Common use of Contractual Matters Clause in Contracts

Contractual Matters. 9.1 Effect of executing this agreement So far as the Sellers are aware, the execution of and compliance with the terms of this agreement will not: (a) conflict with or result in a breach of the terms of any subsisting agreement, arrangement or instrument binding on the Company; (b) cause the Company to lose the benefit of any right, licence or privilege it enjoys at present; (c) relieve any person of any obligation to the Company (whether contractual or otherwise) or enable any person to determine such obligation or any right or benefit enjoyed by the Company or to exercise any right under an agreement with the Company; (d) result in any liability of the Company being created or increased. 9.2 Relationships With Suppliers, Distributors and Customers No material Supplier or Distributor has advised the Company of any dissatisfaction with its relationship with the Company or any of its directors or employees, except for such dissatisfaction which, in relation to an individual matter would involve a potential direct Loss not to exceed £10,000, or in the aggregate (for all Suppliers, Distributors and Customers) involves potential direct Losses not to exceed £100,000. All sales data, whether provided in the Managements Accounts or otherwise, are based upon sales conducted strictly in accordance with the product manufacturers’ rules and regulations for sale of its products (which are regularly enforced by that manufacturer) 9.3 Characteristics of contracts There is not outstanding any contract, liability or arrangement to which the Company is a party and by which it is legally bound which: (a) is outside the ordinary course of business of the Company; (b) is of a long-term nature (that is to say, unlikely to be fully performed within six months of it being entered into); (c) upon completion by the Company of its work or the performance of its other obligations under it, so far as the Sellers are aware is likely to result in a loss for the Company which is not fully provided for in the Last Accounts or which either is not expected to make a normal profit margin or involves an abnormal degree of risk; (d) requires the Company to give more than 60 days’ notice to effect its termination; (e) is of an onerous nature or cannot be duly observed and performed by the Company without an unusual commitment of money or resources in the context of the business of the Company; (f) involves any payments to be made by the Company by reference to fluctuations in the Retail Prices Index or any other variable index; (g) requires or involves or is likely to require or involve expenditure by the Company of in excess of £50,000; (h) is otherwise than by way of a bargain at arm’s length; (i) is one pursuant to which the Company has sold or otherwise disposed of any company or business in circumstances such that it remains subject to any liability (whether contingent or otherwise) which is not fully provided for in the Last Accounts; (j) is a currency and/or interest rate swap agreement, asset swap, future rate or forward rate agreement, interest cap, collar and/or floor agreement or other exchange or rate protection transaction or combination thereof or any option with respect to any such transaction or any other similar transaction to which the Company is a party; (k) so far as the Sellers are aware restricts the Company’s freedom of action in relation to its normal business activities; (l) otherwise than in the ordinary course of business is one under which the Company is liable to maintain, repair, service or replace any goods supplied by it; (m) requires the supply of goods and/or services by or to the Company, the aggregate value of which exceeds five per cent of the total value of all supplies of goods and/or services made to or by the Company in its last completed Financial Year; (n) is a bid, tender, proposal or offer which, if accepted, would result in the Company becoming a party to any agreement or arrangement, otherwise than in the ordinary course of business, of a kind described in any of paragraphs 9.3(a) to 9.3(m) above. 9.4 Compliance with contractual terms With respect to each contract, liability or arrangement to which the Company is a party and by which it is legally bound: (a) the Company has duly performed and complied in all material respects with each of its obligations thereunder; (b) there has been no material delay, negligence or other default on the part of the Company and so far as the Sellers are aware no event has occurred which, with the giving of notice or passage of time, may constitute a default thereunder; (c) so far as the Sellers are aware there are no grounds for rescission, avoidance, repudiation or termination and the Company has not received any notice of termination; and (d) so far as the Sellers are aware, none of the other parties thereto is in default or is likely to become in default thereunder. 9.5 Contracts - connected persons (a) There is not outstanding and there has not at any time been outstanding any agreement, arrangement or understanding (whether legally enforceable or not) to which the Company is a party and in which: (i) any director or former director of the Company or any connected person is or has been interested, whether directly or indirectly; or (ii) any of the Sellers are interested. (b) The Company is not a party to, nor have its profits or financial position in each of the three Financial Years ended on the Last Accounting Date been affected by, any agreement or arrangement which is not entirely of an arm’s length nature. (c) The Company does not: (i) receive any supply of goods or services from the Sellers; or (ii) depend in any material respect upon the use of assets owned by, or facilities or services provided by, the Sellers, the cessation of which would adversely affect the Company or the replacement of which would require effort or expenditure by the Company.

