Common use of Competition Matters Clause in Contracts

Competition Matters. (a) To the knowledge of the Savient Companies, no Rosemont Company has been party to or concerned in any agreement, arrangement, understanding or concerted practice, or any other conduct or practice (unilateral or otherwise) which: (i) contravenes the Competition Xxx 0000 or the Enterprise Xxx 0000; (ii) infringes Articles 81 or 82 of the Treaty establishing the European Community or any similar provisions of the European Coal and Steel Community Treaty, European Atomic Energy Community Treaty or Treaties of the European Economic Area, or any other competition provision of those treaties or enacted under them including any rule relating to state aid, public procurement or anti-dumping; (iii) was required to be furnished to the Director General of Fair Trading under the Restrictive Trade Practices Xxx 0000; (iv) constitutes a breach of any relevant undertaking, order, assurance or other measure taken under the Fair Trading Xxx 0000, the Restrictive Trade Practices Xxx 0000, the Resale Prices Xxx 0000 or the Competition Xxx 0000; or (v) infringes any competition, anti-trust or equivalent legislation of any other jurisdiction in which it conducts business or has assets or customers. (b) To the knowledge of the Savient Companies, no Rosemont Company is currently subject to any prohibition, order, condition, undertaking, assurance or similar measure or obligation imposed by or under any of the laws listed in Section 2.28(a). (c) To the knowledge of the Savient Companies, no Rosemont Company is currently subject to any inquiry, investigation, request for information (whether formal or informal, and whether or not in writing) by any relevant authority under any of the laws listed in Section 2.28(a). (d) To the knowledge of the Savient Companies, particulars of any agreements, practices and arrangement to which any Rosemont Company is a party which are registrable with the Office of Fair Trading or the Competition Commission in the U.K. or with the Directorate General for Competition at the Commission of the European Communities (as the case may be) have been correctly registered.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Savient Pharmaceuticals Inc)

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Competition Matters. (a) To 16.1 The Vendor is not in relation to the knowledge of the Savient CompaniesBusiness, no Rosemont Company and has not been party to in relation to the Business, or concerned in any agreement, arrangement, understanding or concerted practice, or any other conduct or practice (unilateral or otherwise) which: (ia) contravenes the Competition Xxx 0000 has been or the Enterprise Xxx 0000; (ii) infringes Articles 81 or 82 of the Treaty establishing the European Community or any similar provisions of the European Coal and Steel Community Treaty, European Atomic Energy Community Treaty or Treaties of the European Economic Area, or any other competition provision of those treaties or enacted under them including any rule relating to state aid, public procurement or anti-dumping; (iii) was is required to be furnished to the Director General of Fair Trading under pursuant to the Restrictive Trade Practices Xxx 0000 ("xxx XXXX 0000;") or (ivb) contravenes the Resale Prices Xxx 0000; or (c) constitutes a breach of any relevant undertaking, order, assurance or other measure taken under the Fair Trading Xxx 0000, the Restrictive Trade Practices Xxx 0000RTPA 1976, the Resale Prices Xxx 0000 or the Competition Xxx 0000; or (vd) infringes Article 81 or 82 of the EC Treaty or any similar provisions of the ECSC, Euratom, or EEA Treaties, or any other competition rule of the European Community including, without prejudice to the generality of the foregoing, any rule relating to state aid, public procurement, or anti-dumping; or (e) infringes any competition, anti-trust or equivalent legislation of any other jurisdiction in which it conducts business or has assets or customersjurisdiction. (b) To 16.2 The Vendor is not in relation to the knowledge of the Savient Companies, no Rosemont Company is currently Business subject to any prohibitionpublication, order, condition, undertaking, assurance or similar measure or obligation imposed by or under any of the laws listed referred to in Section 2.28(a)paragraph 16.1. (c) To the knowledge of the Savient Companies16.3 The Vendor is not, no Rosemont Company is currently and has not been subject to any inquiry, investigation, request for information information, notice or other communication (whether formal or informal, and whether or not in writing) in relation to the Business by any relevant court, governmental or regulatory authority under pursuant to any of the laws listed referred to in Section 2.28(a)paragraph 16.1; 16.4 The Vendor has no reason to believe that any such action as is mentioned in paragraph 16.3 will be taken in relation to the Business; 16.5 None of the Sale Assets has been acquired by the Vendor other than by way of an arm's length transaction. (d) To 16.6 The Vendor has not given in r elation to the knowledge Business any guarantee, indemnity, warranty or bond or incurred any other similar obligation or created any security for or in respect of liabilities, actual or contingent, of any other person otherwise than in the ordinary course of trading. 16.7 Neither the Vendor nor any other members of the Savient Companies, particulars Vendor's Group has agreed any unusual terms of credit with any agreements, practices and arrangement to which any Rosemont Company is a party which are registrable with the Office of Fair Trading customers or the Competition Commission in the U.K. or with the Directorate General for Competition at the Commission suppliers of the European Communities (Business. 16.8 The Vendor will deliver an aged debtors listing of the Customers as the case may be) have been correctly registeredat Completion, within seven days of Completion.

