Common use of CAPITAL ALLOWANCES Clause in Contracts

CAPITAL ALLOWANCES. (i) All expenditures which Resources has incurred or may incur under any subsisting commitment on the provision of machinery or plant has qualified or will qualify (if not deductible as a trading expense of a trade carried on by Resources) for writing-down allowances under the CAA. (ii) The value attributed in the Accounts to each Asset or pool of Assets is such that on a disposal of each such Asset or pool of Assets on the Balance Sheet Date for a consideration equal to such value or aggregate value no balancing charge would have arisen. (iii) All capital expenditures incurred by Resources since the Balance Sheet Date and all capital expenditures which may be incurred by Resources under any existing contract has qualified or will be capable of qualifying for capital allowances. Such allowances have been or will be made in taxing Resources' trade. (iv) Since the Balance Sheet Date, Resources has not done or omitted to do or agreed to do or permitted to be done any act as a result of which Resources could be required to bring a disposal value into account or suffer a balancing charge or be subject to recovery of excess relief for the purpose of capital allowances under Sections 4, 24, 87, 100 or 128 of the CAA or a withdrawal of first year allowances or a recovery of excess relief under Sections 46 or 47 of the CAA. (v) Resources has not incurred any expenditure on the provision of any capital allowance bearing asset for leasing. (vi) No claim for capital allowances on expenditure incurred by Resources prior to Closing on the provision of machinery or plant which at the date hereof is still leased will or may be restricted by reason of Section 61(5) of the CAA (machinery and plant on lease). (vii) Resources has not made any election under Section 37 of the CAA (short life assets) nor is it taken to have made any such election under subsection (8)(c) thereof. (viii) Resources has not obtained any capital allowances under Chapter VI Part II of the CAA (fixtures). (ix) Resources is not involved in a dispute with another person as to the entitlement of capital allowances under Section 51(7) of the CAA.

CAPITAL ALLOWANCES. (i) The aggregate book value of each of the assets of each U.K. Company on which an entitlement to industrial building allowances or other allowances in respect of capital expenditure has arisen under the Capital Alloxxxxxx Xxx 0000 xx the Capital Alloxxxxxx Xxx 0000, xx or adopted for the purposes of its statutory accounts, does not exceed the aggregate residue of expenditure or written-down value attributable to such assets for the purposes of those Acts and the aggregate book value of plant and machinery allocated to a pool of plant and machinery on which an entitlement to capital allowances has arisen under Part II Capital Allowances Act 1990 (machinery and plant) does not exceed the written-down value of the qualifying expenditure in respect of each such pool under that Act. (ii) All expenditures expenditure incurred by each U.K. Company or which Resources has incurred or it may incur under any subsisting commitment on for the provision of machinery or plant has qualified or will qualify (if not deductible as a trading expense of a trade carried on by Resourcesthe U.K. Company) for writing-writing down allowances under the CAA. Part II Capital Allowances Act 1990 (ii) The value attributed in the Accounts to each Asset or pool of Assets is such that on a disposal of each such Asset or pool of Assets on the Balance Sheet Date for a consideration equal to such value or aggregate value no balancing charge would have arisenmachinery and plant). (iii) All capital expenditures incurred by Resources since the Balance Sheet Date and all capital expenditures which Since September 30, 1996, nothing has happened as a result of which: there may be incurred by Resources made against any U.K. Company a balancing charge under the Capital Alloxxxxxx Xxx 0000 xx under the Capital Alloxxxxxx Xxx 0000; xx any existing contract has qualified disposal value may be brought into account under Section 24 Capital Allowances Act 1990 (writing down allowances and balancing adjustments); or will there may be capable any recovery of qualifying for capital allowances. Such allowances have been excess relief within Sections 46 or will be made in taxing Resources' trade47 Cxxxxxx Xxxxxxxxxx Xxx 0000 (xxcovery of excess relief); or a relevant event may occur within the meaning of Section 138 Capital Allowances Act 1990 (scientific research). (iv) Since There is not, and there are no circumstances which could give rise to, any dispute between any U.K. Company and any other Person as to the Balance Sheet Date, Resources has not done or omitted entitlement to do or agreed to do or permitted to be done any act as a result of which Resources could be required to bring a disposal value into account or suffer a balancing charge or be subject to recovery of excess relief for the purpose of capital allowances under Sections 4, 24, 87, 100 or 128 of the CAA or a withdrawal of first year allowances or a recovery of excess relief under Sections 46 or 47 of the CAA51 to 59 Capital Allowances Act 1990 (fixtures). (v) Resources No U.K. Company has not incurred any expenditure on the provision of any capital allowance bearing asset for leasing. (vi) No claim for capital allowances on expenditure incurred by Resources prior to Closing on the provision of machinery or plant which at the date hereof is still leased will or may be restricted by reason of Section 61(5) of the CAA (machinery and plant on lease). (vii) Resources has not made any election under Section 37 of the CAA Capital Allowances Act 1990 (short life assets) nor is it has been taken to have made any such an election under subsection sub-section (8)(c) thereofof that Section. (viii) Resources has not obtained any capital allowances under Chapter VI Part II of the CAA (fixtures). (ix) Resources is not involved in a dispute with another person as to the entitlement of capital allowances under Section 51(7) of the CAA.

