PLACE OUTSIDE THE
UNITED KINGDOM OR CLAIMING COMPENSATION UNDER THE DATA PROTECTION ACT 1984.
6.8
THE WARRANTOR HAS DISCLOSED ALL CONTRACTS WITH WHOM ANY GROUP
COMPANY IS A PARTY WHICH CONTAINS A CHANGE IN CONTROL CLAUSE.
7
CONTRACTS
7.1
THE DISCLOSURE LETTER HAS ATTACHED TO IT A LIST OF ALL THE
AGREEMENTS, COMMERCIAL CONTRACTS AND ORDERS, TO WHICH EACH GROUP COMPANY IS A
PARTY AT THE DATE OF THIS AGREEMENT AND THERE ARE NO OTHER MATERIAL COMMITMENTS
OR ARRANGEMENTS TO WHICH ANY GROUP COMPANY IS A PARTY OR WHICH IS OTHERWISE
BINDING ON ANY GROUP COMPANY.
7.2
NO GROUP COMPANY IS AND NO GROUP COMPANY HAS OTHERWISE BEEN
NOTIFIED THAT IT IS IN DEFAULT UNDER ANY AGREEMENT OR COVENANT TO WHICH IT IS A
PARTY OR IN RESPECT OF ANY OTHER OBLIGATIONS OR RESTRICTIONS BINDING UPON IT
WHICH IN EACH SUCH CASE IS MATERIAL TO THE BUSINESS OF THE RELEVANT GROUP
COMPANY.
7.3
SO FAR AS THE WARRANTOR IS AWARE, NO PARTY TO ANY AGREEMENT WITH
OR UNDER AN OBLIGATIONS TO ANY GROUP COMPANY IS IN DEFAULT UNDER IT, BEING A
DEFAULT WHICH WOULD BE MATERIAL IN THE CONTEXT OF SUCH GROUP COMPANY'S FINANCIAL
OR TRADING POSITION; AND THERE ARE NO CIRCUMSTANCES KNOWN TO THE WARRANTOR WHICH
THEY REASONABLY BELIEVE TO BE LIKELY TO GIVE RISE TO SUCH A DEFAULT.
7.4
THERE IS NOT NOW OUTSTANDING IN RESPECT OF ANY GROUP COMPANY ANY
GUARANTEE, OR AGREEMENT FOR INDEMNITY OR FOR SURETYSHIP, GIVEN BY IT OR FOR ITS
ACCOMMODATION.
7.5
NO GROUP COMPANY HAS MANUFACTURED, SOLD OR SUPPLIED OR BEEN
SUPPLIED WITH OR AGREED TO PURCHASE ANY PRODUCTS WHICH ARE OR HAVE BECOME OR
WILL, SO FAR AS THE SELLER IS AWARE, BECOME IN ANY MATERIAL RESPECT FAULTY OR
DEFECTIVE OR WHICH DO NOT COMPLY IN ANY MATERIAL RESPECT WITH ANY WARRANTY OR
REPRESENTATION EXPRESSLY OR IMPLIEDLY MADE BY OR TO A GROUP COMPANY OR WITH ALL
APPLICABLE REGULATIONS, STANDARDS AND REQUIREMENTS.
8
INTELLECTUAL PROPERTY
8.1
GENERAL
8.1.1
PARTICULARS WHICH ARE ACCURATE IN ALL MATERIAL RESPECTS OF ALL OF
THE INTELLECTUAL PROPERTY OF WHICH ANY GROUP COMPANY IS, OR HAS APPLIED TO BE,
REGISTERED AS PROPRIETOR ARE CONTAINED IN THE DISCLOSURE LETTER.
8.1.2
COMPLETE AND ACCURATE COPIES OF ALL LICENCES OF INTELLECTUAL
PROPERTY (AND AMENDMENTS THEREOF) GRANTED TO OR BY THE GROUP COMPANIES ARE
CONTAINED IN THE DISCLOSURE LETTER.
ALL SUCH LICENCES ARE IN FULL FORCE AND
EFFECT AND FREE FROM ENCUMBRANCES AND NO GROUP COMPANY OR, SO FAR AS THE
WARRANTOR IS AWARE, ANY OTHER PERSON IS IN BREACH OF ANY OF THEM.
8.1.3
A)
ALL OF THE INTELLECTUAL PROPERTY OWNED BY THE GROUP COMPANIES
THAT COMPRISE PATENTS, REGISTERED TRADE MARKS OR OTHER FORMS OF REGISTERED
RIGHTS ARE VALID AND ENFORCEABLE AND THERE ARE NO GROUNDS FOR THE REVOCATION OR
LIMITATION OF ANY OF THEM IN WHOLE OR IN PART AND NONE OF THEM IS BEING OR HAS
BEEN USED, CLAIMED, OPPOSED OR CHALLENGED BY ANY PERSON OR AUTHORITY;
B)
IN THE CASE OF INTELLECTUAL PROPERTY REGISTRATIONS OWNED BY