Trading Arrangements Sample Clauses

Trading Arrangements. For the purposes of this paragraph 11, “major or substantial” means any person purchasing services from the Company in excess of $100,000 in any of the three financial years prior to the Accounts Date (in the case of a customer) or with whom the Company has spent in excess of $100,000 in any of the three financial years prior to the Accounts Date (in the case of a supplier), in each case converting any foreign currency at the rates used in preparing the annual accounts in any such financial years. 11.1 During the period of three years ending on the date of this Agreement: 11.1.1 the Company has not lost any major or substantial customer for or supplier of all or any of its services or requirements; 11.1.2 no major or substantial customer has significantly reduced its orders for all or any of the services of the Company; 11.1.3 there has been no substantial change in the basis or terms on which any person is prepared to enter into contracts or do business with the Company, and no such loss, reduction or change has been threatened in writing whether as a result of Completion or otherwise. 11.2 Neither in the financial period ending on the Accounts Date nor in the period since then has any person (together with other persons connected with him) purchased from, or sold to, the Company more than ten per cent of the aggregate amount of all sales or purchases made by the Company during such period and there is no person (together with other persons connected with him) on whom the Company is substantially dependent or the cessation of business with whom would substantially affect the business of the Company. 11.3 The Company has no agreement or arrangement with any major or substantial customer or supplier on terms which are materially different from the Company’s standard terms of business, a copy of which is contained in Folder 3.06 of the Data Room. 11.4 There is in force no power of attorney or other authority (express, implied or ostensible) given by the Company to any person to enter into any contract or commitment on its behalf other than to its employees to enter into routine trading contracts in the usual course of their duties. 11.5 The Company has not appointed any agent or distributor or granted any licences carrying the right to grant sub-licences to third parties in respect of any of its products or services in any part of the world.

Trading Arrangements. To the extent ▇▇▇▇▇▇▇ ▇▇▇▇▇ and the Company have entered into a trading arrangement in the form attached to this Agreement as Schedule 1 and such arrangement has not been terminated, ▇▇▇▇▇▇▇ ▇▇▇▇▇ shall only sell Shares in compliance with the terms of that arrangement.

Trading Arrangements. (a) In respect of every Transaction made between Westpac and you subject to the Rules of a market, Westpac shall, unless otherwise agreed in writing in relation to a particular market, act as principal in any Transaction with you. (b) Westpac shall make (or arrange to make through an intermediate broker who may be a connected person) on a principal-to-principal basis a matching Transaction on the relevant market or accept the allocation to Westpac of such a Transaction. (c) You understand that business of the market operated by an exchange may from time to time be suspended or restricted or the market may be closed for a period from time to time and the duration of that closure determined in accordance with any rules of any relevant exchange on the occurrence of one or more events which require such action to be taken in the interests of maintaining fair and orderly markets. Any such action may result in Westpac, and through us, you, being unable to enter into Transactions in accordance with the Rules of a relevant exchange. We may also on occasion be prevented from or hindered in entering contracts in accordance with the Rules of any relevant exchange as a result of a failure of some or all market facilities. We shall have no liability to you for any Losses incurred or suffered by you as a result of any closure or failure of such market. (d) In respect of every Transaction made between Westpac and you and given up to be cleared by another broker or dealer as specified by you: (i) if such broker or dealer accepts the give-up, Westpac shall (without prejudice to any claim Westpac may have for commission or other payment) upon such acceptance cease to be a party to the Transaction and shall have no obligation to you for its performance; (ii) if such other broker or dealer declines to accept the give-up, Westpac shall be entitled at Westpac's option either to confirm the Transaction with you or to liquidate it by such sale, purchase, disposal or other Transaction or cancellation as Westpac may in Westpac's discretion determine, whether on the relevant market or by private contract or any other feasible method (including taking it over ourselves or transferring it to a connected person). Any balance resulting from such liquidation shall be promptly settled between Westpac and you but without prejudicing Westpac's rights under this Agreement or otherwise.

