No Group Company. (i) has consented to extend the time in which any Tax may be assessed or collected by any Governmental Entity (other than ordinary course extensions of time to file Tax Returns), which extension is still in effect; or (ii) has entered into or been a party to any “listed transaction” within the meaning of Section 6707A(c)(2) of the Code for a taxable period for which the applicable statute of limitations remains open.
No Group Company. (i) holds or beneficially owns or has agreed to acquire any securities of any other company or corporation other than shares of a Subsidiary; or
(ii) is or has agreed to become a member of any partnership or other unincorporated association, joint venture or consortium (other than recognised trade associations).
No Group Company is the holder or beneficial owner of, or has agreed to acquire, any share or loan capital of any other company (whether incorporated in the United Kingdom or elsewhere) other than the Subsidiaries set out in Part 4 of Schedule 1;
No Group Company. (i) has any interest in, or has agreed to acquire, any share capital or other security referred to in Paragraph 1.1.5 of any other company, partnership, firm or entity (wherever incorporated) other than the Subsidiaries as set out in Schedule 1; or
(ii) has any branch, representative office, division, establishment or operations outside the BVI or Macau.
No Group Company. (a) is insolvent or unable to pay its debts within the meaning of the Insolvency Act 1986 or any other insolvency legislation applicable to the company concerned; or
(b) has stopped paying its debts as they fall due.
No Group Company has introduced (or has an obligation to introduce) a Plan (as defined below) that remains in effect for any director, officer or employee of any Group Company or any individual independent contractor to any Group Company and no director, officer, employee or consultant of any Group Company will be entitled to receive a beneficial payment, severance pay or any other payment as a consequence of the entry into this Agreement or the completion of any of the Transactions (whether alone or in connection with any subsequent events).
No Group Company is owed a debt (not being a debt on a security), upon the disposal or satisfaction of which a liability to corporation tax on chargeable gains will arise by reason of TCGA s251 (Debts: General Provisions).
No Group Company. (a) has been required by the relevant Taxation Authority to give security for its obligations under the relevant VAT legislation; and
(b) has (in the case of the UK Group Companies only) been treated at any time since 30 April 1991 as a member of a group which includes a company other than the Group Companies.
No Group Company. (a) is in default or violation in any material respect of any national, state, local, provincial or supranational health care laws of any Authority, or by which any property, business product or other asset of the Group Companies is bound or affected, including:
(i) EEA Member States laws implementing EU Directive 2001/83/EC on the Community code relating to medicinal products for human use, as last amended, or EU Regulation 726/2004 laying down Community procedures for the authorisation and supervision of medicinal products for human and veterinary use and establishing a European Medicines Agency; or
(ii) any other similar Law relating to the research, development, manufacturing, import, export, distribution, marketing, promotion, advertising, sale, monitoring of adverse events or reactions, or reimbursement of medicinal products in a jurisdiction in which the Group conducts its business, (collectively, “Health Care Laws”); or
(b) has received any written notification of any pending or, so far as the Vendor is aware, threatened, claim, suit, proceeding, enforcement, investigation, arbitration or other action from any governmental entity, alleging potential or actual non-compliance by, or liability of, the Group Companies under any Health Care Laws.
No Group Company. (a) is or has been a member of any group for the purposes of VAT; or (b) has assumed or otherwise been registered under the same VAT registration number as any other person.
