SUBSISTING CONTRACTS Sample Clauses

SUBSISTING CONTRACTS. 4.12.1 Particulars of all subsisting agreements or arrangements which are or may be material in relation to the business or affairs of the Company have been disclosed to the Purchaser. 4.12.2 Particulars of all tenders, offers, bids, work specifications, pre-qualifications and the like issued by or on behalf of the Company and which are currently outstanding (and whether or not accepted) have been disclosed to the Purchaser. 4.12.3 The Company is not in breach of any material agreements or arrangements to which it is a party.

SUBSISTING CONTRACTS. The Disclosure Letter contains true, complete and accurate copies (incorporating all the terms which currently apply) of every contract, covenant, commitment or arrangement to which the Company is a party and in respect of which any party to them has or may have any outstanding liability and which:- 9.2.1 is of an unusual or abnormal nature, or outside the ordinary and normal course of business; 9.2.2 is for a fixed term of more than six months; 9.2.3 is of a long-term nature (that is, unlikely to have been fully performed, in accordance with its terms, more than six months after the date on which it was entered into or undertaken); 9.2.4 is incapable of termination in accordance with its terms, by the Company, on sixty days' notice or less;

SUBSISTING CONTRACTS. Attached hereto as Exhibit G is a true, complete and accurate copy (incorporating all the 38 terms which currently apply) of every contract, covenant, commitment or arrangement to which the Company is a party and in respect of which any party to them has or may have any outstanding liability and which:-

SUBSISTING CONTRACTS. 9.2.1. The Disclosure Letter contains true, complete and accurate copies (incorporating all the terms which currently apply) of every contract, covenant, commitment or arrangement of more than three months duration to which the Company is a party, or is intending to become a party or may become a party by the unilateral act of a third party, and in respect of which any party to them has or may have any liability. 9.2.2. The Disclosure Letter describes in reasonable detail the outstanding obligations and work to be performed by the Company under any contract, covenant, commitment or arrangement to which it is a party, each of which outstanding obligations and/or work can be fully performed or fulfilled by the Company in accordance with the terms of such contract, covenant, commitment or arrangement. 9.2.3. The Company has not appointed, nor is it intending to appoint, a party to act as an agent or as a distributor of the Company.

SUBSISTING CONTRACTS. 5.9.1 The WCL Disclosure Letter contains particulars of all existing material contracts (being those contracts having a value to WCL of more than $250,000 annually), to which WCL is a party. 5.9.2 WCL is not a party to a contract, transaction, arrangement (where such an arrangement has a value to WCL of more than $250,000 annually) which: (a) is of an unusual or abnormal nature, or outside the ordinary and proper course of business; (b) is for a fixed term of more than twelve months; (c) cannot be terminated by it, in accordance with its terms, on three months' notice or less; (d) involves, or is likely to involve, the supply of goods the aggregate sales value of which will represent in excess of 10 per cent of its turnover for the preceding financial year.

SUBSISTING CONTRACTS. The Disclosure Letter contains true, complete and accurate copies (incorporating all the material terms which currently apply) of every contract, covenant, commitment or arrangement ("Contract") to which the Company is a party (excluding for the purpose of this Warranty 9.2 Contracts relating to employment or consultancy arrangements (in respect of which part 11 of this schedule 5 only shall apply), leases and other Contracts relating to the Company's interests in freehold and leasehold land and buildings (in respect of which part 4 of this schedule 5 only shall apply) and Contracts relating to pensions arrangements (in respect of which part 10 of this schedule 5 only shall apply)) and in respect of which any party to them has or may have any outstanding liability and which: 9.2.1 is of an unusual or abnormal nature, or outside the ordinary and normal course of business; 9.2.2 is for a fixed term of more than six months; 9.2.3 is of a long-term nature (that is, unlikely to have been fully performed, in accordance with its terms, more than six months after the date on which it was entered into or undertaken); 9.2.4 is incapable of termination in accordance with its terms, by the Company, on sixty days' notice or less; 9.2.5 is, in relation to contracts for the development of software for third parties, of a loss making nature (that is, known to be likely to result in a loss to the Company on completion or performance) or is known to be likely not to be fulfilled or performed by the Company on time;

SUBSISTING CONTRACTS. The Company is not a party to any contract, transaction, arrangement or liability which is of an unusual or abnormal nature or outside the ordinary course of its business or the objects clause of the Company; (a) is for a fixed term of more than twelve months; (b) is unlikely to have been fully performed, in accordance with its terms, more than twelve months after the date on which it was entered into or undertaken; (c) is incapable of termination by it in accordance with its terms on sixty days' notice or less; (d) is reasonably foreseeable to result in a financial loss to it on completion of performance; (e) involves an aggregate outstanding expenditure by it of more than (Pounds)20,000; (f) is a contract for hire or rent, hire purchase or purchase by way of credit sale or periodical payment; or (g) involves or is likely to involve obligations or liabilities which by reason of their nature or magnitude ought reasonably to be made known to an intending purchaser of the Shares.

SUBSISTING CONTRACTS. 5.17.1 The Disclosure Letter contains accurate particulars of all material subsisting contracts, whether written or oral, to which any Group Company is a party. 5.17.2 No Group Company is a party to any contract, transaction, arrangement or liability which: (a) is of an unusual or abnormal nature or outside the normal course of business; (b) is for a fixed term of more than three months; (c) is of a long-term nature (that is, unlikely to have been fully performed in accordance with its terms more than six months after the date on which it was entered into or undertaken); (d) is incapable of termination by it in accordance with its terms on thirty days' notice or less; (e) is of a loss-making nature (that is, known to be likely to result in a loss to it on completion of performance); (f) cannot readily be fulfilled or performed by it on time without undue or unusual expenditure or commitment of money, effort or personnel; (g) involves payment by it of amounts determined by reference to fluctuations in the index of retail pdces or any other index or in the rate of exchange for any currency; (h) involves an aggregate outstanding expenditure by it of more than L10,000; (i) involves or is likely to involve the supply of goods the aggregate sales value of which will represent in excess of 10 per cent of its turnover for the preceding financial year; (j) is a contract for hire or rent, hire purchase or purchase by way of credit sale or periodical payment; (k) involves or is likely to involve obligations or liabilities which by reason of their nature or magnitude ought reasonably to be made known to an intending purchaser of the Shares. 5.17.3 There is not now outstanding in respect of any Group Company any agreement for the supply of services or for agency by or to any Group Company.

SUBSISTING CONTRACTS. 5.9.1 The WCEH Disclosure Letter contains particulars of all existing material contracts (being those contracts having a value to WCEH of more than $250,000 annually), to which WCEH is a party. 5.9.2 WCEH is not a party to a contract, transaction or arrangement (where such an arrangement has a value to WCEH of more than $250,000 annually) which: (a) of an unusual or abnormal nature, or is outside the ordinary and proper course of business; (b) is for a fixed term of more than twelve months; (c) cannot be terminated by it, in accordance with its terms, on three months' notice or less; (d) involves, or is likely to involve, the supply of goods the aggregate sales value of which will represent in excess of 10 per cent of its turnover for the preceding financial year.