No Target Group. Company has factored any debts, or engaged in any financing arrangements or arrangements having the commercial effect of borrowing, not shown in the Last Accounts.
No Target Group. Company has given a power of attorney or any other authority (express, implied or ostensible) which is still outstanding or effective to any person to enter into any contract or commitment or to do anything on its behalf.
No Target Group. Company is liable for any transaction bonuses, stay bonuses or any other compensation payable to any Person in connection with this Agreement and the transactions contemplated herein other than the Transaction Bonus Payments as set forth in Schedule 6.
No Target Group. Company has been a party to a “relevant transfer” (as defined in the Transfer of Undertakings (Protection of Employment) Regulations 2006) at any time during the period of three years immediately preceding the date of this Agreement and no Employees have had their Employee Agreements varied for any reason as a result of or connected to such a relevant transfer.
No Target Group. Company (i) has been a member of an affiliated group or filed or been included in a combined, consolidated or unitary income Tax Return for United States income tax purposes, (ii) has any liability for Taxes of another Person under Section 1.1502 6 of the Treasury Regulations (or any similar provision of state or local law), as a transferee or successor, by contract or otherwise or (iii) is a party to or bound by, or liable for any Taxes as a result of, any Tax allocation or sharing agreement.
No Target Group. Company is subject to Tax in any jurisdiction other than its country of incorporation or formation by virtue of having a permanent establishment, place of business or source of income in that country.
No Target Group. Company is a member of a consolidated tax group with any Person (other than another Target Group Company) or is a party to or bound by any Tax allocation or sharing agreement nor has any liability for the Taxes of any Person (other than another Target Group Company), including but not limited to a liability arising as a successor or transferee or by contract, with the exception of the fiscal unity in existence between WH France and Neuvibox.
No Target Group. Company is in breach of any material obligation under any Vendor Contract or Key Customer Contract and, so far as the Sellers are aware, no other party is in breach of a material obligation under any such contract.
No Target Group. Company owns or has agreed to acquire, any asset, nor has any Target Group Company received or agreed to receive any services or facilities (including without limitation the benefit of any loan or advance or any licences or agreements), from any employee, director, officer or consultant of or to any Target Group Company or any of their connected persons which is not contracted to be provided or acquired in any agreement disclosed in the Disclosure Letter or the consideration for the acquisition or provision of which was or will be in excess of its market value, or otherwise than on an arm's length basis.
No Target Group. Company operates, intends to operate or has operated any redundancy or redeployment scheme or arrangement, whether formal or informal, contractual or non-contractual, which provides for payments greater than those required by statute or for notice periods greater than those set out in contracts of employment.