CAPITAL ALLOWANCES. (i) 8.7.1 The aggregate book value of each of the assets of the Company, on which an entitlement to industrial building allowances or other allowances in respect of capital expenditure has arisen, in or adopted for the purpose of the Accounts does not exceed the aggregate residue of expenditure or written-down value attributable to such assets for the purposes of the CAA and the aggregate book value of plant and machinery allocated to pool of plant and machinery on which an entitlement to capital allowances has arisen does not exceed the written-down value of the qualifying expenditure in respect of each such pool under the CAA. 8.7.2 All expenditures expenditure incurred by the Company on which Resources has incurred or it may incur under any subsisting commitment on the provision of machinery or plant has qualified or will qualify (if not deductible as a trading expense of a trade carried on by Resourcesthe Company) for writing-writing down allowances under the CAACAA Part II (machinery and plant). (ii) The value attributed in the Accounts to each Asset or pool of Assets is such that on a disposal of each such Asset or pool of Assets on 8.7.3 Since the Balance Sheet Date for a consideration equal to such value or aggregate value no balancing charge would have arisen. (iii) All capital expenditures incurred by Resources since the Balance Sheet Date and all capital expenditures which may be incurred by Resources under any existing contract nothing has qualified or will be capable of qualifying for capital allowances. Such allowances have been or will be made in taxing Resources' trade. (iv) Since the Balance Sheet Date, Resources has not done or omitted to do or agreed to do or permitted to be done any act happened as a result of which Resources could there may be required to bring a disposal value into account or suffer made against the Company a balancing charge or any disposal value may be subject to brought into account under CAA s.24 (writing down allowances and balancing adjustments) or there may be any recovery of excess relief for within CAA ss.46 or 47 (recovery of excess relief) or a relevant event may occur within the purpose meaning of CAA s.138 (scientific research). 8.7.4 There is not, and there are no circumstances which could give rise to, any dispute between the Company and any other person as to the entitlement to capital allowances under Sections 4, 24, 87, 100 or 128 of the CAA or a withdrawal of first year allowances or a recovery of excess relief under Sections 46 or 47 of the CAA. ss.51 to 59 (v) Resources has not incurred any expenditure on the provision of any capital allowance bearing asset for leasing. (vi) No claim for capital allowances on expenditure incurred by Resources prior to Closing on the provision of machinery or plant which at the date hereof is still leased will or may be restricted by reason of Section 61(5) of the CAA (machinery and plant on leasefixtures). (vii) Resources 8.7.5 The Company has not made any election under Section 37 of the CAA s.37 (short life assets) nor is it has been taken to have made any such an election under subsection CAA s.37(8)(c). 56 8.7.6 No capital expenditure incurred or to be incurred by the Company has been or will be deemed, under the provisions of CAA s.159 (8)(c) thereofTime when capital expenditure is incurred), to have been or be incurred on a date other than that upon which the obligation to pay the expenditure became or becomes unconditional. 8.7.7 No election has been made by the Company under CAA s.53 (viiiExpenditure incurred by equipment lessor) Resources has not obtained or CAA s.55 (Expenditure incurred by incoming lessee: election to transfer right to allowances) in relation to any capital allowances under Chapter VI Part II of the CAA (fixtures). (ix) Resources is not involved in a dispute with another person as to the entitlement of capital allowances under Section 51(7) of the CAA.

CAPITAL ALLOWANCES. (i) All expenditures which Resources the Company has incurred or may incur under any subsisting commitment on the provision of machinery or plant has qualified or will qualify (if not deductible as a trading expense of a trade carried on by Resourcesthe Company) for writing-down writingdown allowances under the CAA. (ii) The value attributed in the Accounts to each Asset asset or pool of Assets assets is such that on a disposal of each such Asset asset or pool of Assets assets on the Balance Sheet Date for a consideration equal to such value or aggregate value no balancing charge would have arisen. (iii) All capital expenditures incurred by Resources the Company since the Balance Sheet Date and all capital expenditures expenditure which may be incurred by Resources the Company under any existing contract contact has qualified or will be capable of qualifying for capital allowances. Such allowances have been or will be made in taxing Resources' the Company's trade. (iv) There are set out in Schedule 3.12 details of all capital allowances claimed in respect of the accounting period of the Company ended on the Balance Sheet Date. (v) Since the Balance Sheet Date, Resources Date the Company has not done or omitted to do or agreed to do or permitted to be done any act as a result of which Resources the Company could be required to bring a disposal value into account or suffer a balancing charge or be subject to recovery of excess relief for the purpose of capital allowances under Sections 4, 24, 87, 100 or 128 of the CAA or a withdrawal of first year allowances or a recovery of excess relief under Sections 46 or 47 of the CAA. (vvi) Resources The Company has not incurred any expenditure on the provision of any capital allowance bearing asset for leasing. (vivii) No claim for capital allowances on expenditure incurred by Resources the Company prior to Closing on the provision of machinery or plant which at the date hereof of this agreement is still leased will or not may be restricted by reason of Section section 61(5) of the CAA (machinery and plant on lease). (viiviii) Resources The Company has not made any election under Section section 37 of the CAA (short life assets) nor is it taken to have made any such election under subsection (8)(c) thereof. (viiiix) Resources The Company has not obtained any capital allowances under Chapter VI Part II of the CAA (fixtures). (ixx) Resources The Company is not and is not likely to be involved in a dispute with another person as to the entitlement of capital allowances under Section section 51(7) of the CAA.

