Common use of Banking and Finance Clause in Contracts

Banking and Finance. 25.1 The Target Companies do not have any bank account (whether in credit or overdrawn) other than its current account at the banks disclosed or referred to in the Disclosure Letter and details of that account, including the overdraft limit thereon, and a copy of the relevant bank mandate are set out in the Disclosure Letter and there have been no payments out of or drawings against the said account except for payment in the ordinary and proper course of business, and the balance on that account is not now substantially different from the balance stated in the Disclosure Letter. 25.2 The Target Companies do not have any liabilities in the nature of borrowings or in respect of debentures or negotiable instruments other than cheques drawn in the ordinary course of business on the bank account referred to in paragraph 25.1 above and is not a party to any loan agreement, facility letter or other agreement for the provision of credit or financing facilities to that Target Company or any agreement for the sale, factoring or discounting of debts. 25.3 No circumstances have arisen which could now (or which could with the giving of notice or lapse of time or both) entitle a provider of finance to the Target Companies (other than on a normal overdraft facility) to call in the whole or any part of the monies advanced or to enforce his security, and no provider of finance to the Target Companies on overdraft facility has demanded repayment or indicated that the existing facility will be withdrawn or reduced or not renewed or that any terms thereof will be altered to the disadvantage of the Target Companies. 25.4 The Target Companies’ borrowings may be repaid by it at any time at no more than one (1) months’ notice and without any premium or penalty (howsoever called) on repayment. 25.5 Save for the leasing and hire purchase agreements disclosed in the relevant Accounts and the Disclosure Letter, the Target Companies have not engaged in any borrowing or financing transaction or arrangement which does not appear as borrowings in the Accounts. 25.6 Save as disclosed in the Disclosure Letter and approved by the Purchaser in writing, neither the Target Companies nor any other person has given or undertaken to give any security or guarantee for any liability of the Target Companies. 25.7 The Target Companies have not given or undertaken to give any security or guarantee for any liability of any person.

Banking and Finance. 25.1 (a) The Target Companies do Company does not have any bank bank, building society or other similar account (whether in credit or overdrawn) other than its the current account account(s) at the banks disclosed or referred to in the Disclosure Letter Purchaser and details of that accountthose accounts, including the overdraft limit thereon, thereon and a copy of the relevant bank mandate are set out in mandates, have been disclosed to the Disclosure Letter Purchaser, and there have been no payments out of or drawings against the said account accounts except for payment in the ordinary and proper course of business, and the balance on that account is not now substantially different from the balance stated in the Disclosure Letter. 25.2 The Target Companies do not have (b) Save as disclosed to the Purchaser, no Group Company has any liabilities in the nature of borrowings or in respect of debentures or negotiable instruments other than cheques drawn in the ordinary course of business on the bank account account(s) referred to in paragraph 25.1 above 26(a) and save as disclosed to the Purchaser, no Group Company is not a party to any loan agreement, facility letter or other agreement for the provision of credit or financing facilities to that Target Company it or any agreement for the sale, factoring or discounting of debts. 25.3 (c) No circumstances have arisen which could now (or which could with the giving of notice or lapse of time or both) entitle a provider of finance to the Target Companies any Group Company (other than on a normal overdraft facility) to call in the whole or any part of the monies advanced or to enforce his its security, and no provider of finance to the Target Companies it on overdraft facility has demanded repayment or indicated that the existing facility will be withdrawn or reduced or not renewed or that any terms thereof will be altered to the disadvantage its disadvantage. None of each Group Company’s credit lines or facilities or any offers in respect thereof shall be terminated, revoked or reviewed as a consequence of the Target Companieschange in shareholdings upon Completion. 25.4 The Target Companies’ (d) All of each Group Company’s borrowings may be repaid by it at any time at no more than one (1) months’ notice and without any premium or penalty (howsoever called) on repayment. 25.5 Save for the leasing and hire purchase agreements if not already disclosed in writing, are disclosed in the relevant Accounts and the Disclosure Letter, the Target Companies have not . (e) No Group Company has engaged in any borrowing or financing transaction Transaction or arrangement which does not appear as borrowings in the relevant Accounts. 25.6 (f) Save as disclosed in the Disclosure Letter and approved by the Purchaser in writingLetter, neither the Target Companies nor no Group Company or any other person has given or undertaken to give any security or guarantee for any liability of the Target Companiesits liability. 25.7 The Target Companies have not (g) No Group Company has given or undertaken to give any security or guarantee for any liability of any person.

