WHICH COULD MAKE
ANY OF THE INSURANCE POLICIES VOID OR VOIDABLE.
11.6
CLOSING WILL NOT TERMINATE, OR ENTITLE ANY INSURER TO TERMINATE,
ANY SUCH POLICY WHICH IS ISSUED TO AND IN THE NAME OF THE COMPANY ALONE. THE
BENEFIT OF ANY INSURANCE POLICIES PROVIDED TO THE COMPANY BY THE SELLER AND/OR
ITS AFFILIATES WILL CEASE UPON CLOSING.
12.
POWER OF ATTORNEY
12.1
THERE ARE NO POWERS OF ATTORNEY IN FORCE GIVEN BY THE COMPANY SAVE
FOR THOSE SET OUT IN THE DISCLOSURE LETTER.
12.2
OTHER THAN THE MANAGING DIRECTORS OF THE COMPANY, NO PERSON, AS
AGENT OR OTHERWISE, IS ENTITLED OR AUTHORISED TO BIND OR COMMIT THE COMPANY TO
ANY OBLIGATION NOT IN THE ORDINARY COURSE OF THE COMPANY'S BUSINESS.
13.
DISPUTES AND INVESTIGATIONS
13.1
SAVE FOR THE KISKUNHALAS LITIGATION AND THE VIZVAR LITIGATION, THE
COMPANY:
(A)
IS NOT ENGAGED IN ANY LITIGATION, ADMINISTRATIVE, MEDIATION OR
ARBITRATION PROCEEDINGS OR OTHER PROCEEDINGS OR HEARINGS BEFORE ANY STATUTORY OR
GOVERNMENT BODY, DEPARTMENT, BOARD OR AGENCY (EXCEPT FOR DEBT COLLECTION IN THE
NORMAL COURSE OF BUSINESS); AND
(B)
IS NOT THE SUBJECT OF ANY FORMAL INVESTIGATION, INQUIRY OR
ENFORCEMENT PROCEEDINGS BY ANY GOVERNMENT, ADMINISTRATIVE OR REGULATORY BODY.
THE KISKUNHALAS LITIGATION AND VIZVAR LITIGATION DOCUMENTS AS DISCLOSED ARE
TRUE, ACCURATE AND NOT MISLEADING BY OMISSION OR OTHERWISE.
13.2
NO PROCEEDING, INVESTIGATION OR INQUIRY OF THE TYPES MENTIONED IN
PARAGRAPH 13.1 OF THIS SCHEDULE HAS BEEN THREATENED AGAINST THE COMPANY.
13.3
THE COMPANY IS NOT SUBJECT TO ANY EXISTING JUDGMENTS OR RULINGS AND
HAS NOT GIVEN ANY UNDERTAKINGS ARISING FROM LEGAL PROCEEDINGS TO A COURT,
GOVERNMENTAL AGENCY, REGULATOR OR THIRD PARTY.
14.
CONTRACTS
14.1
THE DEFINITION IN THIS PARAGRAPH APPLIES IN THIS AGREEMENT.
Material Contract: an agreement or arrangement to which the Company is a party
and which is of material importance to the business, profits or assets of the
Company.
39
14.2
EXCEPT FOR THE AGREEMENTS AND ARRANGEMENTS DISCLOSED, THE COMPANY
IS NOT A PARTY TO OR SUBJECT TO ANY AGREEMENT OR ARRANGEMENT WHICH:
(A)
IS A MATERIAL CONTRACT; OR
(B)
IS OF AN UNUSUAL OR EXCEPTIONAL NATURE; OR
(C)
IS NOT IN THE ORDINARY AND USUAL COURSE OF BUSINESS
OF THE COMPANY; OR
(D)
INVOLVES PARTNERSHIP, JOINT VENTURE, CONSORTIUM, JOINT
DEVELOPMENT, SHAREHOLDERS OR SIMILAR ARRANGEMENTS; OR
(E)
IS INCAPABLE OF COMPLETE PERFORMANCE IN ACCORDANCE
WITH ITS TERMS WITHIN SIX MONTHS AFTER THE DATE ON WHICH IT WAS ENTERED INTO; OR
(F)
INVOLVES OR IS LIKELY TO INVOLVE AN AGGREGATE
CONSIDERATION PAYABLE BY OR TO THE COMPANY IN EXCESS OF €50,000 (FIFTY THOUSAND
EUROS); OR
(G)
IS NOT ON ARM'S LENGTH TERMS.
14.3
EACH MATERIAL CONTRACT IS IN FULL FORCE AND EFFECT AND THE COMPANY
HAS NOT DEFAULTED UNDER OR BREACHED A MATERIAL CONTRACT AND SO FAR AS THE SELLER
IS AWARE, NO OTHER PARTY TO A MATERIAL CONTRACT HAS DEFAULTED UNDER OR BREACHED
SUCH A CONTRACT. TRUE AND CORRECT COPIES OF THE MATERIAL CONTRACTS HAVE BEEN
DISCLOSED TO THE BUYER.
14.4
NO NOTICE OF TERMINATION OF A MATERIAL CONTRACT HAS BEEN RECEIVED