Common use of FAIR TRADING Clause in Contracts

FAIR TRADING. 9.7.1 So far as the Vendors are aware, no agreement, practice or arrangement carried on by the Company or to which the Company is a party or with which the Company is concerned:- 9.7.1.1 is or requires to be registered in accordance with the provisions of the Restrictive Trade Practices Acts 1976 and 1977 or contravenes the provisions of the Resale Prices Xxx 0000 or is or has been the subject or any enquiry, investigation or proceeding in respect thereof; 9.7.1.2 is proscribed by or has been the subject of an enquiry, investigation, reference or report under the Fair Trading Act 1973 (or any previous legislation relating to monopolies or mergers) or the Competition Xxx 0000; 9.7.1.3 infringes Article 81 of the Treaty of Rome or constitutes an abuse of dominant position contrary to Article 82 of that Treaty or infringes any regulation or other enactment made under Article 83 of that Treaty or is or has been the subject of any enquiry, investigation or proceeding in respect thereof; 9.7.1.4 is, by virtue of its terms or by virtue of any practice for the time being carried on in connection with it, a "consumer trade practice" within the meaning of Section 13 Fair Trading Act 1973 and susceptible to or under reference to the Consumer Protection Advisory Committee or the subject of a report to the Secretary of State for Trade and Industry or of an Order by the Secretary of State for Trade and Industry under the provisions of Part II of that Act; or 9.7.1.5 infringes any other competition, restrictive trade practice, anti-trust or consumer protection law or legislation applicable in the United Kingdom or elsewhere and not specifically mentioned in this paragraph 9.7. 9.7.2 The Company has not given any undertaking or assurance to the Restrictive Practices Court or the Director General of Fair Trading or the Secretary of State for Trade and Industry or the Commission or Court of Justice of the European Community or to any other court, person or body and is not subject to any Act, decision, regulation, order or other instrument made by any of them relating to any matter referred to in this paragraph 9.7. 9.7.3 The Company is not in material default or in material contravention of any Article, Act, decision, regulation, order or other instrument or of any undertaking relating to any matter referred to in this paragraph 9.7.

FAIR TRADING. 9.7.1 (a) So far as the Vendors Warrantors are aware, no agreement, transaction, practice or arrangement carried on or proposed to be carried on by the Company (or by any person for whose acts or defaults the Company may be liable), whether unilaterally or with others, or to which the Company (or any such person) is or proposes to become a party or with which party, and no state of affairs applicable to the Company is concerned:-(or any such person): 9.7.1.1 is or requires to be registered in accordance with the provisions of the Restrictive Trade Practices Acts 1976 and 1977 or (i) contravenes the provisions of the Resale Prices Xxx 0000 or is or has been the subject or of any enquiry, investigation or proceeding in respect thereofunder any such legislation; 9.7.1.2 (ii) is proscribed by or has been the subject of an enquiry, investigation, reference or report under the Fair Trading Act 1973 (or any previous other legislation relating to monopolies or mergers) or the Competition Xxx 0000; 9.7.1.3 (iii) infringes or falls within the scope of Article 81 85 of the Treaty of Rome establishing the European Union, or constitutes an abuse of dominant position contrary to Article 82 86 of that Treaty the said Treaty, or infringes or falls within the scope of any regulation or other enactment made under Article 83 87 of that Treaty the said Treaty, or is or has been the subject of any enquiry, investigation or proceeding in respect of any thereof; 9.7.1.4 is, by virtue of its terms (iv) infringes or by virtue of any practice for the time being carried on in connection with it, a "consumer trade practice" falls within the meaning scope of Section 13 Fair Trading Act 1973 and susceptible to or under reference to the Consumer Protection Advisory Committee or the subject of a report to the Secretary of State for Trade and Industry or of an Order by the Secretary of State for Trade and Industry under the provisions of Part II of that Act; or 9.7.1.5 infringes any other competition, anti-restrictive trade practice, anti-trust or consumer protection law or legislation applicable in the United Kingdom or elsewhere and not specifically mentioned in this paragraph 9.7Section 2.24; or (v) contravenes the provisions of the Trade Descriptions Xxx 0000. 9.7.2 (b) The Company has not made or threatened to make any complaint against any other person to any relevant authority under any law or legislation referred to in this Section 2.24. (c) The Company has not given any assurance or undertaking or assurance to the Restrictive Practices Court or Court, the Director General of Fair Trading or Trading, the Secretary of State for Trade and Industry or Industry, the Commission or Court of First Instance or Court of Justice of the European Community Union, or to any other similar court, person or body and is not subject to any Act, decision, regulation, order or other instrument made by any of them relating to any matter referred to in this paragraph 9.7body. 9.7.3 (d) The Company is not has complied with all federal and state antitrust, unfair competition and consumer protection laws of the United States and all other countries in which it carries on business in all material default respects, and no agency charged with enforcing such laws has any open or in material contravention pending investigation of any Article, Act, decision, regulation, order or other instrument or of any undertaking relating to any matter referred to in this paragraph 9.7the Company's compliance with such laws.

