NATURE OF CONTRACTS. So far as the Seller is aware, part 1 of schedule 6 and parts 2 and 3 of schedule 4 contains details of all Contracts which:
(a) are not within the ordinary course of ordinary business of the Business;
(b) are not on arm's length terms;
(c) are not capable of complete performance or termination without payment of damages, within 12 months from the date of this agreement;
(d) restrict the Company's freedom to carry on the Business in the places and the manner in which it is currently carried on;
(e) are contracts (not being contracts for the purchase or sale of Stock) which are expected to result in expenditure by the Company of more than $1,000,000;
(f) are distribution or agency agreements; and
(g) entitle the other party to terminate the contract or impose terms less favourable to the Company due to the sale of the Shares.
NATURE OF CONTRACTS. All of the Contractual Obligations of ------------------- the Company and its Subsidiaries at the Closings are enforceable against the Company and, to its knowledge, the other parties thereto in accordance with their terms, except for Contractual Obligations the failure of which to be so enforceable does not and will not result in a Material Adverse Effect; and no representation is made as to the enforceability of noncompetition covenants under state law. To the Company's knowledge, neither the Company nor any of its Subsidiaries is now in default under, nor are there any liabilities arising from any breach or default by any Person prior to the date hereof, any provision of any such Contractual Obligation, except as would not be reasonably likely to result in a Material Adverse Effect.
NATURE OF CONTRACTS. Each Contract to be sold by it on such day is in full force and effect and represents a legal, valid and binding obligation of the Obligor enforceable against the Obligor in accordance with its terms (except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforceability of creditors' rights generally and by general equitable principles whether considered in proceedings in equity or at law) and constitutes "chattel paper" under the UCC in effect in all applicable jurisdictions including the state in which the Seller is incorporated.
NATURE OF CONTRACTS. All of the Contractual Obligations of Clinserve and the Subsidiary at the Completion Date are enforceable against Clinserve and the Subsidiary, the other parties thereto, in accordance with their terms; except for Contractual Obligations the failure of which to be so enforceable does not and shall not, individually or in the aggregate, result in a Material Adverse Effect. Except for breaches, defaults and liabilities which do not and shall not individually or in the aggregate result in a Material Adverse Effect, neither Clinserve nor the Subsidiary is now in default, and no event has occurred which with notice or lapse of time or both would constitute a default under, nor are there any liabilities arising from any breach or default by any of them or event which with notice or lapse of time or both would constitute a default by any of them prior to the Completion Date of, any provision of any such Contractual Obligation.
NATURE OF CONTRACTS. All of the Contractual Obligations of MKL and the Subsidiaries at the Completion Date are enforceable against MKL and the Subsidiaries, the other parties thereto, in accordance with their terms, except as such enforcement may be limited by bankruptcy, insolvency or other laws of general application affecting the rights of creditors and except that specific performance is an equitable remedy which may only be awarded in the discretion of the court; and except for Contractual Obligations the failure of which to be so enforceable does not and shall not, individually or in the aggregate, result in a Material Adverse Effect. Except for breaches, defaults and liabilities which do not and shall not individually or in the aggregate result in a Material Adverse Effect, neither MKL nor any of the Subsidiaries is now in default, and no event has occurred which with notice or lapse of time or both would constitute a default under, nor are there any liabilities arising from any breach or default by any of them or event which with notice or lapse of time or both would constitute a default by any of them prior to the Completion Date of, any provision of any such Contractual Obligation.
NATURE OF CONTRACTS. Any agreement for the installation of refrigeration equipment binding on the Company Group:
(a) is within the ordinary course of ordinary business of the Company Group;
(b) is at arm's length;
(c) is capable of complete performance or termination without payment of damages, within 12 months after the date of this agreement; and except as otherwise disclosed in schedule 4.
NATURE OF CONTRACTS. Restricted Persons have not entered into contracts, agreements or any other understandings which are now or at the time entered into were for speculative purposes. 36. 37. Remainder of Page Intentionally Left Blank.