Trading Arrangements. 10.1 None of the Companies has any outstanding capital commitments which exceed £100,000. 10.2 None of the Companies is a party to any contract, arrangement or commitment which: (a) was entered into otherwise than on an arm’s length basis or otherwise than in the ordinary course of business; or (b) is incapable of termination in accordance with its terms by the Company or the relevant Subsidiary on 12 months’ notice or less. 10.3 Full and complete copies of all Warranted Contracts are included in the Disclosure Documents. 10.4 None of the Companies has received written notice disputing the validity or enforceability of any Warranted Contract. None of the Companies is in material breach of any Key Contract and no other party to any Key Contract is in material breach of it. 10.5 No party to a Warranted Contract has: (a) given written notice that it intends to terminate such Warranted Contract; or (b) terminated such Warranted Contract. 10.6 There is no subsisting breach of any Key Debt Purchase Agreement that has had a material adverse effect on the entitlement of any of the Companies to recover the receivables, taken as a whole, that are the subject of the debt portfolio acquired pursuant to that Key Debt Purchase Agreement. 10.7 None of the Companies trades under any name other than its corporate name (and any previous registered corporate names) and no action has been taken against any of the Companies under Chapter 3 or Chapter 4 of Part 5 Companies ▇▇▇ ▇▇▇▇ or section 28 Companies ▇▇▇ ▇▇▇▇ (where applicable). 10.8 None of the Companies has delegated any powers under a power of attorney which remains in effect and no person has authority (express, implied or ostensible) to enter into any contract or commitment or to do anything on behalf of any of the Companies (other than any ostensible or implied authorities to directors or Employees and Workers to enter into routine contracts in the normal course of their duties). 10.9 Apart from the Key Contracts, in the opinion of the Warrantor there are no other contracts relating to the Business:

Trading Arrangements. Customers 9.1 Save for the Material Customers, no customer of the Group generated more than £500,000 in revenue in the financial year of the Group ending on 31 December 2020. 9.2 The Data Room contains: (a) at document 1.12. 1.1.2.1.1, a schedule showing complete and accurate particulars of: (i) which Material Customers are engaged on the standard terms of a Group Company; (ii) which Material Customers are engaged on the standard terms of a Group Company, as amended by agreement between the parties (a “Trading Agreement”); and (iii) which Material Customers are otherwise engaged by written agreement between the Material Customer and a Group Company (a “Bespoke Agreement”) (any such terms or agreement referred to at (i) to (iii) between a Group Company and a Material Customer being a “Material Customer Contract”). (b) at folder 1.3.2.1, copies of all current standard terms used by the Group for customers; (c) at folder 1.12.1.1.2, copies of all Trading Agreements, which are currently in force, between a Material Customer and a Group Company; and (d) at folder 1.12.1.1.2, copies of all Bespoke Agreements, which are currently in force, between a Material Customer and a Group Company. 9.3 Each Material Customer Contract is in full force and effect and binding on the parties to it and there are no grounds for a material change to the terms of any such Material Customer Contract. 9.4 No Group Company is, or has been in the 12 months preceding the date of this Agreement, in actual, alleged or threatened breach of any Material Customer Contract, and no Material Customer is, or has been in the 12 months preceding the date of this Agreement, in actual, alleged or threatened breach of any Material Customer Contract, and there are no existing, pending or threatened claims or disputes relating to any Material Customer Contract, nor do any circumstances exist which are likely to give rise to any such claim or dispute. 9.5 In the 12 months preceding the date of this Agreement, (a) no Group Company has given notice to, or indicated that it is likely to, terminate, not renew or materially reduce the volume of business under any Material Customer Contract; (b) no Group Company has received written notice, and there are no facts or circumstances that indicate, that any Material Customer intends to terminate, not renew or materially reduce the volume of business under any Material Customer Contract; (c) there have been no grounds for the termination, rescission, avoidance, re...

Trading Arrangements. Except for any guarantee or warranty implied by law contained in its standard terms of business or given in the ordinary course of its business, no Group Company has given any guarantee, indemnity or warranty, or made any representation, in respect of goods or services supplied or contracted to be supplied by it, nor accepted any liability or obligation that would apply after the supply of such goods or services that is material in the context of its business, except as included in the Information Disclosed.

Trading Arrangements. 11.1 During the period of two years ending on the date of this Agreement: 11.1.1 no major client for or supplier of all or any of the Company's services or requirements has ceased trading with the Company; 11.1.2 no major client has significantly reduced its orders for all or any of the services of the Company; 11.1.3 there has been no fundamental change (apart from normal price changes) in the basis or terms on which any person is prepared to enter into contracts or do business with the Company, and no such cessation, reduction or change has been threatened in writing or so far as the Sellers are aware is anticipated whether as a result of Completion or otherwise. For the purposes of this paragraph 11.1: a “major client or supplier” means any person purchasing services from the Company in excess of £50,000 in any of the three financial years prior to the Accounts Date (in the case of a client) or with whom the Company has spent in excess of £25,000 in any of the three financial years prior to the Accounts Date (in the case of a supplier), in each case converting any foreign currency at the rates used in preparing the annual accounts in any such financial years; and

Trading Arrangements. 11.1 During the period of three years ending on the Completion Date: 11.1.1 the Company has not lost any major or substantial customer for or supplier of all or any of its services or requirements; 11.1.2 no major or substantial client has significantly reduced its orders for all or any of the services of the Company; 11.1.3 there has been no substantial change (apart from normal price changes) in the basis or terms on which any person is prepared to enter into contracts or do business with the Company, and no such cessation, reduction, loss or change has been threatened or is anticipated whether as a result of Completion or otherwise. For the purposes of this paragraph 11:

Trading Arrangements. 7.1 In the last full financial year of the Company, no more than 5% of the aggregate amount of purchases of the Aerospace Group has been or will be obtained from the same supplier. No “material supplier” to the Aerospace Group has, during the last 12 months, ceased or given a specific written indication stating an intention to cease trading with the Aerospace Group or to materially increase prices. For the purposes hereof, “material supplier” shall mean any supplier to the Aerospace Group whose supplies represent more 5% of the aggregate annual amount of purchases of the Aerospace Group in the last 12 months. 7.2 In the last full financial year of the Company, no more than 5% of the aggregate amount of all the sales of the Aerospace Group has been or will be made to the same customer. No “material customer” of the Aerospace Group has, during the last 12 months, ceased or given a specific written indication stating an intention to cease (or to materially reduce the volume of) trading with the Aerospace Group. For the purposes hereof, “material customer” shall mean any customer to the Aerospace Group whose purchases represent more 5% of the aggregate annual amount of sales of the Aerospace Group in the last 12 months. 7.3 Materially complete and accurate copies of all Material Contracts have been disclosed in the Data Room. In relation to each of the Material Contracts as at the date of this agreement: 7.3.1 there are no grounds for its invalidity, termination, avoidance, rescission or repudiation; 7.3.2 no party has given notice to terminate it nor has sought to repudiate or disclaim it nor has any party sought to suspend its performance (for whatever reason); 7.3.3 no party is in material breach of it nor is there any material delay in its implementation; and 7.3.4 there are no facts or circumstances which are reasonably likely to give rise to any of the above and no party has made any allegation of any material breach nor made any material complaint regarding the performance or non-performance of such agreement, arrangement or obligation. 7.4 A complete and accurate copy of the Cobham MAL Limited SPA has been disclosed in the Data Room. 7.5 There have been no claims under the Warranties (as defined in the Cobham MAL Limited SPA) and no other claims, proceedings, suits, actions, liabilities, demands, investigations or awards in connection with the Cobham MAL Limited SPA. 7.6 There are no facts or circumstances which have arisen since the date of the Cobham...