CAPITAL ALLOWANCES. 4.1 If any asset of the Company or any Subsidiary were disposed of at Completion for its book value as shown in, or adopted for the purpose of, the Accounts, or for the value of consideration actually given for it on its acquisition (iif such asset were acquired since the Accounts Date), no balancing charge under CAA 2001 (or any other legislation relating to capital allowances) or similar clawback of relief in jurisdictions outside the UK would be made on the Company or that Subsidiary. 4.2 No event has occurred since the Accounts Date (otherwise than in the ordinary course of business) whereby any balancing charge may fall to be made against, or any disposal value may fall to be brought into account by, the Company or any Subsidiary under CAA 2001 (or any other legislation relating to any capital allowances) or similar legislation relating to relief for similar capital expenditure in jurisdictions outside of the UK. 4.3 All expenditures expenditure which Resources has the Company and Subsidiaries have incurred or may incur under any subsisting commitment on for the provision of plant or machinery or plant has qualified qualified, or will qualify (if not deductible as a trading expense of a trade carried on by Resources) the Company or Subsidiary), for writingallowances at the applicable rate under CAA 2001. Neither the Company nor any Subsidiary has claimed any research and development tax relief or tax credit nor any first-down allowances under year tax credits (within the CAAmeaning of section 262A of, and Schedule 1A to, CAA 2001). (ii) The value attributed in 4.4 Neither the Accounts to each Asset or pool of Assets is such that on a disposal of each such Asset or pool of Assets on the Balance Sheet Date for a consideration equal to such value or aggregate value no balancing charge would have arisen. (iii) All capital expenditures incurred by Resources since the Balance Sheet Date and all capital expenditures which may be incurred by Resources under Company nor any existing contract Subsidiary has qualified or will be capable of qualifying for capital allowances. Such allowances have been or will be made in taxing Resources' trade. (iv) Since the Balance Sheet Date, Resources has not done or omitted to do or agreed to do or permitted to be done any act as a result of which Resources could be required to bring a disposal value into account or suffer a balancing charge or be subject to recovery of excess relief for the purpose of capital allowances under Sections 4, 24, 87, 100 or 128 of the CAA or a withdrawal of first year allowances or a recovery of excess relief under Sections 46 or 47 of the CAA. (v) Resources has not incurred any expenditure on the provision of any capital allowance bearing asset for leasing. (vi) No claim for capital allowances on expenditure incurred by Resources prior in respect of any asset which is leased to Closing on or from, or hired to or from, the provision Company or any Subsidiary. No election affecting the Company or any Subsidiary has been made, or agreed to be made, under sections 177 or 183 of machinery or plant which at the date hereof is still leased will or may be restricted by reason CAA 2001 in respect of Section 61(5) of the CAA (machinery and plant on lease)such assets. (vii) Resources 4.5 Neither the Company nor any Subsidiary is a lessee under a lease to which Chapter 17 of Part 2 of CAA 2001 apply or could apply. 4.6 Neither the Company nor any Subsidiary is a party to any transactions to which paragraphs 2-5 and 7 of Schedule 3 to TIOPA 2010 apply or could apply. 4.7 Neither the Company nor any Subsidiary has not made any election under Section 37 section 83 of the CAA (short life assets) 2001, nor is it taken to have made any such an election under subsection (8)(csection 89(4) thereofof CAA 2001. (viii) Resources 4.8 Neither the Company nor any Subsidiary has not obtained incurred any long-life asset expenditure within the meaning of section 90 of CAA 2001. 4.9 None of the assets of the Company or any Subsidiary, expenditure on which has qualified for a capital allowance under Part 3 of CAA 2001, has at any time been used otherwise than as an industrial building or structure. 4.10 Neither the Company nor any Subsidiary has incurred any expenditure which qualifies for allowances under Chapter VI Part II 3A of the CAA 2001 (fixturesbusiness premises renovation allowance). 4.11 Since the Accounts Date neither the Company nor any Subsidiary has incurred any expenditure incurred on the provision of or replacement of integral features (ix) Resources is not involved in a dispute with another person as to within the entitlement meaning of capital allowances under Section 51(7) section 33A of the CAACAA 2001).

CAPITAL ALLOWANCES. 24.1 The Seller and the Buyer agree that the Seller shall be entitled to claim capital allowances for any period up to the date of Actual Completion. The Seller and the Buyer agree that at the Date of Actual Completion they shall jointly make an election pursuant to Section 198 Capital Allowances Act 2001 (i"CAA") All expenditures that the proportion of the Purchase Price which Resources has incurred or may incur under any subsisting commitment on the provision of machinery or plant has qualified or will qualify (if not deductible shall be treated as a trading expense of a trade carried on by Resources) for writing-down allowances under the CAA. (ii) The value attributed in the Accounts to each Asset or pool of Assets is such that on a disposal of each such Asset or pool of Assets on the Balance Sheet Date for a consideration equal to such value or aggregate value no balancing charge would have arisen. (iii) All capital expenditures expenditure incurred by Resources since the Balance Sheet Date and all capital expenditures which may be incurred by Resources under any existing contract has qualified or will be capable of qualifying for capital allowances. Such allowances have been or will be made in taxing Resources' trade. (iv) Since the Balance Sheet Date, Resources has not done or omitted to do or agreed to do or permitted to be done any act as a result of which Resources could be required to bring a disposal value into account or suffer a balancing charge or be subject to recovery of excess relief for the purpose of capital allowances under Sections 4, 24, 87, 100 or 128 of the CAA or a withdrawal of first year allowances or a recovery of excess relief under Sections 46 or 47 of the CAA. (v) Resources has not incurred any expenditure Buyer on the provision of any capital allowance bearing asset qualifying fixtures and fittings (for leasingthe purposes of CAA) shall be fixed in an amount of Pound Sterling500,000 (five hundred thousand pounds) ("the Amount") and that they shall give notice of such election in the form or substantially in the form set out as annexed hereto at the Sixth Schedule to this Agreement and thereupon the Seller shall (with the authority of the Buyer which is hereby given by the Buyer) submit such notice to the Seller's Inspector of Taxes. (vi24.2 The parties