Common use of Competition Law Clause in Contracts

Competition Law. (a) The Company is not nor has been a party to or concerned in any agreement or arrangement, or conducted itself (whether by omission or otherwise) in a manner, which:- (i) could give rise to an investigation by the Office of Fair Trading or the Monopolies and Mergers Commission under the Fair Trading ▇▇▇ ▇▇▇▇; (ii) has been or is required to be furnished to the Director General of Fair Trading pursuant to the Restrictive Trade Practices Acts 1976 and 1977; (iii) contravenes the provisions of the Resale Prices ▇▇▇ ▇▇▇▇; (iv) contravenes the provisions of the Trade Descriptions Acts 1968 and 1972; (v) constitutes an anti-competitive practice within the meaning of the Competition ▇▇▇ ▇▇▇▇; (vi) constitutes a breach of any relevant undertaking, order, assurance or other measure made under the Fair Trading ▇▇▇ ▇▇▇▇, the Restrictive Trade Practices Acts 1976 and 1977, the Resale Prices ▇▇▇ ▇▇▇▇, the Trade Descriptions Acts 1968 and 1972, or the Competition ▇▇▇ ▇▇▇▇; (vii) infringes Articles 85 and/or 86 of the Treaty of Rome or their equivalent provisions under the European Economic Area Agreement or any other anti-trust or similar legislation in any jurisdiction; or (viii) is registrable, unenforceable or void (whether in whole or in part) or renders it liable to civil, criminal or administrative proceedings by virtue of any anti-trust, anti-monopoly, anti-cartel, consumer law or any other similar legislation in any jurisdiction. (b) The Company has not given an undertaking or written assurance (whether legally binding or not) to any court or governmental authority (including any national competition authority and the Commission of the European Communities and the EFTA Surveillance Authority) under any anti-trust or similar legislation in any jurisdiction. (c) The Company is not subject to an order, regulation or decision made by any court or governmental authority (including any national competition authority and the Commission of the European Communities and the EFTA Surveillance Authority) under any anti-trust or similar legislation in any jurisdiction. (d) The Company is not and has not been a party to or concerned in any agreement, arrangement or concerted practice in respect of which an application for negative clearance and/or an exemption has been made to the Commission of the European Communities or the EFTA Surveillance Authority.

Competition Law. (a) The Company is not nor has been a party to or concerned in any agreement or arrangement, or conducted itself (whether by omission or otherwise) in a manner, which:-which: (i) could give rise to an investigation by the Office of Fair Trading or the Monopolies and Mergers Commission under the Fair Trading ▇▇▇ ▇▇▇▇; (ii) has been or is required to be furnished to the Director General of Fair Trading pursuant to the Restrictive Trade Practices Acts 1976 and 1977; (iii) contravenes the provisions of the Resale Prices ▇▇▇ ▇▇▇▇; (iv) contravenes the provisions of the Trade Descriptions Acts 1968 and 1972; (v) constitutes an anti-competitive practice within the meaning of the Competition ▇▇▇ ▇▇▇▇; (vi) constitutes a breach of any relevant undertaking, order, assurance or other measure made under the Fair Trading ▇▇▇ ▇▇▇▇, the Restrictive Trade Practices Acts 1976 and 1977, the Resale Prices ▇▇▇ ▇▇▇▇, the Trade Descriptions Acts 1968 and 1972, the Competition ▇▇▇ ▇▇▇▇ or the Competition ▇▇▇ ▇▇▇▇; (viiii) so far as the Warrantor is aware, infringes the Chapter I prohibition and/or the Chapter II prohibition of the Competition ▇▇▇ ▇▇▇▇ or Articles 85 81 and/or 86 82 of the Treaty of Rome or their equivalent provisions under the European Economic Area Agreement or any other anti-trust or similar legislation in any jurisdiction; or (viiiiii) so far as the Warrantor is aware, is registrable, unenforceable or void (whether in whole or in part) or renders it liable to civil, criminal or administrative proceedings by virtue of any anti-trust, anti-monopoly, anti-cartel, consumer law or any other similar legislation in any jurisdictionjurisdiction including (in relation to the UK) any legislation now repealed by the Competition ▇▇▇ ▇▇▇▇. (b) The Company is aware of the provisions of, and is taking all reasonably necessary steps to comply with, the Competition ▇▇▇ ▇▇▇▇. (c) The Company has not given an undertaking or written assurance (whether legally binding or not) to any court or governmental authority (including any national competition authority (including the UK Office of Fair Trading) and the European Commission of the European Communities and the EFTA Surveillance Authority) under any anti-trust or similar legislation in any jurisdiction. (c) The Company is not subject to an order, regulation or decision made by any court or governmental authority (including any national competition authority and the Commission of the European Communities and the EFTA Surveillance Authority) under any anti-trust or similar legislation in any jurisdiction. (d) The Company is not subject to any order, regulation or decision made by any court or governmental authority (including any national competition authority (including the UK Office of Fair Trading) and the European Commission and the EFTA Surveillance Authority) under any anti-trust or similar legislation in any jurisdiction. (e) The Company is not and has not been a party to or concerned in any agreement, arrangement or concerted practice in respect of which an application for negative clearance and/or an exemption has been made to the Commission UK Office of Fair Trading, the European Communities Commission or the EFTA Surveillance Authority. (f) The Company has not received a written communication or request for information in relation to any aspect of its business from or by the Director General of Fair Trading (or any officer of the Office of Fair Trading), the Competition Commission (or, formerly, the Monopolies and Mergers Commission), the Secretary of State for Trade and Industry, the European Commission or the EFTA Surveillance Authority or from any other authority under any anti-trust or similar legislation in any other jurisdiction and no such communication or request is currently expected. (g) The Company is not in a dominant position in a market in the UK (or any part of it), in the European Community or the European Economic Area, or a substantial part of a market in the European Community or European Economic Area, for the purposes of Chapter II of the Competition ▇▇▇ ▇▇▇▇, Article 82 of the Treaty of Rome and Article 54 of the European Economic Area Agreement. (h) The Company has never received, nor is expecting to receive any aid (in whatever form) from a Member State of the European Community or from State resources such as could be regarded as State aid for the purposes of Articles 87 to 89 of the Treaty of Rome.