NATURE OF CONTRACTS. No Group Company is (or has agreed to become) a party to, bound by or liable under any Contract which:
13.1 relates to the acquisition or subscription by any Group Company of shares or other interests in any other company or entity or the sale of shares or other interests held by any Group Company in any other company or entity;
13.2 relates to the acquisition by any Group Company of the business and/or assets of any other company, entity or person (other than the purchase of shares in the NL Subsidiary from the NL Vendor);
13.3 relates to the sale by any Group Company of its business or any part of it (other than the sale of the shares in 4th Screen);
13.4 restricts the manner or geographical operation of any part of its business or use of its assets;
13.5 is dependent on any guarantee, indemnity or security provided by any other person (other than another Group Company);
13.6 is otherwise than on normal arm's length commercial terms in the ordinary and usual course of its business;
13.7 cannot be performed by it on time in accordance with its terms without undue or unusual expenditure or application of money, effort or personnel, or is likely to result in a material loss to it on completion of performance;
13.8 is of a long‑term nature, being:
13.8.1 for a fixed term of six months or more;
13.8.2 for an indefinite term which cannot be terminated by it in accordance with its terms on six months' notice or less without compensation; or
13.8.3 unlikely to have been fully performed, in accordance with its terms, within six months after the date on which it was entered into, made or undertaken;
13.9 involves or is likely to involve expenditure by it or other liability on its part of more than £100,000 in aggregate or payments to it of more than £100,000 in aggregate;
13.10 is for the supply by or to it of goods and/or services:
13.10.1 at fixed prices for a period of more than six months from the date of order;
13.10.2 where prices relate to minimum purchasing requirements, targets or similar incentive schemes; or
13.10.3 exclusively to or from any person.
NATURE OF CONTRACTS. So far as the Seller is aware, part 1 of schedule 6 and parts 2 and 3 of schedule 4 contains details of all Contracts which:
(a) are not within the ordinary course of ordinary business of the Business;
(b) are not on arm's length terms;
(c) are not capable of complete performance or termination without payment of damages, within 12 months from the date of this agreement;
(d) restrict a Company Group member's freedom to carry on the Business in the places and the manner in which it is currently carried on;
(e) are contracts (not being contracts for the purchase or sale of Stock) which are expected to result in expenditure by a member of the Company Group of more than $1,000,000;
(f) are distribution or agency agreements; and
(g) entitle the other party to terminate the contract or impose terms less favourable to a member of the Company Group due to the sale of the Shares. Malaysia Share Sale Agreement
NATURE OF CONTRACTS. 3.2.1 None of the Contracts:
(a) is of an unusual, abnormal or onerous nature;
(b) is for a fixed term of more than 6 months;
(c) is of a long-term nature (that is to say incapable of performance in accordance with its terms within 6 months after it was entered into or undertaken);
(d) will be incapable of termination in accordance with its terms by the Purchaser on 60 days' notice or less;
(e) is of a loss-making nature (that is to say known to have been likely to result in a loss to the Vendor on completion of performance if the Vendor had not sold the Business);
(f) will not be capable of being readily fulfilled or performed by the Purchaser on time without undue or unusual expenditure of money or personnel;
(g) will not involve payment by the Purchaser by reference to fluctuations in the index of retail prices or any other index;
(h) involves the supply of goods or services the aggregate sales value of which will represent in excess of 10 per cent of the anticipated turnover of the Business for the period of 12 months following the Completion Date;
(i) was entered into in any way otherwise than in the ordinary and normal course of the Business.
3.2.2 The performance of this Agreement will not relieve any other party to any Contract from its obligations or enable it to determine any of them.
3.2.3 Neither the Vendor nor any member of the Unicomp Group has committed any material breach of any such Contract and, so far as the Warrantors are aware, no right of termination has become exercisable thereunder.
