Liabilities and Commitments. 12.1 The Company is not a party to or subject to any agreement, transaction, obligation, commitment, understanding, arrangement or liability which: 12.1.1 is (in the case of a contract with a customer) incapable of complete performance in accordance with its terms within 24 months after the date on which it was entered into or undertaken; 12.1.2 is (in the case of a contract with a supplier) incapable of complete performance in accordance with its terms within six months after the date on which it was entered into or undertaken; 12.1.3 is likely to result in a loss to the Company on completion of performance; 12.1.4 cannot readily be fulfilled or performed by the Company on time without unusual expenditure of money and effort; 12.1.5 may be terminated or cease to be performed by any counterparty without notice or by giving three months’ notice or less; 12.1.6 involves or is likely to involve obligations, restrictions or expenditure of an unusual, onerous or exceptional nature; 12.1.7 involves or is likely to involve the supply of goods or services by or to the Company the aggregate sales value of which will represent more than 5% of the turnover of the Company for its last financial year; 12.1.8 requires the Company to pay any, finders’ fee, royalty or commission; 12.1.9 requires the Company, or under which the Company is or may become liable, to make any investment (as defined in Part III of the Financial Services and Markets Act 2000 (Regulated Activities) Order 2001 (as amended from time to time)) with, or to deposit any money with, or to provide any loan or financial accommodation or credit (other than normal trade credit) to any person, or to subscribe, convert, acquire, dispose of or underwrite any investment; 12.1.10 in any way restricts the Company’s freedom to carry on the whole or any part of its business in any part of the world in such manner as it thinks fit; 12.1.11 is an agreement or arrangement otherwise than by way of bargain at arm’s length; or 12.1.12 is in any way otherwise than in the ordinary and proper course of the Company’s business. 12.2 Neither the Company nor any other party to any agreement with the Company is in default under any such agreement nor (so far as the Warrantors are aware) are there any circumstances likely to give rise to such a default and none of the Warrantors are aware of the invalidity of or grounds for rescission, avoidance or repudiation of any of such agreements or any allegation of such a thing, and the Company has not received notice of any intention to terminate any of such agreements. 12.3 The Company is not a party to, nor have its profits or financial position since the Accounts Date been affected by, any agreement or arrangement which is not entirely of an arm’s length nature. 12.4 No offer, tender or the like is outstanding which is capable of being converted into any obligation of the Company by an acceptance or other act of some other person. 12.5 The Company has not entered into any indemnity, guarantee or covenant under which the Company has agreed to pay or discharge any other person’s liability to Tax (or any amount equivalent to Tax).
Appears in 1 contract
Liabilities and Commitments. 12.1 The Company is not a party to or subject to any agreement, transaction, obligation, commitment, understanding, arrangement or liability (other than a contract for the supply of electricity, gas or water or normal office services) so far as the Warrantors are aware currently in force which:
12.1.1 is (in the case of a contract with a customer) incapable of complete performance of the material obligations of the Company in accordance with its terms within 24 36 months after the date on which it was entered into or undertaken;
12.1.2 is (in the case of a contract with a supplier) incapable of complete performance in accordance with its terms within six months after the date on which it was entered into or undertaken;
12.1.3 is likely to result in a loss to the Company on completion of performance;
12.1.4 12.1.3 cannot readily be fulfilled or performed by the Company on time without unusual expenditure of money and effort;
12.1.5 12.1.4 may be terminated or cease to be performed by any counterparty without notice or by giving three months’ notice or less;
12.1.6 12.1.5 involves or is likely to involve obligations, restrictions restrictions, expenditure or expenditure receipts of an unusual, onerous or exceptional nature;
12.1.7 12.1.6 involves or is likely to involve the supply of goods or services by or to the Company the aggregate sales value of which will represent more than 5% five per cent. of the turnover of the Company for its last financial year;
12.1.8 12.1.7 requires the Company to pay any, finders’ fee, royalty royalty, brokerage or commission;
12.1.9 requires the Company, or under which the Company is or may become liable, to make any investment (as defined in Part III of the Financial Services and Markets Act 2000 (Regulated Activities) Order 2001 (as amended from time to time)) with, or to deposit any money with, or to provide any loan or financial accommodation or credit (other than normal trade credit) to any person, or to subscribe, convert, acquire, dispose of or underwrite any investment;
12.1.10 12.1.8 in any way restricts the Company’s freedom to carry on the whole or any part of its business in any part of the world in such manner as it thinks fit;
12.1.11 12.1.9 is an agreement or arrangement otherwise than by way of bargain at arm’s length; or
12.1.12 12.1.10 is in any way otherwise than in the ordinary and proper course of the Company’s business.
12.2 Neither the Company nor any other party to any agreement with the Company is in default under any such agreement nor (nor, so far as the Warrantors are aware) , are there any circumstances likely to give rise to such a default and none of the Warrantors are aware of the invalidity of or grounds for rescission, avoidance or repudiation of any of such agreements or any allegation of such a thing, and the Company has not received notice of any intention in writing to terminate any of such agreements.
12.3 The Company is not a party to, nor have its profits or financial position since the Accounts Date been affected by, any agreement or arrangement which is not entirely of an arm’s length nature.
12.4 No offer, tender or the like is outstanding which is capable of being converted into any an obligation of the Company that would exceed over $100,000 of income for the Company or would involve expenditure of over $100,000 by the Company by an acceptance or other act of some other person.
12.5 The Company has not entered into any indemnity, guarantee or covenant under which the Company has agreed to pay or discharge any other person’s liability to Tax (or any amount equivalent to Tax).
Appears in 1 contract