Competition Law. (a) The So far as ▇▇▇▇▇▇ is aware, no Group Company is not nor has it been a party to or concerned in any agreement or arrangement, or conducted itself (whether by omission or otherwise) in a manner, which:- (i) could reasonably be expected to give rise to an investigation by the Office of Fair Trading or the Monopolies and Mergers Competition Commission under the Fair Trading ▇▇▇ ▇▇▇▇; (ii) has been or should reasonably have been required to be or is required to be furnished to the Director General of Fair Trading pursuant to the Restrictive Trade Practices Acts 1976 and 1977; (iii) contravenes the provisions of the Resale Prices ▇▇▇ ▇▇▇▇; (iv) contravenes the provisions of the Trade Descriptions Acts 1968 and 1972; (v) constitutes an anti-competitive practice within the meaning of the Competition ▇▇▇ ▇▇▇▇; (vi) constitutes a breach of any relevant undertaking, order, assurance or other measure made under the Fair Trading ▇▇▇ ▇▇▇▇, the Restrictive Trade Practices Acts 1976 and 1977, the Resale Prices ▇▇▇ ▇▇▇▇, the Trade Descriptions Acts 1968 and 1972, 1972 or the Competition ▇▇▇ ▇▇▇▇; (vii) infringes Articles 85 81 and/or 86 82 of the Treaty of Rome or their equivalent provisions under the European Economic Area Agreement or any other anti-trust or similar legislation in any jurisdictionjurisdiction in which the Company operates; or (viii) is registrable, unenforceable or void (whether in whole or in part) or renders it liable to civil, criminal or administrative proceedings by virtue of any anti-trust, anti-monopoly, anti-anti- cartel, consumer law or any other similar legislation in any jurisdiction. (b) The ▇▇▇▇▇▇ is taking all appropriate steps in accordance with good business practice to ensure that it will comply with the Competition ▇▇▇ ▇▇▇▇. (c) No Group Company has not given an undertaking or written assurance (whether legally binding or not) to any court or governmental authority (including any national competition authority and the Commission of the European Communities and the EFTA Surveillance Authority) under any anti-trust or similar legislation in any jurisdictionjurisdiction in which that company operates. (cd) The No Group Company is not subject to an order, regulation or decision made by any court or governmental authority (including any national competition authority and the Commission of the European Communities and the EFTA Surveillance Authority) under any anti-trust or similar legislation in any jurisdictionjurisdiction in which that company operates. (de) The So far as ▇▇▇▇▇▇ is aware, no Group Company is not and has not been a party to or concerned in any agreement, arrangement or concerted practice in respect of which an application for negative clearance and/or an exemption has been made to the Commission of the European Communities or the EFTA Surveillance Authority.