Banking and Finance. 25.1 20.1 The Target Companies do Company does not have any bank account (whether in credit or overdrawn) other than its current bank account at the banks disclosed or referred to in the Disclosure Letter and details of that account, including the overdraft limit thereon, and a copy of the relevant bank mandate are set out in the Disclosure Letter and there have been no payments out of or drawings against the said account except for payment in the ordinary and proper course of business, and the balance on that account is not now substantially different from the balance stated in the Disclosure Letter. 25.2 20.2 The Target Companies do Company does not have any liabilities in the nature of borrowings or in respect of debentures or negotiable instruments other than cheques drawn in the ordinary course of business on the bank account referred to in paragraph 25.1 22.1 above and is not a party to any loan agreement, facility letter or other agreement for the provision of credit or financing facilities to that Target the Company or any agreement for the sale, factoring or discounting of debts. 25.3 20.3 No circumstances have arisen which could now (or which could with the giving of notice or lapse of time or both) entitle a provider of finance to the Target Companies Company (other than on a normal overdraft facility) to call in the whole or any part of the monies advanced or to enforce his security, and no provider of finance to the Target Companies Company on overdraft facility has demanded repayment or indicated that the existing facility will be withdrawn or reduced or not renewed or that any terms thereof will be altered to the disadvantage of the Target CompaniesCompany. 25.4 20.4 The Target Companies’ Company’s borrowings may be repaid by it the Company at any time at no more than one (1) months’ notice and without any premium or penalty (howsoever called) on repayment. 25.5 Save for the leasing and hire purchase agreements disclosed in the relevant Accounts and the Disclosure Letter, the Target Companies have 20.5 The Company has not engaged in any borrowing or financing transaction or arrangement which does not appear as borrowings in the Audited Accounts and the Management Accounts. 25.6 Save as disclosed in the Disclosure Letter and approved by the Purchaser in writing, neither the Target Companies nor 20.6 The Company or any other person has given or undertaken to give any security or guarantee for any liability of the Target CompaniesCompany. 25.7 20.7 The Target Companies have not Company has given or undertaken to give any security or guarantee for any liability of any person.

Banking and Finance. 25.1 The Target Companies do (a) Each JV Group Company does not have any bank bank, building society or other similar account (whether in credit or overdrawn) other than its current account at the banks disclosed or referred to in the Memorandum of Disclosure Letter and details of that account, including the overdraft limit thereon, and a copy of the relevant bank mandate are is set out in the Memorandum of Disclosure Letter and there have been no payments out of or drawings against the said account except for payment in the ordinary and proper course of business, and the balance on that account is not now substantially different from the balance stated in the Disclosure LetterMemorandum of Disclosure. 25.2 The Target Companies do (b) Each JV Group Company does not have any liabilities in the nature of borrowings or in respect of debentures or negotiable instruments other than cheques drawn in the ordinary course of business on the bank account referred to in paragraph 25.1 above 27(a) and each JV Group Company is not a party to any loan agreement, facility letter or other agreement for the provision of credit or financing facilities to that Target Company it or any agreement for the sale, factoring or discounting of debts. 25.3 (c) No circumstances have arisen which could now (or which could with the giving of notice or lapse of time or both) entitle a provider of finance to the Target Companies any JV Group Company (other than on a normal overdraft facility) to call in the whole or any part of the monies advanced or to enforce his its security, and no provider of finance to the Target Companies it on overdraft facility has demanded repayment or indicated that the existing facility will be withdrawn or reduced or not renewed or that any terms thereof will be altered to the disadvantage its disadvantage. None of the Target Companiescredit lines or facilities or any offers of any JV Group Company in respect thereof shall be terminated, revoked or reviewed as a consequence of the change in shareholdings upon Completion. 25.4 The Target Companies’ (d) All of the borrowings of any JV Group Company may be repaid by it at any time at no more than one (1) months’ month’s notice and without any premium or penalty (howsoever called) on Table of Contents repayment. 25.5 Save for the leasing and hire purchase agreements (e) Other than as disclosed in item 56 of the relevant Accounts and the Disclosure LetterMemorandum of Disclosure, the Target Companies have not neither JV Group Company has engaged in any borrowing or financing transaction Transaction or arrangement which does not appear as borrowings in the Audited Accounts or Management Accounts. 25.6 Save as disclosed in (f) None of the Disclosure Letter and approved by the Purchaser in writing, neither the Target JV Group Companies nor or any other person has given or undertaken to give any security or guarantee for any liability of the Target Companiesits liability. 25.7 The Target Companies have (g) Each JV Group Company has not given or undertaken to give any security or guarantee for any liability of any person.