No Target Group. Company has been a party to a “relevant transfer” (as defined in the Transfer of Undertakings (Protection of Employment) Regulations 2006) at any time during the period of three years immediately preceding the date of this Agreement and no Employees have had their Employee Agreements varied for any reason as a result of or connected to such a relevant transfer.
No Target Group. Company has waived any of its rights under, or amended or otherwise modified the material terms of, any Material Contract, except in writing and as disclosed to the Buyer in the Disclosure Letter in respect of this Warranty.
No Target Group. Company (i) has been a member of an affiliated group or filed or been included in a combined, consolidated or unitary income Tax Return for United States income tax purposes, (ii) has any liability for Taxes of another Person under Section 1.1502 6 of the Treasury Regulations (or any similar provision of state or local law), as a transferee or successor, by contract or otherwise or (iii) is a party to or bound by, or liable for any Taxes as a result of, any Tax allocation or sharing agreement.
No Target Group. Company operates a profit-related pay scheme as defined in Section 169 ICTA or any approved or unapproved share option scheme or an approved profit sharing scheme for the purposes of Sections 185 and 186 ICTA or otherwise.
No Target Group. Company has given a power of attorney or any other authority (express, implied or ostensible) which is still outstanding or effective to any person to enter into any contract or commitment or to do anything on its behalf.
No Target Group. Company owns or has agreed to acquire, any asset, nor has any Target Group Company received or agreed to receive any services or facilities (including without limitation the benefit of any loan or advance or any licences or agreements), from any employee, director, officer or consultant of or to any Target Group Company or any of their connected persons which is not contracted to be provided or acquired in any agreement disclosed in the Disclosure Letter or the consideration for the acquisition or provision of which was or will be in excess of its market value, or otherwise than on an arm's length basis.
No Target Group. Company has either disposed or agreed to dispose of any asset, nor has any Target Group Company provided or agreed to provide any services or facilities (including without limitation the benefit of any loan or advance or any licences or agreements), to any employee, director, officer or consultant of or to any Target Group Company or any of their connected persons which is not contracted to be disposed of or provided in any agreement disclosed in the Disclosure Letter or the consideration for the disposal or provision of which was or will be less than its market value, or otherwise than on an arm's length basis. 97 97
No Target Group. Company owns or has any interest of any nature whatsoever in any shares, debentures or other securities issued by any undertaking other than, in respect of the Target Holding Company, its equity interests in the Target Company.
No Target Group. Company owns in whole or in part real property (Grundstücke), condominium (Wohnungseigentum), any rights similar to real property (grundstücksgleiche Rechte) including hereditary building rights (Erbbaurechte), usufruct of real property (Nießbrauch), and buildings on third party property (Bauten auf fremden Grundstücken).
No Target Group. Company has accrued a reserve for re-investments or has otherwise transferred capital gains by way of a roll-over Relief under the current § 6b of the Income Tax Act (EStG) within 8 years prior to the Closing Date.
