Contracts and trading Sample Clauses
Contracts and trading. 9.1 The Disclosure Letter contains full particulars of all subsisting contracts, agreements, arrangements, understandings or commitments to which the Company is a party.
9.2 The Company is not a party to any contract, agreement, arrangement, understanding or commitment which is of an unusual or exceptional nature, outside the ordinary course of the Business, or not on arm’s-length terms.
9.3 No party is in default of any agreement to which the Company is a party, no such default has been threatened, and there are no facts or circumstances likely to give rise to any such default. No notice of termination of any such agreement has been received or served by the Company, and there are no grounds for the termination, rescission, repudiation or a material change in the terms of any such agreement.
9.4 There is no outstanding indebtedness or other liability (actual or contingent) and no outstanding contract, commitment or arrangement between the Company and either Seller.
9.5 The Warrantor is not aware of any Clients who are unlikely to renew at the next policy anniversary or on the conclusion of any existing long term agreement.
9.6 There have been no claims or complaints made in relation to any of the Contracts by Clients to the Company or the Sellers or the FCA or any other regulatory body or otherwise during the 5-year period leading up to the Completion Date nor are there any circumstances known to the Sellers likely to lead to any claim or complaint being made.
9.7 All administration (including without affecting the general wording renewal invitations where appropriate) required to be undertaken by the Company in respect of all policies (in respect of the Clients) is up to date and complete in all material respects.
9.8 The Company has at all times provided proper and impartial advice to Clients in accordance with the terms of all acts, order or regulations applicable to the Business at any time and the Company has not mis-sold (on the basis that it is or will become incorrect, unsuitable, faulty or defective) any policy or pension or other financial services product which could give rise to any claim for pensions or financial services mis-selling nor result in the breach of any act, order regulation or the like giving rise to any fine penalty default proceedings or other liability.
9.9 There is no dispute with or investigations by or other issues with the FCA or any other official department within the United Kingdom or elsewhere in relation to the Compan...
Contracts and trading. 6.1 None of Buchans nor any Buchans Subsidiary is a party to, or affected by, any contract or arrangement otherwise than by way of a bargain at arm's length.
6.2 To the best of Buchans’ knowledge, there are no grounds for rescission, avoidance or repudiation of any agreement or other transaction to which Buchans or any Buchans Subsidiary is a party and which is material to the business of such company, and to the best of Buchans’ knowledge none of such agreements or other transactions are invalid and neither Buchans nor any Buchans Subsidiary has received notice of any intention to terminate any such agreement or repudiate or disclaim any such transaction.
6.3 No event has occurred or is subsisting or, to the best of Buchans’ knowledge, is about to occur which constitutes or would, with the giving of notice and/or lapse of time, constitute a default, or result in the acceleration by reason of default, of any obligation, under any agreement, undertaking, instrument or arrangement to which Buchans or any Buchans Subsidiary is a party or by which it or any of them or any of their respective properties, revenues or assets are bound and which is material to the business of Buchans or any Buchans Subsidiary.
6.4 There are no agreements or arrangements in force imposing any material restrictions on Buchans or any Buchans Subsidiary or to the best of Buchans’ knowledge, any of its directors, officers or employees which would materially or adversely affect the ability of Buchans or any Buchans Subsidiary to conduct its business in the places and in the manner currently undertaken.
6.5 Buchans and the Buchans Subsidiaries carry such insurance against risks which a company carrying on the same type of business as Buchans and the Buchans Subsidiaries or having similar assets would usually be expected to insure against and all premiums have been paid up to date.
6.6 Buchans and the Buchans Subsidiaries have all necessary licences (including all relevant statutory licences) and consents for the proper carrying on of the business currently carried on by them as at the date hereof and Buchans does not know of any factors that might in any way prejudice the continuance or renewal of those licences and consents.
Contracts and trading. 8.1 The Sellers have Disclosed full particulars of all subsisting contracts, agreements, arrangements, understandings or commitments to which the Company is a party.
8.2 The Company is not a party to any contract, agreement, arrangement, understanding or commitment which is of an unusual or exceptional nature, outside the ordinary course of the Business, or not on arm’s-length terms.
8.3 No party is in default of any agreement to which the Company is a party, no such default has been threatened, and there are no facts or circumstances likely to give rise to any such default. No notice of termination of any such agreement has been received or served by the Company, and there are no grounds for the termination, rescission, repudiation or a material change in the terms of any such agreement.
8.4 There is no outstanding indebtedness or other liability (actual or contingent) and no outstanding contract, commitment or arrangement between the Company and each Seller or their directors or employees.
Contracts and trading. 11.1 The Company:
(a) has full and valid title to the Royalty Agreement:
(b) has not granted any option in respect of, charged or granted any interest or encumbrance of any nature to any third party over or in respect of the Royalty Agreement and there is no encumbrance, lien, interest or claim of any nature of a third party outstanding in respect of the Royalty Agreement arising by operation of law or otherwise;
(c) is not in breach of or has failed to comply with any term or condition of the Royalty Agreement and there are no circumstances that might give rise to such a breach or failure to comply by the Company, or to the best of its knowledge by any third party;
(d) there is no litigation current or pending in relation to the Royalty Agreement, and to the best of the Company’s knowledge there is no threat of litigation in relation to the Royalty Agreement and to the best of the knowledge of the Company there are no circumstances which might give rise to such a threat.
(e) to the extent required by the law of the United Kingdom, the Company has recorded or registered title to the Royalty Agreement in a public register.
11.2 The Company is not a party to, or affected by, any contract or arrangement otherwise than by way of a bargain at arm's length.
11.3 There are no grounds for rescission, avoidance or repudiation of the Royalty Agreement, or to the best of the Company’s knowledge any other agreement or other transaction to which the Company is a party and which is material to the business of the Company, and neither the Royalty Agreement nor, to the best of the Company’s knowledge any such other agreements or other transactions are invalid and the Company has not received notice of any intention to terminate the Royalty Agreement or any such other agreements or repudiate or disclaim any such transaction.
11.4 No event has occurred or is subsisting or, to the best of the Company’s knowledge is about to occur which constitutes or would, with the giving of notice and/or lapse of time, constitute a default, or result in the acceleration by reason of default, of any obligation, under any agreement (including the Royalty Agreement), undertaking, instrument or arrangement to which the Company is a party or by which it or any of its properties, revenues or assets are bound and which is material to the business of the Company.
11.5 There are no agreements or arrangements in force imposing any material restrictions on the Company or to the best of the Company’s ...
Contracts and trading. 10.1 No member of the Purchaser’s Group is a party to any material contract which:
(a) is of an unusual or exceptional nature or is not in the ordinary course of business or not entered into on arm’s length terms;
(b) can be terminated upon a change in the direct or indirect ownership or control of that member of the Purchaser’s Group or whose terms, in the event of such a change of ownership or control, are substantially different from those which apply prior to such event;
(c) is an agreement with a director of a member of the Purchaser’s Group;
(d) requires the relevant member of the Purchaser’s Group to give more than six (6) months’ written notice to effect its termination;
(e) requires the relevant member of the Purchaser’s Group to pay any commission, finder’s fee or royalty;
(f) in the opinion of the Purchaser, cannot readily be performed by it on time except with undue effort or unusual expenditure; or
(g) is an agency, distribution or franchise agreement.
10.2 Each of the material contracts to which a member of the Purchaser’s Group is a party is in full force and effect. So far as the Purchaser is aware, no allegation of any breach or invalidity has been received in writing by any member of the Purchaser’s Group in the twelve (12) months immediately preceding the Put Option Date.
Contracts and trading. 5.1 Save as Disclosed, no Group Company is a party to any Material Contract. For these purposes, a “Material Contract” is a contract to which a Group Company is a party which:
(a) is of an unusual or exceptional nature or is not in the ordinary course of business or not entered into on arm’s length terms;
(b) so far as the Seller is aware, materially restricts or affects a Group Company’s freedom of action in relation to its normal business activities, including its freedom to purchase and supply goods and services from and to any person and to carry on its business in any part of the world;
(c) upon completion by a Group Company of its work or the performance of its other obligations under it, is likely to result in a loss for any Group Company that is not fully provided for in the Accounts;
(d) is an agreement with a director of a Group Company or any Related Person;
(e) requires or involves or is likely to require or involve expenditure by any Group Company of in excess of US$10,000,000;
(f) requires the Group Company to pay any commission, finder’s fee or royalty;
(g) is one under which any Group Company has sold or otherwise disposed of any asset for a consideration of more than US$7,500,000 in the last six (6) years;
(h) in the opinion of the Seller, cannot readily be performed by it on time except with undue effort or unusual expenditure; or
(i) is one under which any Group Company has sold or otherwise disposed of any asset of any nature in circumstances that it remains subject to any liability (whether contingent or otherwise) that is not fully provided for or Disclosed in the Accounts and is in excess of US$7,500,000.
5.2 Complete and accurate copies of all Material Contracts have been Disclosed. Each of the Material Contracts is in full force and effect.
5.3 With respect to each Material Contract:
(a) so far as the Seller is aware, the relevant Group Company has duly performed and complied in all material respects with each of its obligations under the Material Contract; and
(b) so far as the Seller is aware, no allegation of any breach or invalidity has been received in writing by any Group Company in the twelve (12) months immediately preceding the date of this Agreement and nor are there any circumstances likely to give rise to an allegation of any breach or invalidity; and
(c) so far as the Seller is aware, no counterparty to a Material Contract is in default.