agree that in making the election referred to in the provisions noted above they shall comply with all the requirements of Section 201 CAA and other requirements of legislation and Inland Revenue practice from time to time in force and shall comply with all relevant time limits. In particular without prejudice to the generality of the foregoing the Seller and the Buyer should each provide a notice of election to the Inland Revenue as in the form required by Sections 198 and 201 CAA in the agreed form and shall ensure that a copy of the notice shall accompany its return for its "relevant period" for the purposes of Section 201(4) No CAA. 24.3 The Buyer agrees that it shall not under any circumstances claim for capital allowances on in respect of expenditure incurred by Resources prior to Closing it on any fixtures and fittings (which are qualifying fixtures and fittings for the provision of machinery or plant which at the date hereof is still leased will or may be restricted by reason of Section 61(5) of the CAA (machinery and plant on lease). (vii) Resources has not made any election under Section 37 of the CAA (short life assets) nor is it taken to have made any such election under subsection (8)(c) thereof. (viii) Resources has not obtained any capital allowances under Chapter VI Part II of the CAA (fixtures). (ix) Resources is not involved in a dispute with another person as to the entitlement of capital allowances under Section 51(7) purposes of the CAA.) which are comprised in the Property except in respect of an amount which does not exceed the Amount (as defined above). SCHEDULE 1 (COVENANTS AND AGREEMENTS BY THE SURETY) 1. The Surety hereby agrees with the Seller that:- 1.1 The Buyer or such group company (as referred to in Clause 11.1) or the Surety shall duly perform and observe all of the terms of this Agreement 1.2 The Surety is jointly and severally liable with the Buyer for the fulfilment of all the obligations of the Buyer under the terms of this Agreement and agrees that the Seller in enforcement of its rights under this Agreement may proceed against the Surety as if the Surety was named as the Buyer and the Buyer had validly signed and entered into this Agreement. SCHEDULE 2 Agreed Form Statutory Declaration SCHEDULE 3 COLLATERAL WARRANTIES The Following documents: 1. Letter of Appointment dated 24th June 1996 and made between the Second Seller (then known as Micro Focus Limited) (1) and Architectural Partnership Plc (2) 2. Letter of Appointment dated 26th March 1996 and made between the Second Seller (then known as Micro Focus Limited (1) and St Xxxxxxx (2) 3. Letter of Appointment dated 26th July 1995 and made between the Second Seller (then known as Micro Focus Limited) (1) and Price and Xxxxxx (2) 4. Letter of Appointment dated 11th July 1995 and made between the Second Seller (then known as Micro Focus Limited) (1) and Architectural Partnerships Plc (2) SCHEDULE 4 (NOTICE OF ELECTION) (Form of Joint Election) To HM Inspector of Taxes [ ] Dear Sirs SELLER: [ ] of [ ] [TAX REFERENCE] AND BUYER: [ ] of [ ] [TAX REFERENCE]

CAPITAL ALLOWANCES. (i) 13.1 All expenditures which Resources has incurred or may incur under any subsisting commitment capital expenditure on the provision of machinery or plant in respect of which the Company has qualified or will qualify (if not deductible as a trading expense of a trade carried on by Resources) for claimed writing-down allowances under the CAAChapter 5 part 2 CAA (Writing-down allowances and balancing adjustments) has qualified for such allowances and all claims for such allowances have been validly made and allowed. (ii) 13.2 The value attributed in the Accounts to each Asset asset, or the aggregates of the values attributed to the assets in each pool of Assets assets in respect of which separate computations for capital allowances are required to be made or, as a result of any election, are made, is such that on a disposal of each such Asset asset or pool of Assets assets on the Balance Sheet Accounts Date for a consideration equal to such a value or aggregate value no balancing charge would have arisenarise. 13.3 The Company has not claimed nor is it entitled to claim under section 253 TCGA (iiiRelief for loans to traders) All or section 254 TCGA (Relief for debts on qualifying corporate bonds) that an allowable loss has accrued in respect of a loan made by it. 13.4 The Company has not made a claim under section 24(2) TCGA (Disposals where assets lost or destroyed, or become of negligible value), nor has it exercised an option to pay tax by instalments under section 280 TCGA (Consideration payable by instalments). 13.5 No capital expenditures expenditure incurred by Resources since the Balance Sheet Date and all capital expenditures which may or agreed to be incurred by Resources the Company: (a) has been deemed under any existing contract s5 CAA (When capital expenditure is incurred) to have been, or may be deemed under that section to be, incurred on a date other than that upon which the obligation to pay the expenditure became or becomes unconditional; or (b) is expenditure to which Chapter 10 Part 2 CAA (Long life assets) applies; or (c) has qualified or will be capable of qualifying for capital allowances. Such allowances have been or will is to be made in taxing Resources' trademet directly or indirectly (whether by subsidy, grant, contribution or otherwise) by a third party such that the expenditure may not be regarded as incurred by the Company for any of the purposes of CM. (iv) Since the Balance Sheet Date, Resources 13.6 The Company has not done or omitted to do incurred or agreed to do incur capital expenditure or permitted entered into a contract or assigned the benefit of a contract in circumstances such that ss 214 to be done any act as a result of which Resources 218 (Restrictions on Allowances) CAA has applied or could be required to bring a disposal value into account or suffer a balancing charge or be subject to recovery of excess relief for the purpose of capital allowances under Sections 4, 24, 87, 100 or 128 of the CAA or a withdrawal of first year allowances or a recovery of excess relief under Sections 46 or 47 of the CAAapply. (v) Resources 13.7 The Company is not nor has not incurred any expenditure on the provision of any capital allowance bearing asset for leasing. (vi) No it been entitled to claim for capital allowances on expenditure incurred by Resources prior to Closing on the provision of machinery or plant which at the date hereof is still leased will or may be restricted by reason of Section 61(5) of the CAA (machinery and plant on lease). (vii) Resources has not made any election under Section 37 of the CAA (short life assets) nor is it taken to have made any such election under subsection (8)(c) thereof. (viii) Resources has not obtained any capital allowances under Chapter VI Part II of the 3 CAA (fixturesIndustrial buildings allowances). (ix) Resources is not involved in a dispute with another person as to the entitlement of capital allowances under Section 51(7) of the CAA.

