Dated 1st February, 2007
Exhibit
10.1
Dated
1st February, 2007
(1) AUTO
DATA NETWORK INC
(2)
AFTERSOFT GROUP, INC
________________________________
relating
to DEALER SOFTWARE AND SERVICES LIMITED
________________________________
1
Date:
1ST
February, 2007
Parties:
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1.
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AUTO
DATA NETWORK INC, a
corporation incorporated under the laws of the State of Delaware
whose
office is at 000 Xxxxx Xxxxxx, Xxx Xxxx, XX, 00000, on behalf of
the
shareholders of Dealer Software and Services Limited (the “Vendors”);
and
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2.
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AFTERSOFT
GROUP, INC, a
corporation incorporated under the laws of the state of Delaware,
USA
whose office is at Savannah House, 11-12 Xxxxxxx XX Street, London,
UK
SW1Y 4QU (the “Purchaser”).
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Operative
provisions:
1.
Interpretation
In
this
Agreement the following words and expressions have the following
meanings:
"Agreed
Form"
means
the form agreed between the parties on or prior to the date of this Agreement
and initialled for the purpose of identification by the respective
parties;
"Business
Day" means
a
day (other than a Saturday or a Sunday) on which banks generally are open
for
business in London;
"CA"
means
the
Companies Xxx 0000;
"Companies
Acts" means
the
CA, the former Companies Acts (within the meaning of CAs 735 (1) and the
Companies Xxx 0000;
"Company"
means
DEALER SOFTWARE AND SERVICES LIMITED fka Orbit Data and Services Limited,
Company No 03859570;
“Completion”
means
the
taking by each Party of the action to be taken by that Party pursuant to
Clause
5;
"Completion
Date" means
a
day on or before 5 business days from the date hereof;
“Consideration
Shares”
means
16,750,000 shares of common stock in the Purchaser;
“Disclosure
Documents” the
bundle of documents initialled on behalf of the Vendors and the Purchaser
for
the purposes of identification and delivered with the letter referred to
in the
definition of “Disclosure Letter”;
"Disclosure
Letter" means
the
letter of even date herewith from the Vendors to the Purchaser specifying
exceptions to the Warranties and the Disclosure Documents;
2
"Encumbrance"
means
any
(other than by virtue of this Agreement) interest or equity of any person
(including any right to acquire, option or right of pre-emption) or any
mortgage, charge, pledge, lien, assignment, hypothecation, security interest,
title retention or any other security agreement or arrangement;
"FA"
means
a
Finance Act;
"ICTA"
means
the
Income and Corporation Taxes Xxx 0000;
"Intellectual
Property" means
any
patent, patent application, know-how, trade xxxx, trade xxxx application,
trade
name, registered design, copyright or other similar industrial or commercial
right;
"Service
Agreements" means
the
employment agreements, if any, between each of the Vendors and the Company
to be
entered into on Completion;
"Shares"
means
the
entire issued share capital in the Company as set out in Schedule
1;
"subsidiary"
shall
have the meaning assigned to it in CA s. 736;
"Taxation"
means
all
forms of taxation, duties, imposts and levies whatsoever, and wherever or
whenever imposed;
"Warranties"
means
the
warranties and representations by the Vendors in Clause 6 and Schedule
2;
| 1.2 |
All
references in his Agreement to a statutory provision shall be construed
as
including references to:
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1.2.1
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any
statutory modification, consolidation or re-enactment (whether
before or
after the date of this Agreement) for the time being in
force;
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1.2.2
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all
statutory instruments or orders made pursuant to a statutory provision;
and
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1.2.3
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any
statutory provisions of which a statutory provision is a consolidation,
re-enactment or modification.
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1.3
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Any
reference in this Agreement to the Vendors includes their respective
personal representatives.
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3
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1.4
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A
reference in this Agreement to SSAP shall be a reference to a statement
of
standard accounting practice adopted by the Accounting Standards
Board
Limited.
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1.5
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Clause
headings in this Agreement are for ease of reference only and do
not
affect the construction of any
provision.
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2
Agreement
for sale
Subject
to the terms and conditions of this Agreement the Vendors shall sell or procure
the sale with full title guarantee and the Purchaser shall purchase the Shares,
free from all liens, charges and encumbrances and with all rights attaching
to
them, with effect from the Completion Date.
