Common use of Contractual Matters Clause in Contracts

Contractual Matters. 8.1 Save where the relevant Material Agreements are not in writing, true, complete and accurate copies of all Material Agreements have been disclosed in the Data Room. 8.2 The only Material Agreements that are not in writing are those between a Target Company and the following suppliers: (a) Performing Rights Society; (b) the Department of Energy and Climate; (c) Altavia Recruitment Limited; (d) Acorn Recruitment Limited; (e) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Limited. 8.3 The Management Shareholders have no knowledge of the invalidity or unenforceability of, or a ground for termination, avoidance or repudiation of any Material Agreement. No party to a Material Agreement has given written notice of its intention to terminate, or has sought to repudiate or disclaim that Material Agreement. 8.4 No Target Company is and so far as the Management Shareholders are aware, no other party to a Material Agreement is in material breach of that Material Agreement and, so far as the Management Shareholders are aware, no matter exists which might give rise to such breach, in each case as would have or might reasonably be expected to have a material adverse effect on the operations or business of the Target Group. 8.5 No Target Company is, and so far as the Management Shareholders are aware, no other party to a Material Agreement is, in breach of any Material Agreement which would have a material adverse effect on the operations or business of the Target Group and, so far as the Management Shareholders are aware, no matter exists which would or might reasonably be expected to give rise to such breach. 8.6 All Material Agreements entered into by the Target Group at any time in the past two (2) years have been entered into on an arm’s-length basis. 8.7 All agreements between the Target Group and any Related Person of the Seller which have been entered into at any time in the past two (2) years, or earlier if still subsisting or pursuant to which the Target Group has continuing obligations or liabilities, have been entered into on an arms’ length basis. 8.8 Save as Disclosed in the VDD Reports and the Data Room, there is not outstanding any guarantee, indemnity or suretyship given by or for the benefit of any Target Company which is material to the Target Group or the operations of the Target Group, taken as a whole. 8.9 In respect of the DSDAs: (a) each of the DSDAs are agreements on terms that have substantively the same commercial and legal effect as described in Document 6.5.5 of the Data Room index; (b) so far as the Management Shareholders are aware, there are no facts or circumstances which would give rise to the ability of one or more third parties to terminate any of the DSDAs as a result of the transactions contemplated by the Transaction Documents; and (c) so far as the Management Shareholders are aware, there are no outstanding VPF refunds (as defined in Data Room document 6.5.5 in the Data Room) and no refunds are likely to be claimed by the Major Studios (as that term is defined in document 6.5.5 in the Data Room) under the terms of the DSDAs. 8.10 So far as the Management Shareholders are aware, all invoices have been paid and the completion of the relevant notices have taken place relating to Performing Rights Society (PRS) for 2015 and 2016 to ensure that all premises in the UK are covered in respect of PRS as may be required under Applicable Law. 8.11 So far as the Management Shareholders are aware, all licence fees payable to the UK Cinema Association in relation to Phonographic Performance Limited (PPL) have been paid and are up to date to ensure that all premises in the UK are covered in respect of PPL as may be required under Applicable Law.

