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No Target Group Company Sample Clauses

No Target 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.
Sample 1Sample 2See All (4)
No Target Group Company. (a) has suspended or ceased or threatened to suspend or cease to carry on its business, stopped payment of its debts as they fall due or any class of them or entered into any compromise or arrangement in respect of its debts or any class of them, nor has any step been taken to do any of those things; (b) has been dissolved or entered into liquidation, administration, administrative receivership, receivership, a voluntary arrangement, a scheme of arrangement with creditors, any analogous or similar procedure in any jurisdiction or any other form of procedure relating to insolvency, reorganisation or dissolution in any jurisdiction, nor has a petition been presented or (so far as the Seller is aware) other step been taken by any person with a view to any of those things; and (c) is not and has not admitted itself to be insolvent pursuant to any insolvency legislation applicable to it.
Sample 1Sample 2
No Target Group Company. 1.3.1 has any subsidiaries or holds or beneficially owns, or has agreed to acquire, any securities of any undertaking save as set out in Schedule 2; 1.3.2 is or has agreed to become a member of any partnership or other unincorporated association, joint venture or consortium (other than recognised trade associations); 1.3.3 has any branch or permanent establishment outside its country of incorporation; 1.3.4 has circulated any written resolution which could be passed after Completion; 1.3.5 has at any time purchased, redeemed or repaid any of its own share capital; or 1.3.6 has at any time given any financial assistance in contravention of any applicable law or regulation.
Sample 1
No Target Group Company is a guarantor of the tenant’s covenants in any lease, including under any authorised guarantee agreement, where the tenant under such lease is not currently a Target Group Company.
Sample 1
No Target Group Company. 28.29.1 is in arrears with any payment or returns under legislation relating to VAT or excise duties, or liable to any abnormal or non-routine payment of VAT, or any forfeiture or penalty, or to the operation of any penal provision; 28.29.2 in the seven year period ending on the date hereof, has been or applied for treatment as a member of a group for VAT purposes with any company other than a Target Group Company under section 43 VATA; 28.29.3 is, or has agreed to become, an agent, manager or factor of, or fiscal representative of or for the purposes of section 47 VATA of any person who is not resident in the United Kingdom. Closing arrangements 1. At Closing, the Sellers will deliver the following: 1.1 Executed transfers of the Sale Shares in favour of the Buyer (or its nominee(s)) together with the share certificates for the Sale Shares (or in the case of any lost certificates (or equivalent documents in the relevant jurisdiction) an indemnity satisfactory to the Buyer in relation to it). 1.2 Executed transfers of the Option Shares in favour of the Buyer (or its nominee(s)) together with the share certificates for the Option Shares (or in the case of any lost certificates (or equivalent documents in the relevant jurisdiction) an indemnity satisfactory to the Buyer in relation to it). 1.3 A short form share purchase agreement entered into by the Buyer and each of the Optionholders in the agreed form relating to the transfer of the Option Shares to the Buyer. 1.4 The Australian Transfer Form executed by Zinc Ahead Holdings Limited together with the share certificates for the Australian Sale Shares (or in the case of any lost certificates an indemnity satisfactory to the Buyer). 1.5 A copy of a resolution of the board (as necessary to provide valid authorisations) of directors (certified by a duly appointed officer as true and complete) of each Target Group Company in the agreed terms authorising the execution of and the performance by the relevant Target Group Company of its obligations under each of the documents to be executed by it. 1.6 An irrevocable power of attorney in the agreed terms under which this Agreement or any of the transfers or other documents referred to in this Schedule is executed and evidence (to the Buyer's satisfaction) of the authority of any person signing on behalf of a corporate entity. 1.7 An irrevocable power of attorney in the agreed terms by each registered holder of the Sale Shares and Option Shares which enables the Buyer ...
Sample 1
No Target Group Company. (i) operates or has ever operated a defined benefit pension scheme; or (ii) has at any time operated or participated in an occupational pension scheme (as defined in section 1 of the UK Pension Schemes Act 1993) located in the UK which accepts contributions from an employer based outside of the UK. As far as the Seller is aware, neither any Target Group Company, nor any ERISA Affiliate, has at any time sponsored, contributed to or had any liability with respect to (a) any employee benefit plan is subject to Title IV or Section 302 of ERISA or Section 412 of the Code; (b) a multiemployer plan within the meaning of Section 3(37) or 4001(a)(3) of ERISA; (c) a “multiple employer welfare arrangement” (within the meaning of Section 3(40) of ERISA or Applicable Law of any state in the USA); (d) a “voluntary employees’ beneficiary association” within the meaning of Section 501(c)(9) of the Code; or (e) a plan, program, or arrangement that provides for health or welfare benefits in the USA on a less-than-fully insured basis (other than flexible spending accounts) or after termination of employment (except at the employee’s cost, to the extent required by the continuation coverage provisions of Title I, Subtitle B, Part 6 of ERISA and Section 4980B(f) of the Code or similar provisions of state Law).
Sample 1
No Target Group Company. 16.5.1 has given or entered into any guarantee, indemnity, counter indemnity, mortgage, charge, pledge, lien, assignment or other security agreement or arrangement; 16.5.2 is responsible for the indebtedness, or for the default in the performance of any obligation, of any other person; 16.5.3 has factored or discounted any of its debts or engaged in financing of a type which would not need to be shown or reflected in the Accounts; 16.5.4 has waived any set-off it may have against any third party; 16.5.5 has outstanding loan capital or lent any money that has not been repaid; or 16.5.6 has any debts owing to it other than debts that have arisen in the ordinary course of its business.
Sample 1
No Target Group Company. 5.2.1 has any interest in, or has agreed to acquire, any share capital or other security of the type referred to in paragraph 5.1 above of any other company (wherever incorporated) other than as set out in Schedule 1 (Target Group Companies); or 5.2.2 has or has had in the last three (3) years any associate (being an entity that falls to be treated as such for the purposes of International Accounting Standard No. 28, issued by the International Accounting Standards Board).
Sample 1
No Target Group Company. (a) has any place of business or branch or permanent establishment outside its jurisdiction of incorporation other than as specified in Schedule 1 of this agreement; or (b) has within the last three years had any subsidiaries or subsidiary undertakings, other than the Subsidiaries.
Sample 1