3
Purchase
consideration
3.1 The
purchase consideration for the Shares shall be:
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3.1.1
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the
issue by the Purchaser to the Vendors within twenty-eight days
after the
Completion Date of the Consideration Shares.
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3.2 The
Consideration Shares shall be fully paid, non assessable shares of common
stock
of the Purchaser and shall rank pari
passu
with all
other common stock of the Purchaser in issue at the date of issue of the
Consideration Shares save as regards any dividend declared or paid by reference
to a record date which is prior to such issue date.
3.3 Each
of
the Vendors severally agrees with the Purchaser:
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3.2.1
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that
the Vendors will not dispose of any of his Consideration Shares
other than
in accordance with SEC Regulations and any other laws and regulations
applicable to the trading of such
shares.
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4
Completion
4.1 Completion
shall take place at the offices of the Purchaser on the Completion
Date.
4.2 At
Completion the Vendors shall deliver to the Purchaser:
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4.2.1
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duly
completed and signed transfers in favour of the Purchaser or as
it may
direct of the Shares together with the relative share
certificates;
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4.2.2
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the
Disclosure Letter; and
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4.2.3
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the
statutory books and Certificate of Incorporation of the
Company.
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4
4.3 At
Completion a board meeting of the Company shall be held at which:
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4.3.1
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such
persons as the Purchaser may nominate shall be appointed additional
directors and company secretary with immediate
effect;
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4.5
Conduct
pending Completion
The
Vendors hereby undertake to the Purchaser that in the period prior to
Completion:
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4.5.1
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the
business of the Company will be carried on as a going concern in
the
normal course;
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4.5.2
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no
physical assets of the Company shall be removed from the premises
of the
Company save in the ordinary course of normal day to day
trading;
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4.5.3
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it
will use its best endeavours to maintain the trade and trade connections
of the Company;
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4.5.4
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all
debts which the Company incurs in the normal course of the business
will
be settled within the applicable periods of
credit;
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4.5.5
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it
shall promptly give to the Purchaser full details of any material
changes
in the business, financial position and/or assets of the
Company;
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4.5.6
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the
Company shall maintain in force policies of insurance with limits
of
indemnity at least equal to, and otherwise on terms no less favourable
than, those policies of insurance currently maintained by
them;
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4.5.7
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no
amendment shall be made to any pension
arrangements;
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4.5.8
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the
Company shall not:
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(a)
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enter
into, modify or agree to terminate any material contract (other
than in
the ordinary course of business) or incur any capital expenditure
in
excess of £10,000 on any individual
item;
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(b)
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appoint
or employ any new employees, workers or consultants at an annual
salary or
rate of remuneration in excess of
£20,000;
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(c)
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alter
materially, or agree to alter materially, the terms and conditions
of
employment (including benefits) of any of its employees or workers,
nor
dismiss any of its employees or workers and the Vendor shall not
directly
or indirectly induce or endeavour to induce any of such employees
or
workers to terminate their employment prior to
Completion;
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(d)
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dispose
of any material assets used or required for the operation of the
business
of the Company (otherwise than in the ordinary course of business)
or
enter into any other transaction otherwise than in the ordinary
course of
business;
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5
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(e)
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create
any Encumbrance over any of its assets or its undertaking nor,
otherwise
than in the ordinary course of business, give any guarantees or
indemnities in respect of any third
party;
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(f)
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institute,
settle or agree to settle any legal proceedings relating to the
business
of the Company, save for debt collection in the ordinary course
of
business;
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(g)
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grant
or modify or agree to terminate any rights or enter into any agreement
relating to Intellectual Property or otherwise permit any of its
rights
relating to Intellectual Property to
lapse;
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(h)
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incur
any liabilities to any of the Vendors and none of the Vendors shall
incur
any liabilities to the Company, other than trading liabilities
incurred in
the ordinary course of business; or
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provided
that the Vendors and the Company shall be entitled to do any of the things
specified in sub-clause 4.5.8 with the prior written consent of the
Purchaser.
