking Debt collection. May 18, , a. EDT 2 Min Read. Close extra sharing options. PRA, based in Norfolk, Va. Alexander Holzgreve, managing director acquisitions Europe for PRA Group, said, "Building a dedicated consumer insolvency purchasing business will enable us to provide an enhanced competitive offering to our existing and prospective client base in the German market.
For reprint and licensing requests for this article, click here. Consumer banking Debt collection. Achieva Credit Union lands fourth merger in 10 years. Coast 2 Coast Financial Credit Union has agreed to join the Florida-based Achieva, which previously acquired two community banks. By Jackie Stewart. E-mail: to be notified.
Purchaser Guarantor. If there is any conflict between the terms of this Agreement and any other agreement, this Agreement shall prevail as between the Parties and as between any members of the Seller Group and any members of the Purchaser Group unless: i such other agreement expressly states that it overrides this Agreement in the relevant respect; and ii the Seller and the Purchaser are either also parties to that other agreement or otherwise expressly agree in writing that such other agreement shall override this Agreement in that respect.
This Agreement and the other Transaction Documents together set out the whole agreement between the Parties in respect of the sale and purchase of the Shares and supersede any prior agreement whether oral or written relating to the Proposed Transaction. It is agreed that:. For the purpose of this clause, Connected Persons means in relation to a Party the officers, employees, agents and advisers of that party or any of its Affiliates.
Except as expressly provided in this Agreement, no failure or delay by any party in exercising any right or remedy relating to this Agreement or any of the Transaction Documents shall affect or operate as a waiver or variation of that right or remedy or preclude its exercise at any subsequent time.
No single or partial exercise of any such right or remedy shall preclude any further exercise of it or the exercise of any other remedy. This Agreement may be executed in any number of counterparts, and by each Party on separate counterparts. Each counterpart is an original, but all counterparts shall together constitute one and the same instrument. No amendment of this Agreement or of any other Transaction Document shall be valid unless it is in writing and duly executed by or on behalf of all of the Parties to it.
Each of the provisions of this Agreement and the other Transaction Documents is severable. If any such provision is held to be or becomes invalid or unenforceable under the law of any jurisdiction, the Parties shall use all reasonable endeavours to replace it with a valid and enforceable substitute provision the effect of which is as close to its intended effect as possible.
Except as provided in the immediately preceding sentence, this Agreement and any non-contractual obligations arising out of or in connection with this Agreement shall be governed by, and interpreted in accordance with, English law. For such purposes each Party irrevocably submits to the jurisdiction of the English courts, waives any objections to the jurisdiction of those courts and irrevocably agrees that a judgment or order of the English courts in connection with this Agreement is conclusive and binding on it and may be enforced against it in the courts of any other jurisdiction.
The Seller irrevocably undertakes not to revoke the authority of this agent and if the Purchaser, acting reasonably, requests the Seller to do so it shall promptly appoint another such agent with an address in England and advise the Purchaser. Such agent shall be Portfolio Recovery Associates UK Ltd of 58 Portland Street, Kilmarnock, KA1 1JG and any claim form, judgment or other notice of legal process shall be sufficiently served on the Purchaser if delivered to such agent at its address for the time being.
The Purchaser irrevocably undertakes not to revoke the authority of this agent and if the Seller, acting reasonably, requests the Purchaser to do so it shall promptly appoint another such agent with an address in England and advise the Seller.
The rights and obligations of the Seller, the Purchaser and the Seller Guarantor under this Agreement shall be as if the Original SPA was in this form when originally entered into. Entering into, and payments of amounts under, the Option Termination Agreements. Any other items agreed in writing by the Purchaser from time to time to be Permitted Leakages.
Non-current assets. Tangible assets. Intangible assets. Loans and receivables. Deferred tax assets. Other financial assets. Total non-current assets. Current assets. Trade and other receivables. Cash and short-term deposits.
Total current assets. Total assets. Equity and liabilities. Share capital. Treasury shares. Share premium fund. Other paid in capital. Foreign currency translation reserve. Available-for-sale reserve. Net investment hedge reserve. Retained earnings. Total equity attributable to equity holders of the parent. Non-current liabilities. Interest-bearing loans and borrowings.
Pension liabilities. Deferred tax liabilities. Total non-current liabilities. Current liabilities. Multicurrency credit facility and junior facility. Overdraft facility. Interest-bearing deposits. Trade and other payables. Current income tax liabilities. Dividends payable. Other current liabilities. Total current liabilities.