Related to No Target Group Company

  • PUBLIC CONTRACTS AND PROCUREMENT FRAUD Contractor represents and warrants that, within the three (3) year period prior to this Contract, neither Contractor nor its principals or affiliates: (a) have been convicted of or had a civil judgment rendered against them for commission of fraud or a criminal offence in connection with obtaining, attempting to obtain, or performing a public (federal, state, local, or tribal) contract or purchase order under a public contract; (b) have been in violation of federal or state antitrust statutes or commission of embezzlement, theft, forgery, bribery, falsification or destruction of records, making false statements or receiving stolen property; (c) have been indicted for or otherwise criminally or civilly charged by a government entity (federal, state, local, or tribal) with commission of any of the offense enumerated in subsection (b) of this provision; or (d) had one or more public contracts (federal, state, local, or tribal) terminated for cause or default.

  • No Undisclosed Liabilities Local Church has, and at the Disaffiliation Date will have, no debts, liabilities, commitments, or obligations of any nature, absolute, accrued, contingent or otherwise, relating to its business, other than those which (a) are fully reflected or reserved against on the Financial Statements (defined below) or (b) have been incurred since the date of the most recent balance sheet included in the Financial Statements in the ordinary course of business in amounts and for terms consistent, individually and in the aggregate, with the past practices of its business. Except as shown in the Financial Statements, the Local Church is not directly or indirectly liable upon or with respect to (by discount, repurchase agreements or otherwise), or obliged in any other way to provide funds in respect of, or to guarantee or assume, any debt, obligation or dividend of any other party, except endorsements in the ordinary course of business in connection with the deposit, in banks or other financial institutions, of items for collection.

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