THAT ANY FACTS OR CIRCUMSTANCES ARE LIKELY TO LEAD TO ANY SUCH
PROCEEDINGS.
12.1.3
THERE IS NO OUTSTANDING JUDGEMENT, ORDER, DECREE, ARBITRAL AWARD OR
DECISION OF A COURT IN ANY JURISDICTION AGAINST THE GROUP COMPANIES.
12.2
ALL LICENCES, AUTHORISATIONS, CONSENTS, PERMITS AND APPROVALS
REQUIRED FOR THE CARRYING ON OF THE BUSINESS OF EACH GROUP COMPANY IN THE PLACES
AND IN THE MANNER IN WHICH SUCH RESPECTIVE BUSINESS IS NOW CARRIED ON HAVE BEEN
OBTAINED BY AND ARE IN THE POSSESSION OF A GROUP COMPANY AND:
12.2.1
TRUE AND COMPLETE COPIES OF THEM ARE ATTACHED TO THE DISCLOSURE
LETTER;
12.2.2
NO GROUP COMPANY IS IN BREACH OF ANY OF THEIR RESPECTIVE TERMS AND
CONDITIONS;
12.2.3
ALL OF THEM ARE VALID AND SUBSISTING;
12.2.4
THERE IS NO REASON WHY ANY OF THEM SHOULD BE SUSPENDED, CANCELLED,
QUALIFIED OR REVOKED. NOT RENEWED OR OTHERWISE ADVERSELY AFFECTED UPON THE
EXPIRY OF THEIR EXISTING TERMS OR AS A RESULT OF THE TRANSACTION; AND
12.2.5
ALL REPORTS, RETURNS AND INFORMATION REQUIRED BY LAW OR AS A
CONDITION OF ANY OF THEM TO BE MADE OR GIVEN TO ANY PERSON OR AUTHORITY HAVE
BEEN SO MADE OR GIVEN.
12.3
EACH GROUP COMPANY HAS DULY COMPLIED WITH ALL LAWS AND OTHER
RULES AND REGULATIONS HAVING MANDATORY EFFECT IN RELATION TO THE CONDUCT OF ITS
BUSINESS AND NO GROUP COMPANY, NOR ANY OF ITS OFFICERS, AGENTS OR EMPLOYEES
(DURING THE COURSE OF THEIR DUTIES) HAS DONE OR OMITTED TO DO ANYTHING WHICH IS
A CONTRAVENTION OF SUCH LAWS, RULES OR REGULATIONS, GIVING RISE OR WHICH MAY
GIVE RISE TO ANY FINE, PENALTY OR OTHER LIABILITY OR SANCTION ON THE PART OF ANY
GROUP COMPANY EXCEPT WHERE SUCH COMPLIANCE OR CONTRAVENTION HAS NOT OR COULD NOT
REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE AFFECT ON ANY GROUP COMPANY
OR, WITH RESPECT TO ANY FUTURE EVENTS OR CONDUCT OF WHICH THE WARRANTOR IS
PRESENTLY AWARE, COULD NOT REASONABLY BE EXPECTED TO HAVE ANY MATERIAL ADVERSE
AFFECT ON ANY GROUP COMPANY.
13
DIRECTORS AND EMPLOYEES
13.1
THE DISCLOSURE LETTER SETS OUT ALL MATERIAL FACTS AND MATTERS
RELATING TO THE EMPLOYMENT OF ALL EMPLOYEES AND ENGAGEMENT OF ALL CONSULTANTS OF
EACH GROUP COMPANY INCLUDING, WITHOUT LIMITATION:
13.1.1
THE TOTAL NUMBER OF EMPLOYEES;
13.1.2
DETAILS OF EACH EMPLOYEE'S CURRENT SALARY, JOB TITLE, START DATE,
NOTICE PERIOD (STATING ANY DIFFERENCE BETWEEN NOTICE GIVEN BY EMPLOYEE AND
EMPLOYER), DATE OF BIRTH, TERMS AND CONDITIONS OF EMPLOYMENT AND BENEFITS
ENTITLEMENTS INCLUDING, WITHOUT LIMITATION, REDUNDANCY ENTITLEMENTS,
ENTITLEMENTS UNDER SHARE INCENTIVE SCHEMES, SHARE OPTION SCHEMES OR PROFIT SHARE
SCHEMES AND ANY ENTITLEMENT TO COMMISSION OR BONUS OR REMUNERATION BY REFERENCE
TO TURNOVER, PROFITS OR SALES, CARS AND MOBILE PHONES OR ANY OTHER ARRANGEMENTS
WHETHER IN WRITING, DISCRETIONARY OR OTHERWISE AND WHETHER BY CUSTOM OR PRACTICE
OR OTHERWISE;
13.1.3
COPIES OF ALL CONTRACTS OF EMPLOYMENT BETWEEN ANY GROUP COMPANY AND
DIRECTORS OR SENIOR EMPLOYEES;
13.1.4
FULL DETAILS OF THE TERMINATION ARRANGEMENTS FOR ANY DIRECTOR OR
EMPLOYEE OF ANY GROUP COMPANY OR CONSULTANT IN RELATION TO WHOM THE RELEVANT