CAPITAL ALLOWANCES. 5.1 The aggregate book value of each of the assets of the Company, on which an entitlement to industrial building allowances or other allowances in respect of capital expenditure has arisen under the Capital Xxxxxxxxxx Xxx 0000 or the Capital Xxxxxxxxxx Xxx 0000, in or adopted for the purposes of the Accounts does not exceed the aggregate residue of expenditure or written-down value attributable to such assets for the purposes of those Acts and the aggregate book value of plant and machinery allocated to a pool of plant and machinery on which an entitlement to capital allowances has arisen under Part II Capital Allowances Act 1990 (imachinery and plant) does not exceed the written-down value of the qualifying expenditure in respect of each such pool under that Act. 5.2 All expenditures expenditure incurred by the Company or which Resources has incurred or it may incur under any subsisting commitment on for the provision of machinery or plant has qualified or will qualify for writing down allowances under Part II Capital Allowances Act 1990 (if not deductible machinery and plant) as a trading expense of a trade carried on by Resources) the Company. 5.3 Since the Accounts Date any claims for writing-down capital allowances which have been made under the CAA. (ii) The value attributed in the Accounts to each Asset or pool of Assets is such that on a disposal of each such Asset or pool of Assets on the Balance Sheet Date for a consideration equal to such value or aggregate value Capital Xxxxxxxxxx Xxx 0000 have not been withdrawn, and no balancing charge would have arisen. (iii) All capital expenditures incurred by Resources since the Balance Sheet Date and all capital expenditures which may be incurred by Resources under any existing contract has qualified or will be capable of qualifying for capital allowances. Such available allowances have been or will be made in taxing Resources' tradedisclaimed. (iv) 5.4 Since the Balance Sheet Date, Resources Accounts Date the Company has not done or omitted to do or agreed to do or permitted to be done any act as a result of which Resources could which:- 5.4.1 there may be required to bring a disposal value into account or suffer made against the Company a balancing charge under the Capital Xxxxxxxxxx Xxx 0000 or under the Capital Xxxxxxxxxx Xxx 0000; or 5.4.2 any disposal value may be subject to brought into account under section 24 Capital Allowances Act 1990 (writing down allowances and balancing adjustments); or 5.4.3 there may be any recovery of excess relief for within sections 46 or 00 Xxxxxxx Xxxxxxxxxx Xxx 0000 (recovery of excess relief); or 5.4.4 a relevant event may occur within the purpose meaning of section 000 Xxxxxxx Xxxxxxxxxx Xxx 0000 (scientific research). 5.5 There is not, and so far as the Vendor is aware there are no circumstances which could give rise to, any dispute between the Company and any other person as to the entitlement to capital allowances under Sections 4, 24, 87, 100 or 128 of the CAA or a withdrawal of first year allowances or a recovery of excess relief under Sections 46 or 47 of the CAA. sections 51 to 00 Xxxxxxx Xxxxxxxxxx Xxx 0000 (v) Resources has not incurred any expenditure on the provision of any capital allowance bearing asset for leasing. (vi) No claim for capital allowances on expenditure incurred by Resources prior to Closing on the provision of machinery or plant which at the date hereof is still leased will or may be restricted by reason of Section 61(5) of the CAA (machinery and plant on leasefixtures). (vii) Resources 5.6 The Company has not made any election under Section section 37 of the CAA Capital Allowances Act 1990 (short life assets) nor is it has been taken to have made any such an election under subsection sub-section (8)(c) thereofof that section. (viii) Resources 5.7 The Company has not obtained any capital allowances under Chapter VI Part II no machinery or plant which falls within the definition of a long life asset for the CAA (fixtures)purposes of section 38A Capital Allowances Xxx 0000. (ix) Resources is not involved in a dispute with another person as to the entitlement of capital allowances under Section 51(7) of the CAA.

