Liabilities and Commitments. 12.1 The Company is not a party to or subject to any material 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 twenty-four (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 (6) 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 for convenience 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 five per cent. 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 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; 12.1.10 is an agreement or arrangement otherwise than by way of bargain at arm’s length; or 12.1.11 is in any way otherwise than in the ordinary and proper course of the Company’s business. 12.2 Neither the Company nor, so far as the Warrantors are aware, 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 written allegation of such a thing, and the Company has not received written 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 materially affected by, any agreement or arrangement which is not entirely of an arm’s length nature. 12.4 No offer, tender or the like of at least £25,000 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 So far as the Warrantors are aware, 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).
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Liabilities and Commitments. 12.1 The contracts listed in Schedule 11:
12.1.1 comprise all of the subsisting contracts to which the Company is a party (other than the Application Agreements) which are material to the Company; and
12.1.2 are valid, enforceable and binding on the Company in accordance with their respective terms.
12.2 The Company is not a party to or subject to any material agreement, transaction, obligation, commitment, understanding, arrangement obligation or liability commitment (other than the Application Agreements) which:
12.1.1 12.2.1 is (in the case of a contract with a customer) incapable of complete performance in accordance with its terms within twenty-four (24) 12 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 (6) months after the date on which it was entered into or undertaken;
12.1.3 12.2.2 is likely to result in a loss to the Company on completion of performance;
12.1.4 12.2.3 cannot readily be fulfilled or performed by the Company on time without unusual expenditure of money and effort;
12.1.5 12.2.4 may be terminated or cease to be performed by any counterparty for convenience without notice or by giving three months’ notice or less;
12.1.6 involves or 12.2.5 is likely to involve obligations, restrictions or expenditure a contract for services (other than a contract entered into on arms' length terms in the ordinary course of an unusual, onerous or exceptional naturebusiness);
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 five per cent. 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 12.2.6 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;
12.1.10 12.2.7 is an agreement or arrangement otherwise than by way of bargain at arm’s length; or
12.1.11 12.2.8 is in any way otherwise than in the ordinary and proper course of the Company’s business.
12.2 12.3 Neither the Company nor, so far as the Warrantors are Company is aware, any other party to any agreement with the Company is in default under any such agreement contract listed in Schedule 11 nor (so far as the Warrantors are Company is aware) are there any circumstances likely to give rise to such a default and none of the Warrantors are Company is not aware of the invalidity of or grounds for rescission, avoidance or repudiation of any of such agreements or any written allegation of such a thing, and the Company has not received written notice of any intention to terminate any of such agreements.
12.3 12.4 The Company is not a party to, nor have its profits or financial position since the Accounts Date been materially affected by, any agreement or arrangement which is not entirely of an arm’s length nature.
12.4 12.5 No offer, tender or the like of at least £25,000 is outstanding which is capable of being converted into any an obligation of the Company by an acceptance or other act of some other person.
12.5 So far as the Warrantors are aware, 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).
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