5
Warranties
by the Vendors
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5.1
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The
Vendors severally warrant to the Purchaser that, save as disclosed
in the
Disclosure Letter, the Warranties set out in Schedule 2 are true
and
accurate in all material respects and that all facts contained
in the
Disclosure Letter are true and there are no material facts known
to the
Vendors which are inconsistent with any Warranty and which have
not been
disclosed by the Vendors in the Disclosure Letter. The Vendors
shall have
no liability to the extent that the circumstances, facts or events
giving
rise to any claim are set out or referred to in or annexed to this
Agreement or the Disclosure Letter.
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5.2
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Each
of the Warranties is without prejudice to any other
Warranty.
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5.3
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The
rights and remedies of the Purchaser in respect of any breach of
the
Warranties shall not be affected by completion of the purchase
of the
Shares, by any failure to exercise or delay in exercising any right
or
remedy unless a specific and duly authorised written waiver or
release
shall have been given by the
Purchaser.
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5.4
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The
Vendors shall have no liability in respect of any claims in respect
of the
Warranties unless the total loss sustained in respect of all of
those
claims (when aggregated with any losses sustained any under previous
claims) shall exceed £75,000 and in computing such aggregate, any claim
under which the loss sustained does not exceed £5,000 shall be ignored.
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5.5
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The
Purchaser shall not make any claim in respect of the Warranties
against
the Vendors unless made in writing in reasonably detailed form
within
twelve months after the Completion Date, except in the case of
fraud.
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5.6
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The
aggregate liability of the Vendors in respect of all claims in
respect of
the Warranties shall not in any event exceed
£350,000.
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6
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5.7
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The
Vendors shall be under no liability in respect of any matters resulting
from a change in accounting or in Taxation policy or practice of
the
Purchaser or any Company including the method of submission of
Taxation
returns introduced, or the making of any claim, election, surrender,
disclaimer notice or consent, since or having effect after
Completion.
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5.8
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If
the Purchaser or any Company shall receive any claim ("a Third
Party
Claim") which shall be made by a third party against any Company,
which
might constitute or give rise to a liability pursuant to this Agreement,
the Purchaser shall (subject to being indemnified and secured to
its
reasonable satisfaction against all reasonable costs and expenses
for
which it or any Company may become
liable):
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5.9.1 take
such
action as the Vendors may reasonably request to avoid, dispute, resist, appeal,
compromise or defend or mitigate any such Third Party Claims;
5.9.2 not
make
any admission of or settle or compromise any liability which the Company
may
have in relation to the Third Party claim without the prior written consent
of
the Vendors, such consent not to be unreasonably withheld or
delayed;
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5.9
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The
Purchaser acknowledges that it is entering into this Agreement
in reliance
on no warranty, representation or undertaking save as specifically
set out
in this Agreement.
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5.10
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The
amount of any successful claim against the Vendors shall be deemed
to
constitute a reduction in the
Consideration.
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6
Warranties
by the Purchaser
6
The
Purchaser warrants to the Vendors that:
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6.1
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The
Purchaser will prior to the issue of the Consideration Shares duly
authorise the issue of the Consideration
Shares;
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6.2
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The
Purchaser is an corporation duly organised and validly existing
and in
good standing under the laws of the State of Delaware and has power
and
authority and all material licences and permits necessary to carry
on its
business and to own its assets. The Purchaser has all requisite
legal and
corporate power, and has taken all requisite corporate action to
execute
and deliver this Agreement and to carry out and perform all of
its
obligations under this Agreement and will by the relevant issue
date have
taken all requisite corporate action necessary to issue the Consideration
Shares to be issued on such issue date in accordance with this
Agreement.
This Agreement constitutes the legal, valid and binding obligations
of the
Purchaser, enforceable in accordance with its terms, except (i)
as may be
limited by applicable bankruptcy, insolvency or similar laws relating
to
or affecting the enforcement of creditors' rights generally and
(ii) as
limited by equitable principles generally. The execution and delivery
of
this Agreement does not, and the performance of this Agreement
and the
compliance with the provisions hereof, and the issue of the Consideration
Shares by the Purchaser will not conflict with, or result in a
breach or
violation of the terms, conditions or provisions of, or constitute
a
default under, or result in the creation or imposition of any lien
pursuant to the terms of, the Certificate Incorporation or Bylaws
of the
Purchaser or any indenture, mortgage, lease or other material agreement
or
instrument of the Purchaser or so far as it is aware but without
prejudice
to any other provision of this Agreement any statute, law, rule
or
regulation or any state or federal order, judgement or decree.
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7
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6.3
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The
Consideration Shares, when issued in compliance with the provisions
of
this Agreement, will be validly issued, fully paid and nonassessable.
The
issue and delivery of the Consideration Shares is not subject to
pre-emptive or any other similar rights of the stockholders of
the
Purchaser or any liens of encumbrances. The issue and delivery
of the
Consideration Shares and the compliance by the Purchaser with its
obligations under this Agreement will be in compliance with the
Securities
Act of 1933, as amended, and the rules and regulations promulgated
thereunder and the Securities Exchange Act of 1934 as amended and
the
rules and regulations promulgated thereunder and with the rules
and
regulations of any stock market on which its common stock may be
listed.
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6.4
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No
consent, approval, order or authorisation of, or registration,
qualification, designation, declaration or filing with, any federal,
state, local, governmental authority inside or outside the United
States
of America on the part of the Purchaser is required in connection
with the
consummation of the transactions contemplated by this Agreement;
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6.5
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The
Purchaser shall use its best endeavours to arrange for the registration
with the SEC of the Consideration Shares in a timely fashion;
and
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6.6
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The
Purchaser has done and will do all such things, and has not failed
to do
and will not omit to do anything, including, without limitation,
in
relation to compliance with filing and other duties under the Securities
and Xxxxxxxx Xxx 0000 and rules and regulations thereunder, as
may be
necessary to enable the Purchaser to comply with its obligations
under
this Agreement and to enable the issue and delivery and sale of
the
Consideration Shares in accordance with the Agreement.
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7
Restrictive
Agreement
7 For
the
purpose of assuring to the Purchaser the full benefit of the business and
goodwill of the Company, each of the Vendors undertakes by way of further
consideration for the obligations of the Purchaser under this Agreement as
separate and independent agreements that the Vendors, other than as required
by
applicable law and regulations, will not:
7.1 at
any
time after the Completion Date disclose to any person or itself use for any
purpose, and shall use all reasonable endeavours to prevent the publication
or
disclosure of, any information concerning the business, accounts or finances
of
the Company or any of its clients' or customers' transactions or affairs
which
may, or may have, come to the Vendor’s knowledge;
8
7.2 for
a
period of two years after the Completion Date either on the Vendor’s own account
or for any other person directly or indirectly solicit, interfere with or
endeavour to entice away from the Company any person who to the Vendor’s
knowledge is now or has during the twelve months preceding the date of this
Agreement been a client, customer or employee of, or in the habit of dealing
with, the Company.
8
General
8.1 Other
than as required by applicable law or regulations, no announcement of any
kind
shall be made in respect of the subject matter of this Agreement
unless specifically agreed between the parties. Any announcement by either
party
shall in any event be issued only after prior consultation with the other
party.
8.2 This
Agreement shall be binding upon each party's successors and assigns and personal
representatives (as the case may be) but none of the rights of the parties
under
this Agreement or the Warranties may be assigned or transferred.
8.3 Save
where expressly otherwise provided, all expenses incurred by or on behalf
of the
parties, including all fees or agents, representatives, solicitors, accountants
and actuaries employed by any of them in connection with the negotiation,
preparation or execution of this Agreement shall be borne solely by the party
who incurred the liability and the Company shall not have any liability in
respect of them.
8.4 Time
shall be of the essence of this Agreement, both as regards the dates and
periods
specifically mentioned and as to any dates and periods which may by agreement
in
writing between or on behalf of the Vendors and the Purchaser be substituted
for
them.
8.5 Any
notice required to be given by any of the parties under this Agreement may
be
sent by first class post (or air mail if overseas) to the address of the
addressee as set out in this Agreement or to such other address as the addressee
may from time to time have notified for the purpose of this clause.
Communications sent by airmail postage shall be deemed to have been received
six
Business Days after posting with all applicable postage prepaid. In proving
service by post it shall only be necessary to prove that the communication
was
contained in an envelope which was duly addressed and posted, with all
applicable postage prepaid, in accordance with this clause.
8.6 The
Purchaser hereby irrevocably appoints the Purchaser’s Solicitors as its agent
for service of process in England in relation to any matter arising out of
this
Agreement or any other agreement or undertaking entered into pursuant to
or in
connection with this Agreement.