CAPITAL ALLOWANCES. (i) All expenditures 10.1 The aggregate book value of each of the assets of the Company, exclusive of any value attributable to an asset in excess of its cost, on which Resources an entitlement to allowances in respect of capital expenditure has incurred or may incur under any subsisting commitment on the provision of machinery or plant has qualified or will qualify (if not deductible as a trading expense of a trade carried on by Resources) for writing-down allowances arisen under the CAA. , in or adopted for the purposes of the Accounts, does not exceed the aggregate residue of expenditure or written down value attributable to such an asset for the purposes of that Act, and the aggregate book value (iiexclusive of any value attributable to an asset in excess of its cost) The value attributed in the Accounts of plant and machinery allocated to each Asset or a pool of Assets is such that plant and machinery on a disposal which an entitlement to capital allowances has arisen under Part II of the CAA does not exceed the written-down value of the qualifying expenditure in respect of each such Asset or pool of Assets on the Balance Sheet Date for a consideration equal to such value or aggregate value no balancing charge would have arisenunder that Act. (iii) All capital expenditures incurred by Resources 10.2 The Company has not since the Balance Sheet Last Accounts Date and all capital expenditures which may be incurred by Resources under any existing contract has qualified or will be capable of qualifying for capital allowances. Such allowances have been or will be made in taxing Resources' trade. (iv) Since the Balance Sheet Date, Resources has not done or omitted to do do, or agreed to do do, or permitted to be done done, any act as a result of which Resources could there may be required to bring a disposal value into account or suffer made a balancing charge or any disposal value may be subject to recovery brought into account or any deemed trading receipt may arise under or by virtue of excess relief for the purpose of capital allowances under Sections 4, 24, 87, 100 or 128 any provision of the CAA (or any corresponding legislation outside the United Kingdom) or there may be a withdrawal or refusal of first year allowances or a recovery of excess relief under Sections 46 or 47 of the CAAany such provision. (v) Resources has not incurred any expenditure on the provision of any capital allowance bearing asset for leasing. (vi) No claim for capital allowances on expenditure incurred by Resources prior to Closing on the provision of machinery or plant which at the date hereof is still leased will or may be restricted by reason of Section 61(5) of the CAA (machinery and plant on lease). (vii) Resources 10.3 The Company has not made any election under Section 37 section 290 of the CAA (short life assets) long leases), section 83 of the CAA, nor is it taken to have made any such an election under subsection sub-section (8)(c) thereof. (viiielection for assets to be treated as short life assets), section 177 (expenditure incurred by equipment lessor) Resources has not obtained any capital allowances under Chapter VI Part II of the CAA, section 183 of the CAA (fixtures)expenditure incurred by incoming lessee : transfer of allowances) in respect of any assets held as at Completion. (ix) Resources is 10.4 The Company has not involved in a dispute with another person as entered into or agreed to the entitlement of capital allowances enter into any elections under Section 51(7) sections 198 or 199 of the CAA. 10.5 The Company is not and never has been party to a “long funding lease” (as defined by section 70G of the CAA) which may fall within the provisions of Schedules 8 and 9 of the FA 2006. 10.6 The Company has not claimed any research and development tax relief or credit nor any first year tax credits (within the meaning of section 262A of and Schedule 1A to, the CAA).

CAPITAL ALLOWANCES. 6.1 No balancing charge under the CAA would be made on the Target on the disposal of any asset, or of any pool of assets (ithat is to say all those assets expenditure relating to which would be taken into account in computing whether a balancing charge would arise on a disposal of any other of those assets) All expenditures which Resources on the assumption that the disposals are made for a consideration equal to the book value shown in or adopted for the purpose of the Last Accounts for each of the assets. 6.2 The Target has not: (a) incurred or may incur under any subsisting commitment capital expenditure on the provision of machinery or plant has qualified for leasing; (b) made and could not be treated as having made an election under section 83 CAA (meaning of “short-life asset”); (c) made any election under section 183 CAA (incoming lessee where lessor entitled to allowances); or (d) made or will qualify agreed to make any election under section 198 (if election to apportion sale price on sale of qualifying interest) or section 199 (election to apportion capital sum by lessee on grant of lease) CAA. 6.3 The Target does not deductible own any asset which is, or is capable of being, a long-life asset as a trading expense defined in section 91 CAA (meaning of a trade carried on “long-life asset”). 6.4 No capital allowances have been claimed by Resources) for the Target which are liable to be reduced or withdrawn by virtue of sections 109 (writing-down allowances under the at 10%), 110 (cases where allowances are prohibited) or 307 (building not industrial building when first used) CAA. (ii) 6.5 The value attributed in the Accounts to each Asset or pool of Assets is such that on a disposal of each such Asset or pool of Assets on the Balance Sheet Date for a consideration equal to such value or aggregate value no balancing charge would have arisen. (iii) All capital expenditures incurred by Resources Target has not since the Balance Sheet Last Accounts Date and all capital expenditures which may be incurred by Resources under any existing contract has qualified or will be capable of qualifying for capital allowances. Such allowances have been or will be made in taxing Resources' trade. (iv) Since the Balance Sheet Date, Resources has not done or omitted to do do, or agreed to do do, or permitted to be done done, any act as a result of which Resources could there may be required to bring a disposal value into account or suffer made a balancing charge or be subject to recovery of excess relief for the purpose of capital allowances under Sections 4, 24, 87, 100 or 128 of the CAA or a withdrawal of first year allowances under any provision of the CAA or a recovery of excess relief under Sections 46 sections 111 (excess allowances: standard recovery mechanism) or 47 of the section 112 (excess allowances: connected persons) or section 113 (excess allowances: special provisions for ships) CAA. (v) Resources has not incurred any expenditure on the provision 6.6 The Disclosure Letter contains full details of any capital allowance bearing asset for leasing. (vi) No claim for capital allowances on all expenditure incurred by Resources prior since the Last Accounts Date or to Closing on the provision be incurred under any subsisting commitment in respect of which allowances can be claimed under part 2 (plant and machinery or plant which at the date hereof is still leased will or may be restricted by reason of Section 61(5allowances) of the CAA and part 3 (machinery and plant on lease). (viiindustrial building allowances) Resources has not made any election under Section 37 of the CAA (short life assets) nor is it taken to have made any such election under subsection (8)(c) thereof. (viii) Resources has not obtained any capital allowances under Chapter VI Part II of the CAA (fixtures). (ix) Resources is not involved in a dispute with another person as to the entitlement of capital allowances under Section 51(7) of the CAA.

