Common use of CONTRACTS, COMMITMENTS, ETC Clause in Contracts

CONTRACTS, COMMITMENTS, ETC. 5.1 No member of the ICI Group is in default in any material respect under any Material Contract nor, so far as the Warrantor is aware, are there any circumstances likely to give rise to any such default. So far as the Warrantor is aware, no party with whom any member of the ICI Group has entered into any of the Material Contracts is in default under it and, so far as the Warrantor is aware, there are no circumstances likely to give rise to such a default. 5.2 There is no Material Contract outstanding in relation to the Business: Back to Contents (a) which was entered into other than in the ordinary course of business; (b) in respect of which any material liability, obligation or commitment on the part of any member of the ICI Group is incapable of performance in accordance with its terms within twelve months of it being entered into; (c) which is or may become terminable as a result of the sale of the Business, the Business Assets or the Shares as contemplated by the terms of this Agreement or which includes any provision in respect of a change of control or management of the Business or any of the Business Assets; (d) which requires either party to give in excess of 180 days’ notice to effect its termination; (e) in respect of which any consent is required or any notice has to be given or other action taken as a result of the entering into or implementation of this Agreement; (f) under which the goods or services are to be sold or supplied to, or purchased or taken from, or provided by, any person on a sole or exclusive basis; (g) under which any member of the ICI Group (other than the Companies) acts or is to act as sales agent, distributor or franchisee or in any substantially similar capacity; (h) the performance of which is guaranteed or otherwise by a member of the ICI Group; or (i) which is a contract of guarantee, indemnity or suretyship. 5.3 The Warrantor is not aware of the invalidity of or any grounds for rescission, avoidance or repudiation of any Material Contract and has received no notice of any intention to terminate any Material Contract.

CONTRACTS, COMMITMENTS, ETC. 5.1 No 6.1 None of the Companies or the Business Sellers, nor any other member of the ICI Group is in default or, if a notice were given, would be in default in any material respect under any Material Contract nor have any of them received written notice of any circumstances which give rise to any such default nor, so far as the Warrantor is aware, are there do any circumstances likely exist which could reasonably be expected to give rise to any such default. So far as the Warrantor is aware, no party with whom any member of the ICI Group has entered into any of the Material Contracts is in default under it and, so far as the Warrantor is aware, there are no circumstances likely to give rise to such a default. 5.2 6.2 There is no Material Contract outstanding in relation to the Business: Back to ContentsContract: (a) which was entered into other than in the ordinary course of businessbusiness and on arm’s length terms; (b) in respect of which any material liability, obligation is or commitment on the part of any would become terminable by a third party (not being a member of the ICI Group is incapable of performance in accordance with its terms within twelve months of it being entered into; (cGroup) which is or may become terminable as a result of the sale of the Business, the Business Assets or the Shares as contemplated by the terms of this Agreement or which includes any provision in respect of a change of control other transaction contemplated by the other Transaction Documents or management of the Business or any of the Business AssetsAncillary Agreements; (dc) which requires either party to give in excess of 180 120 days’ ' notice to effect its termination; (ed) in respect of which any consent is required for the assignment thereof or any notice or security has to be given or other action taken payment made as a result of the entering into or implementation of this Agreement;, the other Transaction Documents or any of the Ancillary Agreements; or (fe) under which the goods or services are to be sold or supplied to, or purchased or taken from, or provided by, any person on a sole or exclusive basis. 6.3 There is no contract, agreement or other contractually binding arrangement (and for the purposes of this Warranty "material in the context of the Business when taken as a whole" or "a material adverse effect" shall mean that there has been an impact on the revenue of the Business of at least one million U.S. dollars (U.S. $1,000,000)): (a) in respect of which any liability, obligation or commitment which is material in the context of the Business when taken as a whole on the part of a Company or any member of the ICI Group is incapable of performance in accordance with its terms within twelve (12) months of it being entered into; Back to Contents (b) which involves individual expenditure in excess of one million U.S. dollars (U.S. $1,000,000) or aggregate expenditure or other liability