Contractual Matters. 8.1 Save where the relevant Material Agreements are not in writing, true, complete and accurate copies of all Material Agreements have been disclosed in the Data Room. 8.2 The only Material Agreements that are not in writing are those between a Target Company and the following suppliers: (a) Performing Rights Society; (b) The Subsidiary has made available to the Department of Energy and Climate; (c) Altavia Recruitment Limited; (d) Acorn Recruitment Limited; (e) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Limited. 8.3 The Management Shareholders have no knowledge Purchaser copies of the invalidity or unenforceability of, or a ground for termination, avoidance or repudiation contracts and agreements which are material to the business of any Material Agreement. No party to a Material Agreement has given written notice of its intention to terminate, or has sought to repudiate or disclaim that Material Agreement. 8.4 No Target Company is and so far the Subsidiary which have been entered into by the Subsidiary as specified in the Management Shareholders are aware, no other party to a Material Agreement is in material breach of that Material Agreement Disclosure Letter and, so far as the Management Shareholders are Vendor is aware, no matter exists which might give rise to third party is in default under any of such breach, in each case as would have or might reasonably be expected to have a material adverse effect on the operations or business of the Target Group. 8.5 No Target Company is, and so far as the Management Shareholders are aware, no other party to a Material Agreement is, in breach of any Material Agreement which contracts where such default would have a material adverse effect on the operations or business of the Target ▇▇▇ Group and, so far as the Management Shareholders are Vendor is aware, no matter exists which would such agreements and contracts have not been terminated or might reasonably be expected to give rise to varied in any material respect since such breachcopies were so made available. 8.6 All Material Agreements entered into by (b) Save as disclosed, the Target Group at Company and the Subsidiary have not received written notification of any time claim for breach of contract in respect of the past two (2) years contracts and agreements referred to above and no litigation or similar proceedings have been entered into instituted nor, so far as the Vendor is aware, is any third party in default under any of such contracts where such default would have a material adverse effect on an arm’s-length basisthe ▇▇▇ Group. 8.7 All agreements between the Target Group and any Related Person of the Seller which have been entered into at any time in the past two (2c) years, or earlier if still subsisting or pursuant to which the Target Group has continuing obligations or liabilities, have been entered into on an arms’ length basis. 8.8 Save as Disclosed in the VDD Reports and the Data Roomdisclosed, there is not outstanding any guarantee, indemnity or suretyship given by either the Company or for the benefit Subsidiary in respect of any Target Company which is material obligation of any third party. (d) Except as set out in the document attached as Schedule 4 to the Target Disclosure Letter, the Subsidiary is not prohibited by contract from selling its top 23 products (being those products listed in the document attached as Schedule 5 to the Disclosure Letter) anywhere in the world. (e) The document attached as Schedule 6 to the Disclosure Letter contains a complete list of all material contracts between each ▇▇▇ Group or the operations Company and any member of the Target Vendor's Group, taken as a whole. 8.9 In respect (f) The document attached as Schedule 7 to the Disclosure Letter contains a complete list of all material contracts which, by virtue of the DSDAs:acquisition of the Shares by the Purchaser, will result in any other party becoming entitled to exercise any right of termination. 12. Litigation and Regulatory matters (a) each Save as disclosed, the Company or the Subsidiary is not engaged in, and, so far as the Vendor is aware, has not been threatened in writing with, any litigation or arbitration or similar proceedings which, if adversely determined, individually or collectively are regarded or ought reasonably to be regarded by the Vendor as likely to have a material adverse effect on the financial position of the DSDAs are agreements on terms that have substantively the same commercial and legal effect as described in Document 6.5.5 of the Data Room index;▇▇▇ Group. (b) Save as disclosed, the ▇▇▇ Group has, so far as the Management Shareholders are Vendor is aware, there are no facts or circumstances which would give rise to the ability of one or more third parties to terminate any of the DSDAs as a result of the transactions contemplated by the Transaction Documents; andin all material respects conducted its business and corporate affairs in accordance with all applicable laws and regulations. (c) Save as disclosed, so far as the Management Shareholders are Vendor is aware, there are no outstanding VPF refunds (as defined in Data Room document 6.5.5 the ▇▇▇ Group has obtained all material licences, permissions, authorisations and consents required for the carrying on of its business in the Data Roomplaces and the manner in which such business is now carried on; and (d) and no refunds are likely to be claimed by the Major Studios (Save as that term is defined in document 6.5.5 in the Data Room) under the terms of the DSDAs. 8.10 So disclosed, so far as the Management Shareholders are Vendor is aware, all invoices have been paid no state or official investigation or enquiry concerning the ▇▇▇ Group is in progress. (e) The document attached as Schedule 8 to the Disclosure Letter contains a substantially complete list, by product and country, of those foreign product registrations for the completion top 23 products of the relevant notices have taken place relating to Performing Rights Society (PRS) for 2015 and 2016 to ensure that all premises in the UK are covered in respect of PRS as may be required under Applicable Law. 8.11 So Subsidiary which, so far as the Management Shareholders are Vendor is aware, all licence fees payable are registered as at the date of this Agreement, where the consequences of such product registrations not being registered would be materially adverse to the UK Cinema Association in relation to Phonographic Performance Limited (PPL) have been paid and are up to date to ensure that all premises in the UK are covered in respect of PPL as may be required under Applicable Law▇▇▇ Group.