CAPITAL ALLOWANCES. 4.1 The aggregate book value of each of the assets of the Company, on which an entitlement to industrial building allowances or other allowances in respect of capital expenditure has arisen under the Capital Xxxxxxxxxx Xxx 0000 or the Capital Xxxxxxxxxx Xxx 0000, in or adopted for the purposes of the Accounts does not exceed the aggregate residue of expenditure or written down value attributable to such assets for the purposes of those Acts and the aggregate book value of plant and machinery allocated to a pool of plant and machinery on which an entitlement to capital allowances has arisen under Part II Capital Allowances Act 1990 (imachinery and plant) does not exceed the written down value of the qualifying expenditure in respect of each such pool under that Act. 4.2 All expenditures expenditure incurred by the Company or which Resources has incurred or it may incur under any subsisting commitment on for the provision of machinery or plant has qualified or will qualify (if not deductible as a trading expense of a trade carried on by Resourcesthe Company) for writing-writing down allowances under the CAAPart II Capital Allowances Act 1990 (machinery and plant). (ii) The value attributed in 4.3 Since the Accounts to each Asset or pool of Assets is such that on a disposal of each such Asset or pool of Assets on the Balance Sheet Date for a consideration equal to such value or aggregate value no balancing charge would have arisen. (iii) All capital expenditures incurred by Resources since the Balance Sheet Date and all capital expenditures which may be incurred by Resources under any existing contract nothing has qualified or will be capable of qualifying for capital allowances. Such allowances have been or will be made in taxing Resources' trade. (iv) Since the Balance Sheet Date, Resources has not done or omitted to do or agreed to do or permitted to be done any act happened as a result of which Resources could which: there may be required to bring a disposal value into account or suffer made against the Company a balancing charge under the Capital Xxxxxxxxxx Xxx 0000 or under the Capital Xxxxxxxxxx Xxx 0000; or any disposal value may be subject to brought into account under section 24 Capital Allowances Act 1990 (writing down allowances and balancing adjustments); or there may be any recovery of excess relief for within sections 46 or 00 Xxxxxxx Xxxxxxxxxx Xxx 0000 (recovery of excess relief); or a relevant event may occur within the purpose meaning of section 000 Xxxxxxx Xxxxxxxxxx Xxx 0000 (scientific research). 4.4 There is not, and there are no circumstances which could give rise to, any dispute between the Company and any other person as to the entitlement to capital allowances under Sections 4, 24, 87, 100 or 128 of the CAA or a withdrawal of first year allowances or a recovery of excess relief under Sections 46 or 47 of the CAA. sections 51 to 00 Xxxxxxx Xxxxxxxxxx Xxx 0000 (v) Resources has not incurred any expenditure on the provision of any capital allowance bearing asset for leasing. (vi) No claim for capital allowances on expenditure incurred by Resources prior to Closing on the provision of machinery or plant which at the date hereof is still leased will or may be restricted by reason of Section 61(5) of the CAA (machinery and plant on leasefixtures). (vii) Resources 4.5 The Company has not made any election under Section section 37 of the CAA Capital Allowances Act 1990 (short life assets) nor is it has been taken to have made any such an election under subsection sub-section (8)(c) thereofof that section. (viii) Resources has not obtained any capital allowances under Chapter VI Part II of the CAA (fixtures). (ix) Resources is not involved in a dispute with another person as to the entitlement of capital allowances under Section 51(7) of the CAA.

CAPITAL ALLOWANCES. 32.1 No balancing charge under CAA (ior other legislation relating to any capital allowances) All expenditures which Resources has incurred or may incur under any subsisting commitment would be made on the provision Company on the disposal of machinery or plant has qualified or will qualify (if not deductible as a trading expense of a trade carried on by Resources) for writing-down allowances under the CAA. (ii) The value attributed in the Accounts to each Asset or any pool of Assets assets (that is such that to say, all those assets expenditure relating to which would be taken into account in computing whether a balancing charge would arise on a disposal of each any other of those assets) or of any asset not in such Asset or pool of Assets a pool, on the Balance Sheet Date assumption that the disposals are made for a consideration equal to such the book value shown in or aggregate value no balancing charge would have arisenadopted for the purpose of the Accounts for the assets in the pool or (as the case may be) for the asset. (iii) All 32.2 The Disclosure Letter contains full details of all disclaimers of capital expenditures incurred by Resources since the Balance Sheet Date allowances and all capital expenditures which may be incurred by Resources under writing down allowances on plant and machinery and of any existing contract has qualified reduction in initial allowances on industrial or will be capable of qualifying for capital allowances. Such allowances have been or will be made in taxing Resources' tradeagricultural buildings. (iv) 32.3 The Company has notified its Inspector of Taxes under section 118 Finance Xxx 0000 of all expenditure incurred which qualifies for plant and machinery allowances. 32.4 Since the Balance Sheet Accounts Date, Resources the Company has not done or done, omitted to do or do, agreed to do or permitted to be done done, any act as a result of which Resources could there may be required to bring made a balancing charge, or any disposal value may fall to be brought into account or suffer a balancing charge or there may be subject to recovery of excess relief for the purpose of capital allowances under Sections 4, 24, 87, 100 or 128 of the CAA or a withdrawal of first year allowances or a any recovery of excess relief under Sections 46 the CAA (or 47 of the CAAany other legislation relating to any capital allowances). (v) Resources 32.5 Save as disclosed in the Disclosure Letter, the Company has not incurred made any expenditure on the provision of any capital allowance bearing asset for leasing. (vi) No claim for capital allowances on expenditure incurred in respect of any asset which is leased to or from, or hired to or from, the Company and no election affecting the Company has been made, or agreed to be made, under section 177 or section 183 CAA in respect of any such assets. 32.6 Sections 196-199 CAA do not apply to any fixtures acquired by Resources prior the Company for a capital sum so as to Closing on determine the provision of machinery or plant which at the date hereof is still leased will or may be restricted by reason of Section 61(5) disposal value of the CAA (machinery and plant on lease)seller of the fixture. (vii) Resources 32.7 No asset, expenditure on which by the Company has qualified for a capital allowance under Part I CAA, has at any time since that expenditure was incurred, been used otherwise than as an industrial building or structure. 32.8 The Company does not own any long life assets as defined by section 91 CAA and has not made any election under Section 37 of the sections 83(6) and 85 CAA (short short-life assets) nor is it taken to have made any such election under subsection (8)(c) thereof. (viii) Resources has not obtained any capital allowances under Chapter VI Part II of the CAA (fixtures). (ix) Resources 32.9 In respect of all plant and machinery held by the Company under any lease: 32.9.1 all those assets have, at all relevant times, been used for a qualifying purpose for the purposes of sections 122 to 125 and 105 to 115 CAA; 32.9.2 all plant and machinery held by the Company under any lease is, and has at all times been, used for a qualifying purpose in the requisite period in accordance with Part 2 CAA and was purchased by the relevant lessor as principal acting for itself and without intervention of any agent; and 32.9.3 no enquiry or investigation is not involved in a dispute with another person as being conducted by HM Revenue & Customs concerning the availability to the entitlement lessor of capital allowances under Section 51(7) in respect of the CAAplant and machinery concerned.