in any twenty-four (24) month period by the relevant Business Seller or Company of one million U.S. dollars (U.S. $1,000,000); (gc) that restricts or will, following Completion, restrict the freedom of the Companies or any Purchasing Company to engage in any activity or business or confine its activity or business to a particular place which restriction is material in the context of the Business in the U.S., Canada or Europe (as a whole); (d) under which any member of the ICI Group (other than the Companies) acts or is to act as sales agent, distributor or franchisee or in any substantially similar capacitycapacity in any Specified Territory in which the overall sales turnover by such sales agent, distributor or franchisee is in excess of $250,000; (he) which is an agreement or contractually binding arrangement relating to any joint venture or partnership; (f) which is an agreement or contractually binding arrangement relating to any consortium or association (other than a bona fide trade association) which is material in the context of the Business when taken as a whole; and (g) which is a contract of guarantee or suretyship in support of the obligations of a third party not being a member of the ICI Group (excluding for the avoidance of doubt any Guarantee). 6.4 No written notice of any intention to terminate, rescind, repudiate or avoid any Material Contract has been given by any party to a Material Contract and, so far as the Warrantor is aware, no grounds exist for the rescission, avoidance, termination (other than pursuant to a right to give notice of a period of time specified by the terms thereof otherwise than for breach) or repudiation of any such Material Contract. 6.5 Complete and accurate copies of the standard terms and conditions of sale and purchase of the Companies and of the Business Sellers (relating to the Business) for the purchase and/or sale of goods, services and materials in force at the date of this Agreement are disclosed in the Disclosure Letter or the Disclosure Documents. 6.6 Complete and accurate copies of all Material Contracts, the terms of which are recorded in a written document signed on behalf of each party to such Contract, and, in respect of Material Contracts which are not so recorded, an accurate and not misleading written summary setting out: (i) the performance parties to such Contract; (ii) which product(s) or service(s) the Contract relates to; (iii) the location at which delivery takes place or services are performed; (iv) any binding commitment to purchase or sell minimum quantities or volumes of product(s) or service(s) under such Contract (v) any binding maximum limits on the quantities or volumes of product(s) or service(s) to be purchased or sold under such Contract (vi) any binding term and termination provisions (vii) in relation to any such Contract with customers of the Business, an indication of which of the categories listed below best describes the applicable pricing mechanism under such Contract and (viii) unless otherwise disclosed against Warranty 6.2 or 6.3, any other binding terms which are unusual or Back to Contents unique and which are material are disclosed in the Disclosure Letter or the Disclosure Documents. For the purposes of disclosure against part (vii) of this Warranty 6.6, the categories are as follows: Market Pricing - if prices under the Contract are freely negotiated on an order by order, monthly or quarterly basis; Fixed Pricing - if prices under the Contract are fixed for a period in excess of 6 months; Market Pricing with Caps - if prices under the Contract are subject to a maximum price for a period in excess of 6 months; Formula Pricing - if prices under the Contract move with raw materials or market indicators in a formulaic way; MFN - if the Contract requires that the customer is guaranteed entitled to enjoy the same pricing as the best pricing offered by the Business to another customer. 6.7 There is no agreement or otherwise by contractually binding arrangement in force to which a Business Seller, in relation to the Business or a Company, and a director or former director of any member of the ICI Group (or so far as the Warrantor is aware a person connected with any of them (other than a member of the ICI Group; or (i)) which is a contract of guarantee, indemnity or suretyshipparty. 5.3 The Warrantor is not aware 6.8 Except for a guarantee or warranty implied by law or contained in any standard terms of business of the invalidity Business, no Business Seller in connection with the operation of the Business nor either of the Companies has in the two (2) years immediately preceding the date of this Agreement given a guarantee or any grounds for rescission, avoidance warranty or repudiation made a representation or accepted an obligation in respect of any Material Contract and has received no notice goods supplied or agreed to be supplied by it which would require a payment to be made which would be regarded as unusual or excessive in light of any intention to terminate any Material Contractguarantees or warranties ordinarily given or obligations ordinarily accepted in the industry.