Trading Arrangements. The Client confirms receipt of the Sub-Adviser’s Trading Arrangements policy (the version current at the date of this letter being entitled “Xxxxxxx Xxxxxxx Trading Procedures and Control Processes 2014”) a copy of which is attached to this letter.
Trading Arrangements. For the purposes of this paragraph 11, “major or substantial” means any person purchasing services from the Company in excess of $100,000 in any of the three financial years prior to the Accounts Date (in the case of a customer) or with whom the Company has spent in excess of $100,000 in any of the three financial years prior to the Accounts Date (in the case of a supplier), in each case converting any foreign currency at the rates used in preparing the annual accounts in any such financial years.
11.1 During the period of three years ending on the date of this Agreement:
11.1.1 the Company has not lost any major or substantial customer for or supplier of all or any of its services or requirements;
11.1.2 no major or substantial customer has significantly reduced its orders for all or any of the services of the Company;
11.1.3 there has been no substantial change in the basis or terms on which any person is prepared to enter into contracts or do business with the Company, and no such loss, reduction or change has been threatened in writing whether as a result of Completion or otherwise.
11.2 Neither in the financial period ending on the Accounts Date nor in the period since then has any person (together with other persons connected with him) purchased from, or sold to, the Company more than ten per cent of the aggregate amount of all sales or purchases made by the Company during such period and there is no person (together with other persons connected with him) on whom the Company is substantially dependent or the cessation of business with whom would substantially affect the business of the Company.
11.3 The Company has no agreement or arrangement with any major or substantial customer or supplier on terms which are materially different from the Company’s standard terms of business, a copy of which is contained in Folder 3.06 of the Data Room.
11.4 There is in force no power of attorney or other authority (express, implied or ostensible) given by the Company to any person to enter into any contract or commitment on its behalf other than to its employees to enter into routine trading contracts in the usual course of their duties.
11.5 The Company has not appointed any agent or distributor or granted any licences carrying the right to grant sub-licences to third parties in respect of any of its products or services in any part of the world.
Trading Arrangements. 11.1 During the period of two years ending on the date of this Agreement:
11.1.1 no major client for or supplier of all or any of the Company's services or requirements has ceased trading with the Company;
11.1.2 no major client has significantly reduced its orders for all or any of the services of the Company;
11.1.3 there has been no fundamental change (apart from normal price changes) in the basis or terms on which any person is prepared to enter into contracts or do business with the Company, and no such cessation, reduction or change has been threatened in writing or so far as the Sellers are aware is anticipated whether as a result of Completion or otherwise. For the purposes of this paragraph 11.1: a “major client or supplier” means any person purchasing services from the Company in excess of £50,000 in any of the three financial years prior to the Accounts Date (in the case of a client) or with whom the Company has spent in excess of £25,000 in any of the three financial years prior to the Accounts Date (in the case of a supplier), in each case converting any foreign currency at the rates used in preparing the annual accounts in any such financial years; and
Trading Arrangements. Nothing herein precludes a Tenement Holder or its Related Entities from undertaking Trading Activities. Any Trading Activities engaged in by a Tenement Holder or its Related Entities in respect of Product, and the profits and losses generated thereby, shall not, in any manner, be taken into account in the calculation of Gross Revenue or the NSR Excess Cashflow Payment due to Seller hereunder, whether in connection with the determination of price, the date of sale, the date any NSR Excess Cashflow Payment is due or in any other respect. In the case of sales of Product pursuant to the terms of any Trading Contract, Gross Revenue shall be calculated based on the Average Spot Price for the Quarter in which the date of sale of such Product and not the sale price under the Trading Contract. Seller acknowledges that a Tenement Holder and its Related Entities engaging in Trading Activities may result in such Tenement Holder and its Related Entities realizing from time to time lesser or greater profit for Product than does Seller, since the quantum of the NSR Excess Cashflow Payment to be made hereunder in respect of sales pursuant to Trading Contracts is to be established by the Average Spot Price of the Product for the Quarter in which the date of sale occurred. Similarly, Seller shall not be obligated to share in any losses generated by any such Trading Activities with respect to any Product.
Trading Arrangements. Customers
7.1 So far as each of the Sellers is aware, true and accurate copies of the master services agreements, all of which are currently in force and effect, between a Group Company and a Material Customer are included in the Data Room (the “Material Customer Contracts”).
7.2 So far as each of the Sellers is aware, no Group Company has received written notice in the twelve (12) months preceding the date of this Agreement that it is, in breach of any material obligation of any of the Material Customer Contracts.
7.3 So far as each of the Sellers is aware, no Group Company has given written notice to terminate, nor received written notice that any Material Customer intends to terminate, any Material Customer Contract and, so far as the Sellers are aware, there are no events or circumstances existing which would provide a reasonable basis for concluding that there are grounds for termination, avoidance or repudiation of any Material Customer Contract.