FAIR TRADING. 9.7.1 6.5.1 So far as the Vendors Warrantors are aware, aware no agreement, practice or arrangement carried on by the Company or to which the Company is or since incorporation has been a party or with which the Company is concerned:-party: 9.7.1.1 (a) is or requires ought to be or ought to have been registered in accordance with the provisions of the Restrictive Trade Practices Acts 1976 and 1977 or contravenes the provisions of the Resale Prices Xxx 0000 or is or has been the subject or of any enquiry, complaint, investigation or proceeding in respect thereof;under any of those Acts; or 9.7.1.2 (b) is proscribed by or has been the subject of an enquiry, complaint, investigation, reference or report under the Fair Trading Act 1973 (or any previous legislation relating to monopolies or mergers) or the Competition Xxx 0000;0000 or constitutes an anti-competitive practice within the meaning of the 1980 Act; or 9.7.1.3 (c) infringes Article 81 of the Treaty of Rome establishing the European Economic Community or constitutes an abuse of dominant position contrary to Article 82 of that the said Treaty or infringes any regulation or other enactment made under Article 83 and/or Article 235 of that the said Treaty or is or has been the subject of any enquiry, complaint, investigation or proceeding in respect thereof;; or 9.7.1.4 is, (d) has been notified to the Directorate General of Competition of the Commission of the European Communities and/or to the EFTA Surveillance Authority; or (e) is by virtue of its terms or by virtue of any practice for the time being carried on in connection with it, therewith a "consumer trade practiceConsumer Trade Practice" within the meaning of Section section 13 Fair Trading Act 1973 and susceptible to or under reference to the Consumer Protection Advisory Committee or the subject matter of a report to the Secretary of State for Trade and Industry or the subject matter of an Order by the Secretary of State for Trade and Industry under the provisions of Part II of that Act; or 9.7.1.5 (f) infringes any other competition, restrictive trade practice, anti-trust trust, fair trading or consumer protection law or legislation applicable in any jurisdiction in which the United Kingdom Company has assets or elsewhere and not specifically mentioned in this paragraph 9.7carries on business. 9.7.2 6.5.2 The Company has not given and so far as the Warrantors are aware, there has been no default or contravention of any assurance or undertaking (written or assurance oral) to the Restrictive Practices Court or the Director General of Fair Trading or Trading, the Secretary of State for Trade and Industry Industry, the European Commission, the EFTA Surveillance Authority or the Commission or Court of Justice of the European Community Communities, or to any other court, person or body and is not subject to any Act, decision, regulation, order or other instrument made by any of them relating to any matter referred to in this paragraph 9.7. 9.7.3 The Company is not in material default or in material contravention of any Article, Act, decision, regulation, order or other instrument or of any undertaking relating to any matter referred to in this paragraph 9.76.5.