Total liabilities. Total equity and liabilities. Year Interest income on portfolios. Other operating revenue. Total operating revenue. Change in portfolio collection estimates. Net operating revenue. Payroll expenses. Depreciation and amortisation of assets. Other operating expenses. Total operating expenses.
Operating profit. Net financial items. Profit before tax. Profit after tax for the period. Other comprehensive income, net of tax. Exchange differences on translation of foreign operations. Net change in fair value of available-for-sale financial assets. Total comprehensive income for the period, net of tax. Profit attributable to. Equity holders of the parent. Total comprehensive income attributable to.
Earnings per share in NOK. Amortisation on portfolios. From the date of this Agreement until Closing, the Seller shall, to the extent permissible under applicable Law, ensure that:. Each of the sub-paragraphs in this Schedule is a separate undertaking and shall not be restricted in its extent or application by any other such paragraphs. At Closing, the Purchaser shall:. On Closing, or as soon as practicable thereafter, the Purchaser shall procure that the Target Companies satisfy their obligations to pay any amounts due to the Option Holders under the Option Termination Agreements to the extent that such obligations have not been satisfied prior to Closing.
At or before Closing, the Seller and the Purchaser shall execute and deliver to each other or procure that their relevant Affiliates shall execute and deliver the Disclosure Letter. Simultaneously with:. The Seller has the requisite power and authority to enter into and perform this Agreement and the Transaction Documents and has obtained all corporate authorisations and other than to the extent relevant to the Conditions all other governmental, statutory, regulatory or other consents, licences or authorisations required to empower it to enter into and perform its obligations under this Agreement.
This Agreement and the Transaction Documents will, when executed, constitute valid and binding obligations of the Seller. Each of the Seller and the Target Companies is validly incorporated, in existence and duly registered under the laws of its jurisdiction of incorporation. Each of the Target Companies has full power under its Constitutional Documents to conduct its business as conducted at the date of this Agreement.
The Shares constitute the whole of the issued share capital of the Company and have been properly issued. All the Shares are or are deemed to be fully paid and the Seller is or will at Closing be: i the sole legal and beneficial owner of the Shares free from all Third Party Rights; and ii entitled to transfer or procure the transfer of the Shares on the terms of this Agreement.
No person has the right exercisable now or in the future and whether contingent or not to call for the issue or transfer of any share or loan capital in any Target Company under any option or other agreement or otherwise howsoever. There is no litigation, arbitration, prosecution, contentious administrative or other legal proceedings or dispute in existence or threatened in writing in respect of the Shares or the shares in any Target Company and there are no facts which might reasonably be expected to give rise to any such proceedings or any such dispute.
No Target Company owns any shares in any undertaking other than another Target Company and no Target Company is a member of any partnership or joint venture or other unincorporated association and no Target Company has agreed to do or become any of the above.
The Locked Box Accounts have been prepared in good faith and with all due care and attention in accordance with IFRS and the accounting policies, principles, estimation techniques, measurement bases, practices and procedures used in preparing the Last Accounts in each case applied on a consistent basis and fairly present the state of affairs and financial position, profits, losses, assets and liabilities of the Target Companies as at the Locked Box Accounts Date and the results thereof for the financial year ended on the Locked Box Accounts Date, provided that this Warranty shall not apply in respect of deferred tax in the Locked Box Accounts.
Since the Locked Box Accounts Date:. The Last Accounts comply with applicable Law. They have been prepared with all due care and attention in accordance with IFRS in a manner consistent with past practice and fairly present the state of affairs and financial position, profits, losses, assets and liabilities of the Target Companies to which they relate as at the Last Accounts Date and of the results thereof for the financial year ended on the Last Accounts Date.
The statutory books of each Target Company required to be kept by applicable laws in its jurisdiction of incorporation have been maintained in. All books of account and further accounting records of each Target Company required to be kept by applicable Law in its jurisdiction of incorporation have been maintained in all material respects in accordance with applicable Law and kept on a consistent basis in accordance with generally accepted accounting principles applicable to such records and contain the information required by applicable Law.
A list of the credit or debit balances on the accounts within the cash pool of the Target Companies as at a date not more than seven days before the date of this Agreement is annexed to the Disclosure Letter. No Target Company has received any written notice from a Governmental Entity in the 12 months before the date of this Agreement alleging that any Target Company does not have any licence, permission, authorisation public or private or consent required for carrying on its business effectively in the places and in the manner in which it is carried on at the date of this Agreement in accordance with all applicable Law.
So far as the Seller is aware, there are no facts or circumstances which would be likely to give rise to any such licence, consent, approval, permission, permit or authority being suspended, cancelled or revoked or not renewed. In the 24 months before the date of this Agreement there has been no material default by any Target Company under any order, decree or judgement of any court or any governmental or regulatory authority in the jurisdiction in which it is incorporated which applies to the Target Company.