5.4 No substantial customer, distributor or supplier of any Group Company (being o...
Contracts and trading. 5.1 The Seller is not a party to any contract, agreement, arrangement, understanding or commitment which is of an unusual or exceptional nature, outside the ordinary course of Business, or not on arm’s-length terms.
5.2 No party is in default of any agreement to which the Seller is a party, no such default has been threatened, and there are not facts or circumstances likely to give rise to any such default. No notice of termination of any such agreement has been received or served by the Seller, and there are no grounds for the termination, rescission, repudiation or a material changes in the terms of any such agreement.
5.3 There is no outstanding indebtedness or other liability (actual or contingent) and no outstanding contract, commitment or arrangement in relation with the Seller and the Buyers.
Contracts and trading. 7.1 The Disclosure Schedule contains full particulars of all subsisting contracts, agreements, arrangements, understandings or commitments to which Transgenomic Limited is a party and which are material to Transgenomic Limited in the context of the Business as whole (“Material Agreements”).
7.2 Except for any Material Agreement that is not being transferred pursuant to the Agreement, Transgenomic Limited is not a party to any Material Agreement which is of an unusual or exceptional nature in the context of the ordinary course of the Business, or not on arm's-length terms.
7.3 No party is in default of any Material Agreements, so far as Transgenomic Limited is aware, no such default has been threatened, and there are no facts or circumstances likely to give rise to any such default. No notice of termination of any such agreement has been received or served by Transgenomic Limited, and, so far as Transgenomic Limited is aware, there are no grounds for the termination, rescission, repudiation or a material change in the terms of any such Material Agreement.
7.4 There is no outstanding indebtedness or other liability (actual or contingent) and no outstanding contract, commitment or arrangement between Transgenomic Limited and either the Seller (or any other member of the Seller's Affiliates) or a director of Seller's Affiliates (or any person connected with any such director (within the meaning of section 1122 of the CTA 2010)).
Contracts and trading. 8.1 The DFS electronic data room includes (at item nos.1.2.3.19, 1.2.4.1, 1.2.4.3-9, 1.2.5.4, 7.15.1-2, 7.15.4-5 and 7.15.6-13) copies of all material subsisting contracts, agreements, arrangements, understandings or commitments to which the Company is a party (for which purpose a contract shall not be deemed to be material unless the value of that contract exceeds one million United States Dollars (USD1,000,000) per annum) (these being referred to collectively as the “Material Contracts” and each as a “Material Contract” and including for the avoidance of doubt each Drilling Contract).
8.2 The Company is not at Closing a party to any contract, agreement, arrangement, understanding or commitment which is of an unusual or exceptional nature, outside the ordinary course of the Business, or not on arm's-length terms or which provides for the payment of any commission or similar compensation to any person on the entry into or termination of any contract for drilling services in connection with the operation of any of the Drilling Units or includes any grant of exclusivity by the Company. ` Page | 49 of SECTIONPAGES \* MERGEFORMAT 67
8.3 No party is in default of any Material Contract to which the Company is a party, no such default has been threatened so far as the Seller is aware, and there are no facts or circumstances likely to give rise to any such default. No notice of termination of any such Material Contract has been received or served by the Company, and there are no grounds for the termination, rescission, repudiation or a material change in the terms of any such Material Contract.
8.4 The copies of the Material Contracts provided by the Seller to the Buyer in the electronic data room (i) are true and complete copies thereof; (ii) have not been modified or amended; and (iii) (to the Company's knowledge) represent the entire agreement between the Company and the counterparty to such Material Contract in relation to the subject matter of such Material Contract.
8.5 The amount retained by each Drilling Customer under each Drilling Contract is three percent (3%) of all hire paid thereunder (excluding reimbursable costs but including the mobilisation fee).
8.6 The Disclosure Schedule specifies those persons who have authority to bind the Company in the ordinary course of business and save as Disclosed in the Disclosure Schedule (i) there are no powers of attorney granted by the Company which are currently in force and (ii) no person is entitled or authoris...
Contracts and trading. 7.1 The Company and the Subsidiary are dormant companies and have never traded or incurred any liabilities, actual or contingent, or have any outstanding capital commitments.
7.2 Neither the Company nor the Subsidiary is a party to any contract, agreement, arrangement, understanding or commitment whether with the Seller or any other member of the Seller’s Group or any person Connected with the Seller or otherwise and there is no outstanding indebtedness or other liability owed to the Seller or any person connected with the Seller.
7.3 No Group Company has or has ever had any employees or has appointed any consultants.