FAIR TRADING. 9.7.1 So far as the Vendors are aware, no (a) No agreement, practice or arrangement carried on by in connection with or in relation to the Company or Grafts Business to which the Company Seller, any of the Target Companies or any of the Related Companies is or has in the 5 years prior to the date of this Agreement been a party or, (i) is in breach of or with which would on the Company is concerned:- 9.7.1.1 expiry or withdrawal of any applicable transitional period provided for under Schedule 13 Competition Act 1998 be in breach of the Chapter I or the Chapter II prohibition as defined in the Competition Xxx 0000; (ii) infringes Article 81 of the Treaty establishing the European Community (as amended from time to time (the "Treaty")) constitutes an abuse of dominant position contrary to Article 82 of the Treaty or infringes any regulation or other enactment made under Article 83 and/or Article 308 of the Treaty or is or requires has bean the subject of any enquiry, complaint, investigation or proceeding in respect thereof; (iii) has been notified to be the Director General of Fair Trading (or any "regulator" as that term is defined in s.54 Competition Act 1998) pursuant to the Competition Xxx 0000 or to the Competition Directorate-General of the Commission of the European Communities (the "European Commission") and/or to the EFTA Surveillance Authority; (iv) is or has been the subject of an enquiry, complaint, investigation, proceeding, reference or report under the Fair Trading Xxx 0000, the Competition Xxx 0000 or the Competition Xxx 0000 or has constituted an anti-competitive practice within the meaning of that Act; (v) is or ought to have been registered in accordance with the provisions of the Restrictive Trade Practices Acts 1976 and 1977 or contravenes contravened the provisions of the Resale Prices Xxx 0000 or is or has been the subject or of any enquiry, complaint, investigation or proceeding in respect thereof; 9.7.1.2 under any of those Acts; (vi) is proscribed by or has been the subject of an enquiry, investigation, reference or report under the Fair Trading Act 1973 (or any previous legislation relating to monopolies or mergers) or the Competition Xxx 0000; 9.7.1.3 infringes Article 81 of the Treaty of Rome or constitutes an abuse of dominant position contrary to Article 82 of that Treaty or infringes any regulation or other enactment made under Article 83 of that Treaty or is or has been the subject of any enquiry, investigation or proceeding in respect thereof; 9.7.1.4 is, by virtue of its terms or by virtue of any practice for the time being carried on in connection with it, therewith a "consumer trade practiceConsumer Trade Practice" within the meaning of Section 13 s.13 Fair Trading Act 1973 and susceptible to or under reference to the Consumer Protection Advisory Committee or the subject matter of a report to the Secretary of State for Trade and Industry or the subject matter of an Order by the Secretary of State for Trade and Industry under the provisions of Part II of that Act; or 9.7.1.5 or (vii) infringes any other competition, restrictive trade practice, anti-trust trust, fair trading or consumer protection law or legislation Law applicable in any jurisdiction in which the United Kingdom Seller has assets employed in the Business or elsewhere and not specifically mentioned carries on or intends to carry the Business or in this paragraph 9.7which the activities of the Business may have an effect. 9.7.2 The Company (b) In relation to the Grafts Business there has not been given any assurance or undertaking (written or assurance oral) to the Restrictive Practices Court or Court, the Director General of Fair Trading or Trading, the Competition Commission, the Secretary of State for Trade and Industry Industry, the European Commission, the EFTA Surveillance Authority or the Commission or Court of Justice Courts of the European Community Communities, or to any other court, person or body Authority and is not subject to any Act, decision, regulation, order or other instrument made by any of them relating to any matter referred to in this paragraph 9.7. 9.7.3 The Company is not in material default or in material contravention of any such assurance or undertaking or any Article, Act, decision, direction, regulation, order or other instrument or of any undertaking relating to any matter referred to in this Section 3.10. (c) None of the activities of the Business as currently conducted could give rise to the imposition of any anti-dumping duty or other sanction under any trade regulation Law in respect of any products manufactured by the Business in recognized market-economy countries or in which the Business trades from such countries. (d) No anti-dumping duty or other sanction under any trade regulation Law is or has been in force in any area in which the Grafts Business is carried on or intended to be carried on in respect of products manufactured by the Grafts Business or in which the Grafts Business trades. (e) No undertaking has been given to any Authority under any anti-dumping or other trade regulation Law in relation to the Grafts Business. (f) The Seller is not and has not been in receipt of any aid in relation to the Grafts Business which could be construed as falling within Article 87(1) of the Treaty other than existing aid as that term is defined in Council Regulation 659/99/EC. (g) The Seller is not and has not been in relation to the Grafts Business the subject of an enquiry, complaint, investigation, proceeding or review in relation to the receipt or alleged receipt by it of any aid or alleged aid or the misuse by it of any aid received by it and the Seller is not aware of any pending or threatened enquiry, complaint, investigation, proceeding or review in relation to any such matters. (h) The Seller is not a party to or involved in the award of any contract or any other engagement undertaken or to be undertaken by the Grafts Business of whatever nature which was awarded or is proposed to be awarded in breach of any Law or administrative practice relating to the procurement of works, goods or services or which has been, is or could reasonably be the subject of an enquiry, complaint, investigation, proceeding or review in relation to such matters. (i) The Seller is not aware of any pending or threatened enquiry, complaint, investigation, proceeding or review in relation to any matter described in paragraph 9.7(f) above.