All Account Level Data collected or originated by any Target Company is complete and accurate in all material respects. So far as the Seller is aware, all Account Level Data that has not been collected or originated by any Target Company is complete and accurate in all material respects. The Target Companies have account level data in respect of all Accounts equivalent to the Account Level Data, and such account level data is complete and accurate in all material respects. Complete and accurate copies of all Portfolio Acquisition Agreements entered into in the last three years are kept by a Target Company.
The Data Room contains a summary of the material insurance maintained by or covering each Target Company and copies of the material insurance policies in respect of the Target Companies are set out in the Data Room. Those insurances are in full force and effect and are not void or voidable, all premiums payable to date have been paid and, so far as the Seller is aware, there are no circumstances which might lead to the insurers avoiding any liability under them or the premiums being increased.
No Target Company is a party to any agreement, contract, transaction, arrangement or obligation:. No Target Company has received written notice in the 24 months before the date of this Agreement that it is in default under any material contract other than any Portfolio Acquisition Agreement but including any material IT Contract to which it is a party and no written notice of termination or written intention to terminate has been received by any Target Company in respect of any of them and, so far as the Seller is aware, there are no facts or circumstances which would be reasonably likely to give rise to the termination of any of such contracts or matters.
No order has been made, petition presented or resolution passed for the winding up of the Seller or the Target Companies or for the appointment of a liquidator or provisional liquidator to the Seller or the Target Companies. No administrator has been appointed in relation to the Seller or the Target Companies.
No notice has been given or filed with the court of an intention to appoint an administrator. No petition or application has been presented or order made for the appointment of an administrator in respect of the Seller or the Target Companies. No moratorium has been sought or has been granted in respect of the Seller or the Target Companies. No voluntary arrangement has been proposed in respect of the Seller or the Target Companies. No compromise or arrangement has been proposed, agreed to or sanctioned in respect of the Seller or the Target Companies, nor has any application been made to, or filed with, the court for permission to convene a meeting to vote on a proposal for any such compromise or arrangement.
The Seller and the Target Companies have not proposed or agreed to a general composition, compromise, assignment or arrangement with any of its creditors. None of the Seller or the Target Companies is unable to pay its debts within the meaning of section of the Insolvency Act There are no unsatisfied written demands that have been served on the Seller pursuant to section 1 a of the Insolvency Act There is no unsatisfied judgement or court order outstanding against the Seller or the Target Companies.
The Seller and the Target Companies are not, in any jurisdiction, subject to or threatened by any other procedures or steps which are analogous to those set out above. No Target Company has given a power of attorney. Owned IP and material licences. Such Material IP Licences are valid and subsisting in accordance with their terms. In addition, so far as the Seller is aware:. No infringement. Neither the Seller nor a Target Company has, in the last 24 months, received a written notice alleging that the operations of a Target Company infringe the Intellectual Property Rights of a third party or sent a written notice alleging that a third party is infringing the Owned IP.
Information technology. No Target Company has, in the last 24 months, received written notice from a third party alleging that a Target Company is in default under any IT Contract. The IT Systems have not, in the last twenty four 24 months, failed to any material extent and the data that they process has not been corrupted or compromised to any material extent.
In the past 12 months:. The Properties comprise all the material land and buildings owned, leased, controlled, occupied or used by any Target Company. Compliance with Environmental Laws. So far as the Seller is aware:. Environmental Consents.
So far as the Seller is aware, all Environmental Consents required for any activities at any Property have been obtained and are in full force and effect. Folder 5 of the Data Room contains:. The Employees listed in folders 5. The contractors. The persons who are engaged by or provide services, either directly or indirectly, to any Target Company as an independent contractor or consultant on a self-employed basis account for less than ten per cent of the total workforce by head count of the Target Companies.
Key Manager. No Key Manager has given notice which has not yet expired terminating his or her employment and, as far as the Seller is aware, no such Key Manager has any current intention of giving such notice and no Target Company has any proposal to terminate the employment of any Key Manager or to materially vary or amend their terms of employment or engagement whether to their detriment or benefit prior to Closing. Collective dismissals. Within the period of 1 year before the date of this Agreement, the Target Companies have not initiated or completed the implementation of any collective dismissals being any dismissals of a group of 20 or more individuals in any period of ninety consecutive days or implemented or entered into a social plan and there is no plan or intention to do so.