7.4 So far as each of the Sellers is aware, true and accurate copies of the master services agreements, all of which are currently in force and effect, between a Group Company and a Material Supplier are included in the Data Room (the “Material Supplier Contracts”).
7.5 So far as each of the Sellers is aware, no Group Company has received written notice in the twelve (12) months preceding the date of this Agreement that it is, in breach of any material obligation of any of the Material Supplier Contracts and nor is any other party to any Material Supplier Contract.
7.6 So far as each of the Sellers is aware, no Group Company has given written notice to terminate, nor received written notice that any Material Supplier intends to terminate, any Material Supplier Contract and, so far as the Sellers are aware, there are no events or circumstances existing which would provide a reasonable basis for concluding that there are grounds for termination, avoidance or repudiation of any Material Contract.
7.7 Other than the Material Customer Contracts and the Material Supplier Contracts, no Group Company is party to any Material Contract in relation to the InfraCo Business and will not, at Completion, be a party to any Material Contract in relation to the RemainCo Business. For this purpose, “Material Contract” means a contract or arrangement: (a) with outstanding obligations or liabilities of any party thereto in excess of €10,000,0000; or (b) which involves annual expenditure or revenue in excess of €10,000,000, but e...
Trading Arrangements. 11.1 During the period of three years ending on the Completion Date:
11.1.1 the Company has not lost any major or substantial customer for or supplier of all or any of its services or requirements;
11.1.2 no major or substantial client has significantly reduced its orders for all or any of the services of the Company;
11.1.3 there has been no substantial change (apart from normal price changes) in the basis or terms on which any person is prepared to enter into contracts or do business with the Company, and no such cessation, reduction, loss or change has been threatened or is anticipated whether as a result of Completion or otherwise. For the purposes of this paragraph 11:
Trading Arrangements. Except for any guarantee or warranty implied by law contained in its standard terms of business or given in the ordinary course of its business, no Group Company has given any guarantee, indemnity or warranty, or made any representation, in respect of goods or services supplied or contracted to be supplied by it, nor accepted any liability or obligation that would apply after the supply of such goods or services that is material in the context of its business, except as included in the Information Disclosed.
Trading Arrangements. (a) In respect of every Transaction made between Westpac and you subject to the Rules of a market, Westpac shall, unless otherwise agreed in writing in relation to a particular market, act as principal in any Transaction with you.
(b) Westpac shall make (or arrange to make through an intermediate broker who may be a connected person) on a principal-to-principal basis a matching Transaction on the relevant market or accept the allocation to Westpac of such a Transaction.
(c) You understand that business of the market operated by an exchange may from time to time be suspended or restricted or the market may be closed for a period from time to time and the duration of that closure determined in accordance with any rules of any relevant exchange on the occurrence of one or more events which require such action to be taken in the interests of maintaining fair and orderly markets. Any such action may result in Westpac, and through us, you, being unable to enter into Transactions in accordance with the Rules of a relevant exchange. We may also on occasion be prevented from or hindered in entering contracts in accordance with the Rules of any relevant exchange as a result of a failure of some or all market facilities. We shall have no liability to you for any Losses incurred or suffered by you as a result of any closure or failure of such market.
(d) In respect of every Transaction made between Westpac and you and given up to be cleared by another broker or dealer as specified by you:
(i) if such broker or dealer accepts the give-up, Westpac shall (without prejudice to any claim Westpac may have for commission or other payment) upon such acceptance cease to be a party to the Transaction and shall have no obligation to you for its performance;
(ii) if such other broker or dealer declines to accept the give-up, Westpac shall be entitled at Westpac's option either to confirm the Transaction with you or to liquidate it by such sale, purchase, disposal or other Transaction or cancellation as Westpac may in Westpac's discretion determine, whether on the relevant market or by private contract or any other feasible method (including taking it over ourselves or transferring it to a connected person). Any balance resulting from such liquidation shall be promptly settled between Westpac and you but without prejudicing Westpac's rights under this Agreement or otherwise.
Trading Arrangements. In the last financial year of the Group no more than 5 per cent of the aggregate amount of purchases of any of the Group was obtained from the same supplier other than supplies obtained from other members of the Group.
Trading Arrangements. 11.1 During the period of 24 months prior to the Completion Date:
11.1.1 no major or substantial client or supplier of all or any of the Company’s services or requirements has ceased trading with the Company;
11.1.2 no major or substantial client has significantly reduced its orders for all or any of the services of the Company;
11.1.3 there has been no substantial change (apart from normal price changes) in the basis or terms on which any major or substantial client is prepared to enter into contracts or do business with the Company, and no such cessation, reduction, loss or change has been threatened or so far as the Warrantors are aware, is anticipated whether as a result of Completion or otherwise. For the purposes of this paragraph 11:
