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Date Posted: 05:03:48 02/11/03 Tue
Author: agreement
Subject: agreement7

8.1 The Vendor has no interest in any intellectual property (whether registered or not) save for the rights set out in the Disclosure Letter all of which rights are legally and beneficially owned by it are valid and in force and are not subject to any licence or authority in favour of another
8.2 The processes employed and the products and services dealt in by the Business do not use embody or infringe any intellectual property rights vested in any other party and do not give rise to a payment by the Vendor of any royalty or of any other sum
[1326]
9 EMPLOYEES
9.1 True complete and accurate details of the identities dates of commencement of employment and terms and conditions of employment (including but not limited to remuneration and any bonus commission share incentives or profit sharing arrangements) of the Employees are set out in the first schedule or in the Disclosure Letter
9.2 No changes have been made since (date) in the terms of employment of the Employees and the Vendor is not under any legal or moral obligation to make any such change
9.3 There are no amounts owing to any present or former officers or employees of the Vendor in respect of the Business and none of them is entitled to accrued holiday pay other than in respect of the Vendor's current holiday year
9.4 No employee has been engaged by the Vendor in relation to the Business since (date) and no person employed by the Vendor at or since such date has ceased or given or received notice to cease to be so employed or will be entitled to give such notice as a result of the provisions of this agreement
9.5 The Vendor has maintained adequate and suitable records regarding the service of each of the Employees and complied with all agreements for the time being relating to them
9.6 There is no recognition wage bargaining or other collective or other agreement or arrangement in force or proposed between the Vendor and any trade union or similar organisation and there is no dispute (current or threatened) between the Vendor and any trade union or similar organisation and during the past five years there has been no industrial action affecting the Business
9.7 The Vendor is and has been at all times in compliance with all legislation regulations and codes of practice in relation to the Employees and no orders awards or other notices have been served on and no other enforcement or similar proceedings have been taken against the Vendor pursuant to any legislation regulations or codes of practice in respect of the Employees
[1327]
10 PENSIONS
There is not in existence and no proposals have been announced for nor is the Vendor under any legal or moral obligation to establish any retirement death or disability benefit scheme to present or former officers or employees or their dependants.
11 MATERIAL CONTRACTS
The Vendor is not a party to or subject to any contract which:
11.1 involves agency distributorship franchising marketing rights information sharing manufacturing rights servicing or maintenance
11.2 involves partnership joint venture or similar arrangements
11.3 involves hire purchase conditional sale credit sale leasing hiring or similar arrangements
11.4 commits the company to capital expenditure
11.5 is incapable of complete performance in accordance with its terms within six months after the date which it was entered into
11.6 is for the supply of goods and/or services by or to the Vendor on terms under which retrospective or future discounts price reductions or other financial incentives are given by or to the Vendor dependent on the level of purchases or any other factor
11.7 is not on arm’s length terms
11.8 is of a loss-making nature
[1328]
12 DEFAULT
The Vendor is not in default under any of the Contracts or in respect of any other obligation or restriction binding upon it in relation to the Business and no threat or claim of default under any of the Contracts or other agreement or arrangement to which the Vendor is a party relating to the Business or the Assets has been made and is outstanding against the Vendor and there is nothing whereby any of the contracts or other such agreement or arrangement may be terminated or rescinded by any other party
13 LOSS OF CUSTOMERS
During the twelve months immediately preceding the Transfer Date there has been no substantial change in the basis or terms on which any person is prepared to do business with the Vendor in relation to the Business and no substantial customer or supplier of the Business has ceased or substantially reduced its business with the Vendor and no indication has been received by the Vendor that there will be any such change cessation or reduction
[1329]
14 LITIGATION AND DISPUTES
14.1 Neither the Vendor nor any person for whose acts or defaults the Vendor may be vicariously liable in relation to the Business is engaged or concerned or involved (whether as plaintiff defendant or other party) in any civil criminal tribunal arbitration or other proceedings which relate to the Business and there are no facts likely to give rise to any such proceedings
14.2 Neither the Vendor nor any person for whose acts or defaults the Vendor may be vicariously liable in relation to the business is engaged or concerned or involved in any dispute with any third party in relation to the Business and there are no facts likely to give rise to any such dispute
14.3 No governmental or official investigation or enquiry concerning the Business or the Property is in progress or pending and there are no facts or circumstances known to the Vendor which are likely to give rise to any such investigation or enquiry
[1330]
15 COMPLIANCE
15.1 The Vendor has not manufactured sold supplied or provided any product or service which were or will become faulty or defective or which did not or do not comply with any warranties or representations expressly or impliedly made by the Vendor or with all applicable laws regulations standards and requirements
15.2 The Vendor has conducted the Business in all respects in accordance with all laws statutes regulations or directives applicable to it
16 GRANTS
The Vendor has not applied for or received any financial assistance from any national or local authority or governmental agency in connection with the Business
[1331]
17 EVENTS SINCE DATE OF LAST ACCOUNTS
Since (date):
17.1 the trade and business of the Business has been carried on in the ordinary and proper course and
17.2 there have been no adverse changes in the financial or trading position or prospects of the Business
18 EFFECT OF AGREEMENT
This agreement will not entitle any person to terminate or avoid or have any effect on any of the Contracts or any other contract or arrangement affecting the Business.
[1332]
19 INSOLVENCY
No petition has been presented no order has been made and no resolution has been passed for the winding up of the Vendor, no administrative receiver or receiver and/or manager has been appointed of the whole or any part of the property of the Vendor, no administration order has been made appointing an administrator in respect of the Vendor and no petition has been presented for an administration order in respect of the Vendor
20 LICENCES
All necessary licences permissions and consents permits and authorities (public and private) required for the carrying on of the Business have been obtained by the Vendor and are listed in the Disclosure Letter
(signatures on behalf of both parties)
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