There are no outstanding offers of employment or engagement to provide consultancy or contractor services to any Target Company and no person has accepted such an offer of employment or engagement but has not yet taken up the position accepted. Other than as implied by applicable Law, there are no terms of employment for any Employee which provide that a change of control or ownership of his employer however change of control may be defined in the said document, if at all shall entitle them to treat the change in control as amounting to a breach of contract or entitling him to any payment or benefit whatsoever or entitling him to treat himself as redundant or dismissed or released from any obligation.
In the two years prior to the date of this Agreement, none of the Employees has transferred to the relevant Target Company as a result of a relevant transfer as defined in the Transfer of Undertakings Protection of Employment Regulations or any analogous legislation in the relevant jurisdiction. There is no material obligation or amount due from any Target Company to or in respect of any Employee or contractor in connection with or arising from his employment or engagement or termination of his employment or engagement which is in arrear or unsatisfied other than the reimbursement of expenses in the ordinary course, normal salary or remuneration for the part month as at the date of this Agreement and accrued holiday pay for the current holiday year or for reimbursement of business expenses.
Other than the incentive plans set out in folders 5. In relation to any Employee, contractor or former employee, director, officer, contractor or consultant, works council, trade union, group or organisation, there are no current, pending or threatened material disputes, claims or proceedings whether individual or collective against any Target Company, or, so far as the Seller is aware , matters which may give rise to such dispute, claim or proceeding.
Other than pursuant to applicable Law or any applicable notice periods , no Target Company has any obligation, whether contractual or otherwise, to pay any sum in the event of redundancy or severance. There is no Key Manager that is bound by or otherwise subject to any contract, agreement or arrangement which restricts him from performing his duties for any Target Company or in breach of any contract with any former employer or any other person concerning Intellectual Property Rights or confidentiality as a result of his duties to or employment with any Target Company.
There is no other Employee that is bound by or otherwise subject to any contract, agreement or arrangement with any member of the Seller Group or a Seller Related Party which restricts him from performing his duties for any Target Company or in breach of any contract with any former employer or any other person concerning Intellectual Property Rights or confidentiality as a result of his duties to or employment with any Target Company.
Each of the Target Companies has complied in all material respects with its contractual obligations to each Employee and contractor and with all applicable Law and rules relating to employment. There is no recognised trade union, staff association, staff council, works council or other worker representatives relating to any Employee.
There is no obligation, whether legally binding or not, to inform or consult with any trade union, staff association, staff council, works council or other worker representative in relation to this Agreement. Other than the Target Pension Schemes, the Contractual Employment Benefits and any state pension arrangement, there is not in operation a superannuation, pension, life assurance, death benefit or other arrangement in respect of which any Target Company has or may have any liability or obligation to provide or contribute towards any pension, lump-sum or death.
Copies of all material governing documentation in relation to the Target Pension Schemes are set out in the Data Room. The Target Pension Schemes currently comply with its governing documents and all applicable Law, regulations and requirements in all material respects and each Target Company has complied in all material respects with any mandatory obligations in relation to the provision of pension or retirement arrangements in respect of the Employees.
All amounts due and payable on or before the date of this Agreement by any Target Company in relation to the Target Pension Schemes have been duly paid in full on the due dates for such payments. No Target Company has received notice in writing of any material dispute in relation to any of the Target Pension Schemes in respect of any Employee or former employee of any Target Company which has not been finally settled or terminated.
No Target Company has been a party to, a sponsoring employer of, or otherwise is under any liability or obligation with respect to any defined benefit pension scheme, final salary scheme or any death, disability or retirement benefit calculated by reference to age, salary or length of service or any of them. No Target Company has:. Each Target Company has in place adequate policies, systems, controls and procedures designed to prevent it and its Associated Persons from violating any Anti-Bribery Law.
None of the Target Companies is or has been the subject of any investigation, inquiry or litigation, administrative or enforcement proceedings by any Governmental Entity or any customer regarding any offence or alleged offence under Anti-Bribery Law, and no such investigation, inquiry or proceedings have been threatened or are pending.
No Target Company is ineligible or treated by any Governmental Entity as ineligible to tender for any contract or business with, or be awarded any contract or business by, such Governmental Entity, or to tender for or perform any sub-contracting work under a contract with such Governmental Entity. Time Limits. The Seller shall not be liable for any of the following Claims unless the Seller receives from the Purchaser written notice of the Claim before:.
Thresholds for Claims. Maximum limit for all Claims. The aggregate amount of the Liability of the Seller for:. Claim to be withdrawn unless litigation commenced. Any Claim other than a Tax Claim shall if it has not been previously satisfied, settled or withdrawn be deemed to have been withdrawn:.