Contractual Matters. 9.1 Effect of executing this MATERIAL CONTRACTS 8.1 Save for the Restructuring Agreements and the Connected Transactions, there is not outstanding any agreement So far as the Sellers are aware, the execution of and compliance with the terms of this agreement will notor arrangement to which any Target Company is a party: (a) conflict with which, by virtue of the acquisition of the Target BVI Shares by the Purchaser or result in a breach other performance of the terms of this Agreement, will result in: (i) any subsisting agreement, other party being relieved of any obligation or becoming entitled to exercise any right (including any right of termination or any right of pre-emption or other option); or (ii) any Target Company being in default under any such agreement or arrangement or instrument binding on the Companylosing any benefit, right or licence which it currently enjoys or in a liability or obligation of any Target Company being created or increased; (b) cause to which any Vendor Group Company is a party or in which any Vendor Group Company or any connected person (as defined under the Company to lose the benefit of Listing Rules) is interested or from which any rightsuch person takes benefit, licence whether directly or privilege it enjoys at presentindirectly; (c) relieve any person of any obligation to the Company (whether contractual or otherwise) or enable any person to determine such obligation or any right or benefit enjoyed by the Company or to exercise any right under an agreement with the Company; (d) result in any liability of the Company being created or increased. 9.2 Relationships With Suppliers, Distributors and Customers No material Supplier or Distributor has advised the Company of any dissatisfaction with its relationship with the Company or any of its directors or employees, except for such dissatisfaction which, in relation to an individual matter would involve a potential direct Loss not to exceed £10,000, or in the aggregate (for all Suppliers, Distributors and Customers) involves potential direct Losses not to exceed £100,000. All sales data, whether provided in the Managements Accounts or otherwise, are based upon sales conducted strictly in accordance with the product manufacturers’ rules and regulations for sale of its products (which are regularly enforced by that manufacturer) 9.3 Characteristics of contracts There is not outstanding any contract, liability or arrangement to which the Company is a party and by which it is legally bound which: (a) is outside the ordinary course of business of the Company; (b) is of a long-term nature (that is to say, unlikely to be fully performed within six months of it being entered into); (c) upon completion by the Company of its work or the performance of its other obligations under it, so far as the Sellers are aware is likely to result in a loss for the Company which is not fully provided for in the Last Accounts or which either is not expected to make a normal profit margin or involves an abnormal degree of risk; (d) requires the Company to give more than 60 days’ notice to effect its termination; (e) is of an onerous nature or cannot be duly observed and performed by the Company without an unusual commitment of money or resources in the context of the business of the Company; (f) involves any payments to be made by the Company by reference to fluctuations in the Retail Prices Index or any other variable index; (g) requires or involves or is likely to require or involve expenditure by the Company of in excess of £50,000; (h) is into otherwise than by way of a bargain at arm’s length's length and on commercial terms; (id) is one which establishes any guarantee, indemnity, suretyship, form of comfort or support (whether or not legally binding) given by any Target Company in respect of the obligations or solvency of any third party; (e) pursuant to which the any Target Company has sold or otherwise disposed of any company or business in circumstances such that it remains subject to any liability (whether contingent or otherwise) which is not fully provided for in the its Last Accounts; (jf) which, upon completion by a Target Company of its work or the performance of its other obligations under it, is likely to result in a currency and/or interest rate swap agreementloss for that Target Company which is not fully provided for in its Last Accounts or which either is not expected to make a normal profit margin or involves an abnormal degree of risk; (g) which establishes any joint venture, asset swapconsortium, future rate partnership or forward rate agreement, interest cap, collar and/or floor profit (or loss) sharing agreement or other exchange or rate protection transaction or combination thereof or any option with respect to any such transaction or any other similar transaction arrangement to which the any Target Company is a party; (k) so far as the Sellers are aware restricts the Company’s freedom of action in relation to its normal business activities; (l) otherwise than in the ordinary course of business is one under which the Company is liable to maintain, repair, service or replace any goods supplied by it; (m) requires the supply of goods and/or services by or to the Company, the aggregate value of which exceeds five per cent of the total value of all supplies of goods and/or services made to or by the Company in its last completed Financial Year; (n) is a bid, tender, proposal or offer which, if accepted, would result in the Company becoming a party to any agreement or arrangement, otherwise than in the ordinary course of business, of a kind described in any of paragraphs 9.3(a) to 9.3(m) above. 9.4 Compliance with contractual terms With respect to each contract, liability or arrangement to which the Company is a party and by which it is legally bound: (a) the Company has duly performed and complied in all material respects with each of its obligations thereunder; (b) there has been no material delay, negligence or other default on the part of the Company and so far as the Sellers are aware no event has occurred which, with the giving of notice or passage of time, may constitute a default thereunder; (c) so far as the Sellers are aware there are no grounds for rescission, avoidance, repudiation or termination and the Company has not received any notice of termination; and (d) so far as the Sellers are aware, none of the other parties thereto is in default or is likely to become in default thereunder. 9.5 Contracts - connected persons (a) There is not outstanding and there has not at any time been outstanding any agreement, arrangement or understanding (whether legally enforceable or not) to which the Company is a party and in which: (ih) any director or former director power of the attorney given by any Target Company or any connected person is or has been interested, whether directly or indirectly; or (ii) any of the Sellers are interested. (b) The Company is not a party to, nor have its profits or financial position in each of the three Financial Years ended on the Last Accounting Date been affected by, any agreement or arrangement which is not entirely of an arm’s length nature. (c) The Company does not: (i) receive any supply of goods or services from the Sellers; or (ii) depend in any material respect upon the use of assets owned by, or facilities or services provided by, the Sellers, the cessation of other authority which would adversely affect the enable any person not employed by any Target Company to enter into any contract or the replacement commitment on behalf of which would require effort or expenditure by the any Target Company.;