8.7 This
Agreement shall be governed by English law and the parties hereby submit
to the
non-exclusive jurisdiction of the English courts.
9
AS
WITNESS the
hands
of the parties hereto or their duly authorised representatives on the date
set
out above.
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SIGNED
ON BEHALF OF
AUTO
DATA NETWORK INC
(on
behalf of all of the Vendors)
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By: | /s/ |
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SIGNED
ON BEHALF OF
AFTERSOFT
GROUP, INC.
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By: | /s/ |
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10
SCHEDULE
1
Details
of DEALER SOFTWARE AND SERVICES LIMITED
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Company
number:
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03859570
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Date
of incorporation:
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15th
October, 1999
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Registered
office:
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Savannah
House
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00-00
Xxxxxxx XX Xx
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Xxxxxx,
XX0X 0XX
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Xxxxxx
Xxxxxxx
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Directors:
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Auto
Data Network Inc
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Secretary:
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Sterling
FCS Limited
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Subsidiaries:
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None
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Assets
:
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3,333
Ordinary A Shares of DCS Automotive
Limited
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11
SCHEDULE
2
Warranties
|
1.
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Corporate
Matters
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1.1
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The
information relating to the Company contained in Schedule 1 is
true.
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1.2
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The
Shares constitute the entire issued and allotted share capital
of the
Company (other than shares owned by the Purchaser, if
any).
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1.3
|
There
are no agreements or arrangements in force, other than this Agreement,
which grant to any person the right to call for the issue, allotment
or
transfer of any share or loan capital of the
Company.
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1.4
|
Save
for immaterial errors the register of members and other statutory
books of
the Company have been properly kept and contain an accurate and
complete
record of the matters with which they should deal; and no notice
or
allegation, that any of them is incorrect or should be rectified,
has been
received.
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1.5
|
All
returns, particulars, resolutions and documents required by the
Companies
Xxx 0000 to be filed with the Registrar of Companies in respect
of the
Company have been duly filed and were
correct.
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2.
|
Accounting
Matters
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All
the accounts, books, ledgers, and other financial records of the
Company
are in its possession and have been
maintained.
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3.
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Financial
Matters
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3.1
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The
Company has no capital commitments
outstanding.
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3.2
|
The
Company has not paid or declared any dividend or made any other
payment
which is, or is treated as, a distribution for the purposes of
ICTA Part
VI and Chapter II.
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3.3
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The
Company has not repaid, or become liable to repay, any indebtedness
in
advance of its stated maturity.
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3.4
|
There
are no liabilities (including contingent liabilities) which are
outstanding on the part of the Company other than those incurred
in the
ordinary course of trading.
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12
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3.5
|
None
of the facilities available to the Company is dependent on the
guarantee
or indemnity of, or any security provided by, a third
party.
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3.6
|
There
is not now outstanding in respect of the Company any guarantee,
or
agreement for indemnity or for suretyship, given by, or for the
accommodation of, the Company.
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3.7
|
The
amounts now due from debtors will be recoverable in full in the
ordinary
course of business, and in any event not later than twelve weeks
from the
date of this Agreement.
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3.8
|
There
is not now outstanding in respect of the Company any guarantee,
or
agreement for indemnity or for suretyship, given by, or for the
accommodation of, the Company.
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| 4. |
Taxation
Matters
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4.1
|
All
returns, computations and payments which should be, or should have
been,
made by the Company for any Taxation purpose have been made within
the
requisite periods and are up-to-date, correct and on a proper basis
and
none of them is, or is likely to be, the subject of any dispute
with the
Inland Revenue or other Taxation
authorities.
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4.2
|
The
Company has duly deducted and accounted for all amounts which it
has been
obliged to deduct in respect of Taxation and, in particular, has
properly
operated the PAYE system, by deducting tax, as required by law,
from all
payments made, or treated as made, to its employees or former employees,
and accounted to the Inland Revenue for all tax so deducted and
for all
tax chargeable on benefits provided for its employees or former
employees.