Competition Law. (a) The So far as the Vendors are aware the Company is not nor has been a party to or concerned in any agreement or arrangement, or conducted itself (whether by omission or otherwise) in a manner, which:- (i) could give rise to an investigation by the Office of Fair Trading or the Monopolies and Mergers Commission under the Fair Trading ▇▇▇ ▇▇▇▇; (ii) has been or is required to be furnished to the Director General of Fair Trading pursuant to the Restrictive Trade Practices Acts 1976 and 1977; (iii) contravenes the provisions of the Resale Prices ▇▇▇ ▇▇▇▇; (iv) contravenes the provisions of the Trade Descriptions Acts 1968 and 1972; (v) constitutes an anti-competitive practice within the meaning of the Competition ▇▇▇ ▇▇▇▇; (vi) constitutes a breach of any relevant undertaking, order, assurance or other measure made under the Fair Trading ▇▇▇ ▇▇▇▇, the Restrictive Trade Practices Acts 1976 and 1977, the Resale Prices ▇▇▇ ▇▇▇▇, the Trade Descriptions Acts 1968 and 1972, or the Competition ▇▇▇ ▇▇▇▇; (vii) infringes Articles 85 and/or 86 of the Treaty of Rome or their equivalent provisions under the European Economic Area Agreement or any other anti-trust or similar legislation in any jurisdiction; or (viii) is registrable, unenforceable or void (whether in whole or in part) or renders it liable to civil, criminal or administrative proceedings by virtue of any anti-trust, anti-monopoly, anti-cartel, consumer law or any other similar legislation in any jurisdiction. (b) The Company has not given an undertaking or written assurance (whether legally binding or not) to any court or governmental authority (including any national competition authority and the Commission of the European Communities and the EFTA Surveillance Authority) under any anti-trust or similar legislation in any jurisdiction. (c) The Company is not subject to an order, regulation or decision made by any court or governmental authority (including any national competition authority and the Commission of the European Communities and the EFTA Surveillance Authority) under any anti-trust or similar legislation in any jurisdiction. (d) The Company is not and has not been a party to or concerned in any agreement, arrangement or concerted practice in respect of which an application for negative clearance and/or an exemption has been made to the Commission of the European Communities or the EFTA Surveillance Authority. (e) The Company is not in a dominant position in a market in the European Community or the European Economic Area, or a substantial part of a market in the European Community or European Economic Area, for the purposes of Article 86 of the Treaty of Rome and Article 54 of the European Economic Area Agreement. (f) The Company has never received, nor is expecting to receive any aid (in whatever form) from a Member State of the European Communities or from State resources such as could be regarded as State aid for the purposes of Articles 92 to 94 of the Treaty of Rome.

Competition Law. (a) The 36.1 No ▇▇▇▇▇ ▇▇▇▇▇▇ Group Company is not nor or has been a party to or concerned in any agreement or arrangement, or conducted itself (whether by omission or otherwise) in a manner, which:-manner which: (i) could give rise to an investigation by the Office of Fair Trading or the Monopolies and Mergers Competition Commission under the Fair Trading ▇▇▇ ▇▇▇▇; (ii) has been or is required to be furnished to the Director General of Fair Trading pursuant to the Restrictive Trade Practices Acts 1976 ▇▇▇ ▇▇▇▇ and 1977; (iii) contravenes the provisions of the Resale Prices ▇▇▇ ▇▇▇▇; (iv) contravenes the provisions of the Trade Descriptions Acts 1968 and 1972; (v) constitutes an anti-competitive practice within the meaning of the Competition ▇▇▇ ▇▇▇▇; (vi) constitutes a breach of any relevant undertaking, order, assurance or other measure made under the Fair Trading ▇▇▇ ▇▇▇▇, the Restrictive Trade Practices Acts 1976 and 1977, or the Resale Prices ▇▇▇ ▇▇▇▇, the Trade Descriptions Acts 1968 and 1972, or the Competition ▇▇▇ ▇▇▇▇; (viiv) infringes Articles 85 81 and/or 86 82 of the Treaty of Rome or their equivalent provisions under the European Economic Area Agreement or any other anti-trust or similar legislation in any jurisdiction; or; (viiivi) is registrable, unenforceable or void (whether in whole or in part) or renders it liable to civil, criminal or administrative proceedings by virtue of any anti-trust, anti-monopoly, anti-cartel, consumer law or any other similar legislation in any jurisdiction; or (vii) breaches of the Chapter I or Chapter II prohibitions contained in the Competition ▇▇▇ ▇▇▇▇. (b) 36.2 The Company has ▇▇▇▇▇ ▇▇▇▇▇▇ Group Companies have not given an undertaking or written assurance (whether legally binding or not) to any court or governmental authority (including any national competition authority and the Commission of the European Communities and the EFTA Surveillance Authority) under any anti-trust or similar legislation in any jurisdiction. (c) 36.3 The Company is ▇▇▇▇▇ ▇▇▇▇▇▇ Group Companies are not subject to an order, regulation or decision made by any court or governmental authority (including any national competition authority and the Commission of the European Communities and the EFTA Surveillance Authority) under any anti-trust or similar legislation in any jurisdiction. (d) 36.4 The Company is ▇▇▇▇▇ ▇▇▇▇▇▇ Group Companies are not and has have not been a party to or concerned in any agreement, arrangement or concerted practice in respect of which an application for negative clearance and/or an exemption has been made to the Commission of the European Communities or the EFTA Surveillance Authority. SCHEDULE 4 LIMITATIONS ON GEC'S LIABILITY 1. AGREEMENTS TO WHICH THIS SCHEDULE IS APPLICABLE The parties intend that the provisions in this Schedule apply to the Warranties and, where so stated, to the other provisions of this Agreement and the Share Purchase Documents.