Appears in 1 contract

Samples: Agreement for the Sale and Purchase of Businesses and Assets (Elcom International Inc)

Competition Matters. (a) To the knowledge of the Savient Companies, no Rosemont 25.1 No Group Company is nor has it ever been party to or concerned in any agreement, arrangement, understanding or concerted practice, or any other conduct or practice (unilateral or otherwise) which: (ia) contravenes the Competition Xxx 0000 or the Enterprise Xxx 0000; (iib) infringes Articles 81 or 82 101 and 102 of the Treaty establishing on the Functioning of the European Community Union or any provision of those treaties or enacted under them, including any rule similar provisions of the European Coal and Steel Community TreatyECSC, European Atomic Energy Community Treaty Euratom or Treaties of the European Economic AreaEEA Treaties, or any other competition provision of those treaties or enacted under them them, including any rule relating to state aid, public procurement or anti-dumping; (iiic) was required to be furnished to the Director General of Fair Trading under the Restrictive Trade Practices Xxx 0000; (ivd) constitutes a breach of any relevant undertaking, order, assurance or other measure taken under the Fair Trading Xxx 0000, the Restrictive Trade Practices Xxx 0000, the Resale Prices Xxx 0000 or the Competition Xxx 0000; or (ve) infringes any competition, anti-trust or equivalent legislation of any other jurisdiction in which it conducts relevant to the business or has assets or customersof any Group Company. (b) To the knowledge of the Savient Companies, no Rosemont 25.2 No Group Company is currently subject to any prohibition, order, condition, undertaking, assurance or similar measure or obligation imposed by or under any of the laws listed referred to in Section 2.28(a)paragraph 25.1. (c) To the knowledge of the Savient Companies25.3 No Group Company is, no Rosemont Company is currently or has ever been, subject to any inquiryenquiry, investigation, request for information information, notice or other communication (whether formal or informal, and whether or not in writing) by any relevant authority Relevant Authority under any of the laws listed referred to in Section 2.28(a)paragraph 25.1. (d) To the knowledge 25.4 The Warrantors have no reason to believe that any such action as is mentioned in paragraphs 25.2 or 25.3 will be taken against any Group Company in relation to any of the Savient Companies, particulars its current activities. 25.5 Particulars of any agreements, practices and arrangement arrangements to which any Rosemont Group Company is a party which are registrable with the Office of Fair Trading or the Competition Commission in the U.K. United Kingdom or with any equivalent competition authority in India, or with the Directorate General for Competition at the Commission of the European Communities (as the case may be) have been correctly registered.

Appears in 1 contract

Samples: Share Purchase Agreement (Cambrex Corp)

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Competition Matters. (a) To the knowledge of the Savient Companies, no Rosemont Company 17.1 The Seller is not nor has it ever been party to or concerned in any agreement, arrangement, understanding or concerted practice, or any other conduct or practice in relation to the Products or Services (unilateral or otherwise) which: (ia) contravenes the Competition Xxx 0000 or the Enterprise Xxx 0000; (iib) infringes Articles 81 or 82 of the EC Treaty establishing the European Community or any similar provisions of the European Coal and Steel Community TreatyECSC, European Atomic Energy Community Treaty Euratom or Treaties of the European Economic AreaEEA Treaties, or any other competition provision of those treaties or enacted under them (including any rule relating to state aid, public procurement or anti-dumping); (iiic) was required to be furnished to the Director General of Fair Trading under the Restrictive Trade Practices Xxx 0000; (ivd) constitutes a breach of any relevant undertaking, order, assurance or other measure taken under the Fair Trading Xxx 0000, the Restrictive Trade Practices Xxx 0000, the Resale Prices Xxx 0000 or the Competition Xxx 0000; or (ve) infringes any competition, anti-trust or equivalent legislation of any other jurisdiction in which it conducts business or has assets or customersjurisdiction. (b) To 17.2 The Seller is not subject, in relation to the knowledge of the Savient CompaniesProducts or Services, no Rosemont Company is currently subject to any prohibition, order, condition, undertaking, assurance or similar measure or obligation imposed by or under any of the laws listed referred to in Section 2.28(a)paragraph 17.1. (c) To 17.3 The Seller is not in relation to the knowledge of the Savient CompaniesProducts or Services, no Rosemont Company is currently nor has ever been, subject to any inquiryenquiry, investigation, request for information information, notice or other communication (whether formal or informal, and whether or not in writing) by any relevant authority Relevant Authority under any of the laws listed referred to in Section 2.28(a)paragraph 17.1. (d) To 17.4 The Seller does not have any reason to believe that any such action as is mentioned in paragraphs 17.2 or 17.3 will be taken against the knowledge of Seller in relation to the Savient Companies, particulars Products or Services. 17.5 Particulars of any agreements, practices and arrangement arrangements to which any Rosemont Company the Seller is a party in relation to the sale of the Products or the supply of the Services which are registrable with the Office of Fair Trading or the Competition Commission in the U.K. United Kingdom or with the Directorate Directorate-General for Competition at the Commission of the European Communities (as the case may be) have been correctly registered.

Appears in 1 contract

Samples: Asset Sale Agreement (Integral Systems Inc /Md/)

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