No new Claim may be made in respect of the facts, matters, events or circumstances giving rise to any such withdrawn Claim. Claims only to be brought under relevant Warranties. The Purchaser acknowledges and agrees that the only Warranties given in relation to:. Taxation are the Boxed Tax Warranties and no other warranty is given in relation to Tax ; and.
Matters fairly disclosed. The Seller shall not be liable for any Warranty Claim if and to the extent that the fact, matter, event or circumstance giving rise to such Warranty Claim is fairly disclosed by this Agreement, any other Transaction Document or the Disclosure Letter. Matters Disclosed in the Data Room. The Seller shall not be liable for any Warranty Claim other than a Warranty Claim in respect of the Fundamental Warranties to the extent that the fact, matter, event or circumstance giving rise to such Warranty Claim is Disclosed in the Data Room.
Matters provided for or taken into account in the Locked Box Accounts. The Seller shall not be liable for any Non-Tax Warranty Claim if and to the extent that the fact, matter, event or circumstance giving rise to the Non-Tax Warranty Claim is specifically provided or reserved for in the Locked Box Accounts.
Contingent Liabilities. No liability for Claims arising from acts or omissions of Purchaser : The Seller shall not be liable for any Non-Tax Warranty Claim to the extent that it would not have arisen but for, or has been increased or not reduced as a result of, any voluntary act, omission or transaction carried out after Closing by the Purchaser or any member of the Purchaser Group or their respective directors, employees or agents or successors in title which:. The Purchaser shall procure that reasonable steps are taken to mitigate any Loss which it may suffer in consequence of any breach by the Seller of any Warranty other than a Fundamental Warranty.
Insured Claims. If, in respect of any matter which would give rise to a Non-Tax Warranty Claim, the Purchaser is entitled to make a claim under any policy of insurance maintained in effect by the Purchaser or a Target Company at the applicable time such policy a Maintained Insurance Policy or would have been so entitled to make a claim if the policies of insurance effected by or for the benefit of the Target Companies had been maintained after Closing on no less favourable terms than those existing at the date of this Agreement such policies Equivalent Insurance Policies , then the amount of the Warranty Claim shall be reduced by any amount recovered by the Purchaser under a Maintained Insurance Policy in respect of that matter or any amount which would have been recoverable by the Purchaser if it had maintained Equivalent Insurance Policies , less all Costs incurred by the Purchaser in recovering that sum from the relevant insurers.
The Purchaser shall, or shall procure that the relevant Target Company shall, make a claim under any Maintained Insurance Policy in respect of any matter which would give rise to a Warranty Claim. Recovery from third party after payment from Seller. Where the Seller has made a payment to the Purchaser in settlement of any Non-Tax Warranty Claim a Seller Payment , and the Purchaser or any member of the Purchaser Group is entitled to recover whether by insurance, payment, discount, credit, relief or otherwise from a third party a sum which indemnifies or compensates the Purchaser or any member of the Purchaser Group in whole or in part in respect of the Losses which are the subject of that Warranty Claim a Third Party Payment , the Purchaser shall:.
No liability for legislation. The Seller shall not be liable for any Non-Tax Warranty Claim if and to the extent it is attributable to, or the amount of such Claim is increased as a result of, any:. No double recovery.
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Ali Khamenei. Net group says Wikipedia disrupted in Iran amid coronavirus - Associated Press. I was getting letters from Aktiv Kapital for months and just totally ignored them. No idea how they got that. So can anyone give me any advice on what to do next? Because they are calling my brother now i guess i'd better do something about it. By the way, the debt is in my old name and i've been married 6 years in July so thats how i know it is a OLD debt.
Thanks to anyone in advance if they can offer advice :T. You don't need to worry if the debt is over 6years old and you havn't acknowledged it in writing or made any payments for the past 6 years. This debt is statuate barred! The DCA is allowed to pursue you for it if they want to but they cannot legally "force" you to give them the money.
Not matter what they say it is all a pack of lies! They can't take your home they can't touch your wages etc etc. Search for the "Statuate Barred" letter on Google and sent it to them. This should make them cease all contact with you If you can't be bothered to do this you can just ignore them and watch the letters pile up.
These mugs have been known to copy signatures on to documnets. Hope this helps Reya Forumite posts. I was cut out to be rich, but got sewn up wrong. Thanks for the advice everyone. Should i send the letter now or wait a couple of months? If the 6 years in not up till next month though i honestly i think it is already up would my letter have any effect to the 6 year thingy? Ohh, and i forgot to ask.
Should i contact them asking who the bill is for and when it is off? Because that way i could find out it is defiantly 6 years isn't it? Thanks in advance!