Trading and Contractual Arrangements. The Company is not a party to:-
Trading and Contractual Arrangements. 12.1 The Company is not a party to nor is liable under:
12.1.1 any partnership, joint venture, European Economic Interest Grouping or consortium, association (other than a bona fide trade association) or any agreement for sharing commissions or other income;
12.1.2 a distributorship, agency, franchise or management agreement or arrangement;
12.2 The Company is not a party to nor is liable under:
12.2.1 any agreement or arrangement which, so far as the Warrantors are aware, is liable to be terminated by another party or, so far as the Warrantors are aware, under which rights of any person are liable to arise or be affected as a result of any change in the control, management or shareholders of the Company;
12.2.2 any contract of a long-term nature (that is to say, unlikely to have been fully performed, in accordance with its terms, more than twelve months after the date on which it was entered into);
12.2.3 any agreement or arrangement of a loss making nature to any material extent (that is to say, now known to be likely to result in a material loss on completion of performance);
12.2.4 any agreement or arrangement limiting or excluding its right to do business or use or exploit any of its assets including restrictions or prohibitions on competing in any geographical area or in any field of activity or with any person;
12.2.5 any agreement or arrangement of an unusual nature or which is not entered into on an arm's length basis or in the usual course of the Company's business;
12.2.6 a sale or purchase, option or purchase agreement, arrangement or obligation affecting an asset owned, occupied, possessed or used by the Company or by which the Company is bound;
12.2.7 any agreement or arrangement which involves payment by reference to fluctuations in the index of retail prices or any other index or in the rate of exchange for any currency.
12.3 So far as the Warrantors are aware, no agreement or arrangement to which the Company is a party or is liable under (including specifically but without limitation the Key Agreements), is invalid and so far as the Warrantors are aware there are no grounds upon which any other party thereto may terminate, rescind, avoid or repudiate such agreement or arrangement.
12.4 Neither the Company nor any party with whom the Company has entered into an agreement or arrangement (including without limitation the Key Agreements) has given notice of termination or sought to repudiate or disclaim the agreement or arrangement or taken an...
Trading and Contractual Arrangements. 5.1 Capital Commitments There are no capital commitments entered into or proposed to be entered into by any of the Group Companies.
Trading and Contractual Arrangements. 5.1 CAPITAL COMMITMENTS There are no capital commitments entered into or proposed by the Company.
Trading and Contractual Arrangements. 4.1 None of the contracts or obligations entered into by the Company is invalid, ultra virex xxx Company or exceeds the powers of the Directors to bind the Company and the Company is not in default under any such contracts or obligations and no event has occurred which, with the giving of notice or passage of time or both would constitute a default under any contract. No party with whom the Company has entered into an agreement, arrangement or obligation has given notice of its intention to terminate, or has
Trading and Contractual Arrangements. 17.1 The Company is not a party to:
(a) any partnership, joint venture or consortium arrangement or agreement or any agreement for sharing commissions or other income;
(b) any agreement or arrangement which is liable to be terminated by another party or under which rights of any person are liable to arise or be affected as a result of any change in the control, management or shareholders of the Company;
(c) any contract of a long-term nature that is to say, unlikely to have been fully performed, in accordance with its terms, more than 12 months after the date on which it was entered into;
(d) any agreement or arrangement of a loss making nature (that is to say, now known to be likely to result in a loss on completion of performance);
(e) any agreement containing covenants limiting or excluding its right to do business and/or to compete in any area or in any field or with any person, firm or company;
(f) any agreement or arrangement of an unusual or abnormal nature or entered into otherwise than on an arm’s length basis in the ordinary and usual course of the Business;
(g) any agreement or arrangement which cannot readily be fulfilled or performed by the Company in accordance with its terms without undue or unusual expenditure or effort;
(h) any agreement or arrangement suffering from any invalidity or in respect of which there are known to be grounds for determination, rescission, avoidance or repudiation by any other party;
(i) any agreement or arrangement which involves payment by reference to fluctuations in the index of retail prices or any other index, or in the rate of exchange for any currency; or
(j) any agreement or arrangement, other than in respect of a Key Supplier, for the purchase or sale of goods or services which involved the payment of more than £50,000 in 2005 or which the Sellers reasonably anticipate will involve payment of more than £50,000 in 2006.
17.2 No offer, tender or the like given or made by the Company on or before the date of this Agreement and still outstanding is capable of giving rise to a contract merely by a unilateral act of another person.
Trading and Contractual Arrangements. 6.1 Capital Commitments
Trading and Contractual Arrangements. The French Subsidiary is not a party to or subject to any contract or arrangement which is not wholly on an arms length basis or in the ordinary course of business.
Trading and Contractual Arrangements. 6.1 Capital Commitments There is no outstanding capital commitments entered into or proposed by the Group Companies.
6.2 Arrangements with Connected Persons
(a) Save as disclosed in Schedule 4 (Disclosure against Vendor’s Warranties) and the Sub-license Agreement, there is no indebtedness (actual or contingent) nor any indemnity, guarantee or security arrangement between the Group Companies and any current or former director or any current or former consultant of the Group Companies or any person connected with any of such persons.
(b) Each of the Group Companies is not a party to any existing contract, arrangement or understanding with (i) any current or former director or any current or former consultant of the Group Companies or any person connected with any of such persons, or (ii) in which any current or former director or any current or former consultant of the Group Companies or any person connected with any of such persons is interested (whether directly or indirectly).
(c) There are no existing contracts or arrangements between or involving the Group Companies and the Vendor and/or any director of the Group Companies and/or any person connected with any of them.
(d) All related parties transactions between the Group Companies and other related parties as set out in Schedule 7 (Material Contracts) to this Agreement have been entered into on an arms-length basis and obtained prior approval of the relevant board of directors of the relevant Group Companies.
Trading and Contractual Arrangements. 4.1 ULTRA VIREX None of the contracts or obligations entered into by the Company is ultra virex xx exceeds the powers of the directors to bind the Company and so far as the Vendors are aware the Company is not in Material default under any such contracts or obligations.