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4.3
|
The
Company is not, nor will become, liable to pay, or make reimbursement
or
indemnity in respect of, any Taxation (or amounts corresponding
thereto)
in consequence of the failure by any other person (not being a
group
company) to discharge that Taxation within any specified period
or
otherwise, where such Taxation relates to a profit, income or gain,
transaction, event, omission or circumstance arising, occurring
or deemed
to arise or occur (whether wholly or partly) on or prior to the
date of
this Agreement.
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4.4
|
The
Company has not incurred or is, or has become, liable to incur
expenditure
which will not be wholly deductible in computing its taxable profits
except for expenditure on the acquisition of an asset to be held
otherwise
than as stock-in-trade.
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4.5
|
The
Company has not made or agreed to make, a surrender of, or claim
for,
group relief pursuant to ICTA Pt X Ch IV (group relief) or is liable
to
make or entitled to receive a payment for group relief otherwise
than to
or from another group company.
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13
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4.6
|
The
execution or completion of this Agreement will not result in any
profit or
gain deemed to accrue to the Company for Taxation
purposes.
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4.7
|
The
Company has not in the six years ending on the date of this Agreement
carried out, or been engaged in, any transaction or arrangement
in respect
of which there may be substituted for the consideration given or
received
by such Company a different consideration for Taxation
purposes.
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4.8
|
The
Company has duly registered and is a taxable person for the purpose
of
value added tax and has not applied for treatment as a member of
a
group.
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5.
|
Trading
Matters
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5.1
|
The
business of the Company has been continued in the ordinary and
normal
course.
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5.2
|
The
Company is not, nor has agreed to become, a member of any joint
venture,
consortium, partnership or other unincorporated
association.
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5.3
|
The
Company is not engaged in any litigation or arbitration proceedings,
as
claimant or defendant; there are no such proceedings pending or
threatened, either by or against the
Company.
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5.4
|
There
is no dispute with any revenue or other official department in
the United
Kingdom or elsewhere, in relation to the affairs of the Company,
and there
are no facts which may give rise to any such
dispute.
|
|
5.4
|
There
are no claims pending or threatened, or capable of arising, against
the
Company, by an employee or xxxxxxx or third party, in respect of
any
accident or injury, which are not fully covered by
insurance.
|
|
5.5
|
The
Company has conducted and is conducting its business in all material
respects in accordance with all applicable laws and regulations,
whether
of the United Kingdom or elsewhere.
|
|
5.6
|
No
power of attorney given by the Company is in
force.
|
|
5.7
|
The
Company is not a party to any contract or arrangement which is
not of an
entirely arm's length nature.
|
|
5.8
|
There
are no outstanding authorities (express or implied) by which any
person
may enter into any contract or commitment to do anything on behalf
of the
Company.
|
|
5.9
|
The
Company is not, nor will with the lapse of time become in default
in
respect of any obligation or restriction binding upon
it.
|
14
|
6
|
Employment
Matters
|
|
6.1
|
Full
particulars of the identities, dates of commencement of employment,
or
appointment to office, and terms and conditions of employment of
all the
employees and officers of the Company, including without limitation
profit
sharing, commission or discretionary bonus arrangement have been
advised
to the Purchaser.
|
|
6.2
|
The
Company is not bound or accustomed to pay any monies other than
in respect
of remuneration, or emoluments of employment, or pension benefits,
to, or
for the benefit of, any officer or employee of the
Company.
|
|
6.3
|
The
Company is not under any legal or moral liability or obligation,
or a
party to any ex-gratia arrangement or promise, to pay pensions,
gratuities, superannuation allowances, or the like, or otherwise
to
provide 'relevant benefits' within the meaning of ICTA s 612, to
or for
any of its past or present officers or employees or their dependants;
and
there are no retirement benefit, or pension or death benefit, or
similar
schemes or arrangements in relation to, or binding on, the Company
or to
which the Company contributes.
|
|
7.
|
Asset
Matters
|
|
7.1
|
The
Company owns and has good and marketable title to all assets purported
to
be held by it.
|
|
7.2
|
The
plant, machinery, equipment, vehicles and other equipment used
in
connection with the business of the
Company:
|
| 7.2.1 |
are
in a good and safe state of repair and condition and satisfactory
working
order and have been regularly and properly
maintained;
|
| 7.2.2 |
are
the absolute property of the Company, save for those items in respect
of
which the outstanding payments do not exceed
£5,000;
|
| 7.2.3 |
are
not expected to require replacements or additions at a cost in
excess of
£10,000 within six months from the date of this
Agreement;
|
| 7.2.4 |
are
all capable, and (subject to normal wear and tear) will remain
capable,
throughout the respective periods of time during which they are
each
written down to a nil value in the accounts of the Company (in
accordance
with the normal recognised accountancy principles consistently
applied
prior to the date of this Agreement), of doing the work for which
they
were designed or purchased.
