Common use of Litigation and Disputes Clause in Contracts

Litigation and Disputes. 28.1 Except for actions to recover any debt incurred in the ordinary course of the business owed to the Company where each individual debt and its costs outstanding amount to less than £10,000: (a) neither the Company nor any person for whose acts the Company may be liable is engaged in any litigation, arbitration, administrative or criminal proceedings, whether as claimant, defendant or otherwise; (b) no litigation, arbitration, administrative or criminal proceedings by or against the Company or any person for whose acts it may be liable have been threatened in writing (including by electronic mail) or reasonably expected and, as far as the Warrantors are aware, none are pending; and (c) so far as the Warrantors are aware there are no facts or circumstances likely to give rise to any litigation, arbitration, administrative or criminal proceedings against the Company or any person for whose acts it may be liable. 28.2 The Company is not subject to any outstanding order or judgment given by any court or Governmental Authority and has not been a party to any undertaking or assurance given to any court or governmental or other authority, department, board, body or agency which is still in force, nor are there any facts or circumstances likely to give rise to it becoming subject to such an order or judgment or to be a party to any such undertaking or assurance. 28.3 In relation to the business of the Company, the Warrantors have not committed nor are they liable for, and no claim has been or, so far as the Warrantors are aware, shall be made that they have committed or are liable for, any criminal, illegal, unlawful or unauthorised act or breach of any obligation or duty whether imposed by or pursuant to Applicable Law or otherwise. 28.4 So far as the Warrantors are aware, no investigation or inquiry is being, or has been, conducted by, and the Warrantors have not received any request for information from any Governmental Authority in respect of their affairs and, so far as the Warrantors are aware, there are no circumstances which would give rise to such investigation, inquiry or request. 29.1 Each of the assets included in the Accounts or acquired by the Company since the Accounts Date (other than the Properties and current assets subsequently disposed of or realised in the ordinary course of business) is owned both legally and beneficially by the Company free from Encumbrance and any third party rights and, if capable of possession, is in its possession. 29.2 Each item of plant and machinery, vehicle and office equipment used by the Company is (fair wear and tear excepted): (a) in good repair and condition, regularly maintained and, where required by law, certified safe and without risk to health when used; (b) capable of doing the work for which it was designed or purchased; and (c) not surplus to requirements. 29.3 The Company has not acquired, or agreed to acquire, any asset on terms that title to that asset does not pass until full payment is made or all indebtedness incurred in connection with the acquisition is discharged.

Appears in 1 contract

Sources: Share Purchase Agreement (Utah Medical Products Inc)

Litigation and Disputes. 28.1 Except for actions to recover any debt incurred in the ordinary course of the business owed to the 25.1 The Company where each individual debt and its costs outstanding amount to less than £10,000: is not engaged (awhether as a claimant or defendant or otherwise) neither the Company nor any person for whose acts the Company may be liable is engaged in any litigation, arbitration, administrative or criminal proceedings, whether as claimant, defendant or otherwise; (b) no litigation, arbitration, administrative arbitration or criminal proceedings before any court, tribunal, statutory or governmental body and no such litigation, arbitration or criminal proceedings are pending or threatened by or against the Company or any person for whose acts it may be liable have been threatened in writing (including by electronic mail) or reasonably expected and, as far as the Warrantors are aware, none are pending; and (c) so far as the Warrantors are aware and there are no facts or circumstances known to the Vendor which are likely to give rise to any litigation, arbitration, administrative arbitration or criminal proceedings proceedings. 25.2 There is no judgment, decree, injunction, undertaking, ruling, order or award, binding obligation of any court, tribunal or statutory or governmental body which is unsatisfied or remains in force against the Company. 25.3 There is no judgment, decree, injunction, undertaking, ruling, order or award, binding obligation of any court, tribunal or statutory or governmental body restricting or restraining the Company from carrying on its business or any person for whose acts it may be liablematerial part thereof. 28.2 25.4 The Company is not subject to any outstanding order or judgment given by any court or Governmental Authority and has not been manufactured or sold any products which have been, are or will become faulty or defective or which may give rise to a party to product liability claim, or which do not comply with any undertaking warranties given, or assurance given to representations made, by the Company expressly or impliedly (whether by statute or otherwise). 25.5 The Company has not received any court written notice of any claim or governmental action from any customer which remains outstanding alleging any defect in or other authoritylack of fitness for purpose of any goods supplied by the Company, departmentnor, board, body or agency which is still in force, nor are there any facts or circumstances which would reasonably be likely to give rise to it becoming subject to such an order or judgment or to be a party to any such undertaking or assuranceclaim. 28.3 In relation to the business of the Company, the Warrantors have not committed nor are they liable for, and no claim has been or, so far as the Warrantors are aware, shall be made that they have committed or are liable for, any criminal, illegal, unlawful or unauthorised act or breach of any obligation or duty whether imposed by or pursuant to Applicable Law or otherwise. 28.4 So far as the Warrantors are aware, no investigation or inquiry is being, or has been, conducted by, and the Warrantors have not received any request for information from any Governmental Authority in respect of their affairs and, so far as the Warrantors are aware, there are no circumstances which would give rise to such investigation, inquiry or request. 29.1 Each of the assets included in the Accounts or acquired by the Company since the Accounts Date (other than the Properties and current assets subsequently disposed of or realised in the ordinary course of business) is owned both legally and beneficially by the Company free from Encumbrance and any third party rights and, if capable of possession, is in its possession. 29.2 Each item of plant and machinery, vehicle and office equipment used by the Company is (fair wear and tear excepted): (a) in good repair and condition, regularly maintained and, where required by law, certified safe and without risk to health when used; (b) capable of doing the work for which it was designed or purchased; and (c) not surplus to requirements. 29.3 25.6 The Company has not acquiredreceived any written notice of any claim or action, nor is there currently a notice of any claim or action which remains outstanding alleging the failure to perform, either properly or at all, any services performed or to be performed by the Company nor, are there any circumstances which would reasonably be likely to give rise to any such claims. 25.7 The Company has not at any time agreed to acquire, take back any asset on terms that title defective goods or to that asset does not pass until full payment is made effect repairs to any goods free of charge or all indebtedness incurred otherwise or to issue a credit note or to write off or reduce Indebtedness in connection with respect of any goods or services supplied by the acquisition is dischargedCompany.

Appears in 1 contract

Sources: Share Sale Agreement (Rubicon Technology, Inc.)