FAIR TRADING. 9.7.1 So far as 41.1 To the Vendors are awareVendor's knowledge, no agreement, transaction, practice or arrangement carried on or proposed to be carried on by the Company (or by any person for whose acts or defaults the Company may be contractually or vicariously liable), whether unilaterally or with others, or to which the Company (or any such person) is or proposes to become a party or with which party, and no state of affairs applicable to the Company is concerned:-(or any such person): 9.7.1.1 41.1.1 is or requires ought to be have been registered in accordance with the provisions of the Restrictive Trade Practices Acts 1976 and 1977 or contravenes ("the provisions of the Resale Prices Xxx 0000 or is or has been the subject or any enquiry, investigation or proceeding in respect thereof; 9.7.1.2 is proscribed by or has been the subject of an enquiry, investigation, reference or report under the Fair Trading Act 1973 (or any previous legislation relating to monopolies or mergersRTPA") or the Competition Xxx 0000; 9.7.1.3 infringes Article 81 of the Treaty of Rome or constitutes an abuse of dominant position contrary to Article 82 of that Treaty or infringes any regulation or other enactment made under Article 83 of that Treaty or is or has been the subject of any enquiry, investigation or proceeding in respect thereofunder the RTPA or the Resale Prices Act 1976; 9.7.1.4 is41.1.2 is or has been the subject of an enquiry, by virtue of its terms xxxxxxxgation, reference or by virtue of any practice for report under the time being carried on in connection with it, a "consumer trade practice" within the meaning of Section 13 Fair Trading Act 1973 and susceptible (or any other legislation relating to monopolies or under reference mergers) or the Competition Act 1998; 41.1.3 infringes or falls within the scope of thx xxxxxxe created by Section 188 of the Enterprise Act 2002; 41.1.4 infringes or falls within the scope of Chxxxxx X of the Competition Act 1998, or constitutes an abuse of dominant positixx xxxxxary to the Consumer Protection Advisory Committee Chapter II of such Act or is or has been the subject of a report any enquiry, request for information, investigation or proceedings in respect of either of these Chapters; 41.1.5 infringes or falls within the scope of Article 81 of the treaty establishing the European Union (the "EC Treaty"), or constitutes an abuse of dominant position contrary to Article 82 of the Secretary EC Treaty, or infringes or falls within the scope of State any regulation or other enactment made under Article 83 of the EC Treaty, or is or has been the subject of any enquiry, request for Trade and Industry information, investigation or proceeding in respect of an Order by any of those Articles; 41.1.6 infringes or falls within the Secretary scope of State for Trade and Industry under the provisions of Part II of that Act; or 9.7.1.5 infringes any other competition, anti-restrictive trade practice, anti-trust or consumer protection law or legislation applicable in the United Kingdom or elsewhere and not specifically mentioned in this paragraph 9.7or is or has been subject to any investigation, request for information, notice or other communication by any court, governmental or regulatory authority; or 41.1.7 contravenes the provisions of the Trade Descriptions Acts 1968 and 1972, and there are no circumstances indicating that any such enquiry, investigation, proceeding, reference or report relating to any such matter is likely to be made. 9.7.2 41.2 The Company has not made or threatened to make any complaint against any other person to any relevant authority under any law or legislation referred to in this paragraph. 41.3 The Company has not given any assurance or undertaking or assurance to the Restrictive Practices Court or Court, the Director General Office of Fair Trading or Trading, the Secretary of State for Trade and Industry or Industry, the Competition Commission, the Commission or Court of First Instance or Court of Justice of the European Community Union, or to any other court, person or body body, and the Company is not subject to any Actact, decision, regulation, order or other instrument (statutory or otherwise) made by any of them relating to any matter referred to in this paragraph 9.7paragraph. 9.7.3 The 41.4 To the Vendor's knowledge, the Company is not in material default or in material contravention of any Articlearticle, Actact, decision, regulation, order or other instrument or of any assurance or undertaking relating to any matter referred to in this paragraph 9.7paragraph.