|
|
7.3
|
All
the stock-in-trade of the Company, and those of its other assets
and
undertakings which are of an insurable nature, are, and have at
all
material times been, insured in amounts representing their full
replacement or reinstatement value against fire and other risks
normally
insured against by persons carrying on the same business as that
carried
on by the Company.
|
15
|
7.4
|
The
Company is now, and has at all material times been, adequately
covered
against accident, damage, injury, third party loss (including product
liability) loss of profits and other risks normally insured against
by
persons carrying on the same business as that carried on by the
Company.
|
|
7.5
|
All
insurances are currently in full force and effect, and nothing
has been
done or omitted to be done which could make any policy or insurance
void
or voidable, or which is likely to result in an increase in
premium.
|
|
7.6
|
No
claim is outstanding, or may be made, under any of the insurance
policies
and no circumstances exist which are likely to give rise to a
claim.
|
|
8.
|
Property
Matters
|
|
8.1
|
The
Company has good and marketable title to all of its properties
which
comprise all the estate or interests of the Company in any land
or
premises.
|
|
8.2
|
The
Company has in its possession or under its control all duly stamped
deeds
and documents which are necessary to prove title to each of such
properties.
|
|
8.3
|
The
Company has duly and punctually performed and observed all covenants,
conditions, agreements, statutory requirements, planning consents,
by-laws, orders and regulations affecting any of such properties,
and no
notice of any breach of any such matter has been
received.
|
|
8.4
|
The
use of each of such properties is the permitted use for the purposes
of
the Town & Country Planning
Acts.
|
|
8.6
|
Such
properties have at all times been held by the Company as investments
and
not trading stock.
|
|
9.
|
Intellectual
Property Rights and Trade
Secrets
|
|
9.1
|
All
Intellectual Property rights used or acquired by the Company in
connection
with its business are in full force and effect and are vested in
and
beneficially owned by it.
|
|
9.2
|
No
right or licence has been granted to any person by the Company
to use in
any manner or to do anything which would or might otherwise infringe
any
of the Intellectual Property rights referred to above; and no act
has been
done or omission permitted by the Company whereby they or any of
them have
ceased or might cease to be valid and
enforceable.
|
|
9.4
|
The
business of the Company (and of any licensee under a licence granted
by
the Company) as now carried on does not and is not likely to infringe
any
Intellectual Property right of any other person (or would not do
so if the
same were valid) or give rise to a liability to pay compensation
pursuant
to the Patents Xxx 0000 Sections 40 and 41 and all licences to
the Company
in respect of any such Right are in full force and
effect.
|
16
|
9.5
|
The
Company has not (otherwise than in the ordinary and normal course
of
business) disclosed or permitted to be disclosed or undertaken
or arranged
to disclose to any person other than the Purchaser any of its know-how,
trade secrets, confidential information, price lists or lists of
customers
or suppliers.
|
|
9.6
|
The
Company is not a party to any secrecy agreement or agreement which
may
restrict the use of disclosure of
information.
|
|
9.7
|
Nothing
has been done or omitted by the Company which would enable any
licensee
under a licence granted by the Company to be terminated or which
in any
way constitutes a breach of terms of any
licence.
|
|
10.
|
General
Matters
|
|
10.1
|
So
far as the Vendors are aware, all information given by the Vendors,
or the
Vendors' accountants to the Purchaser, or the Purchaser's accountants
relating to the business, activities, affairs, or assets or liabilities
of
the Company was, when given, and is now accurate and comprehensive
in all
respects.
|
|
10.2
|
To
the best of the Vendors' knowledge, there are no material facts
or
circumstances, in relation to the assets, business or financial
condition
of the Company, which have not been fully and fairly disclosed
in writing
to the Purchaser and which, if disclosed, might reasonably have
been
expected to affect the decision of the Purchaser to enter into
this
Agreement.
|
17