CAPITAL ALLOWANCES. (i) 3.1 All expenditures capital expenditure which Resources the Company has incurred or may incur under any subsisting commitment on the provision of machinery or plant has qualified or will qualify (if for capital allowances. 3.2 The Principal Sellers are not deductible aware of any circumstances as a trading expense of a trade carried to why the capital expenditure on by Resources) for writing-down which capital allowances have been claimed should not continue to attract capital allowances either under the Taxes Act or the CAA. (ii) The value attributed 3.3 Full details of capital allowances claimed in each of the Accounts to each Asset or pool last six years and of Assets is such that all disclaimers of capital allowances and reductions in initial allowances on a disposal of each such Asset or pool of Assets on the Balance Sheet Date for a consideration equal to such value or aggregate value no balancing charge would industrial buildings have arisenbeen Disclosed. (iii) 3.4 All capital expenditures allowances made or to be made to the Company in respect of capital expenditure incurred by Resources since the Balance Sheet Date and all capital expenditures which may prior to Completion or to be incurred by Resources under any existing contract has qualified or will be capable of qualifying for capital allowances. Such allowances subsisting commitment have been made or will be made in taxing Resources' for the purpose of its trade. (iv) 3.5 Since the Balance Sheet Date, Resources Accounts Date the Company has not done or omitted to do or agreed to do or permitted to be done any act as a result of which Resources could there may be required to bring a disposal value into account or suffer a balancing charge or be subject to recovery of excess relief for the purpose of capital allowances reduction in allowance under Sections 455, 24314, 87, 100 376 or 128 417 of the CAA CAA, or a withdrawal of first year allowances or a recovery of excess relief under Sections 46 111 or 47 112 of the CAA. (v) Resources 3.6 None of Sections 325 or 326, Part 2 Chapter 17, or Sections 567 to 570 inclusive, or 157 of the CAA applies in respect of any of the assets owned by the Company. 3.7 The Company has not made any election under Part 2 Chapter 9 of the CAA nor has it made an election thereunder for assets to be treated as short-life assets. 3.8 The Company has not incurred any capital expenditure on the provision of any capital allowance bearing asset for leasing. (vi) No claim for capital allowances on expenditure incurred by Resources prior to Closing on the provision of machinery or plant which at the date hereof is still leased will or may be restricted by reason of Section 61(5) of the CAA for leasing (machinery and plant on leasePart 2 Chapter 14). (vii) Resources 3.9 The Company is not and has not made been the lessee of any election plant or machinery. 3.10 No balancing charge under Section 37 the CAA would arise on the disposal of any asset or the assets of the CAA Company taken as a whole if each of the assets were disposed of for a consideration equal to its book value in or adopted for the purposes of the Accounts (short life assets) nor is it and for the purposes of this warranty "asset" shall be taken to have made any include each and every part of such election under subsection (8)(c) thereof. (viii) Resources has not obtained any capital allowances under Chapter VI Part II of the CAA (fixturesasset).] (ix) Resources 3.11 The Company is not involved in a dispute with another any person as to the entitlement availability of capital allowances under Section 51(7) Part 2 Chapter 4 CAA and there are no circumstances which are likely to give rise to such a dispute. 3.12 None of the Company's assets, expenditure on which has qualified for a capital allowance under Part 3 CAA, has at any time since that expenditure was incurred been used otherwise than as an industrial building or structure. 3.13 The Company has not entered into, nor agreed to enter into, any elections under Section 198 CAA.

CAPITAL ALLOWANCES. 15.1 The Vendor will on demand by the Purchaser sign and submit to the Inland Revenue any claims or elections which the Purchaser reasonably requires in order to enable the Purchaser to claim capital allowances in respect of the Purchaser's acquisition of the Assets including (iwithout limitation): (a) All expenditures any elections in respect of Assets which Resources has incurred or may incur are fixtures for the purposes of Capital Allowances Xxx 0000; and/or (b) any elections in respect of the apportionment of the purchase price payable under any subsisting commitment on the provision of machinery or plant has qualified or will qualify (if not deductible as a trading expense of a trade carried on by Resources) for writing-down allowances under the CAAthis Agreement. 16.1 In consideration of the Purchaser entering into this Agreement and the sum of (iiPound Sign) The value attributed 1 (receipt of which is hereby acknowledged) the Guarantor unconditionally guarantees to the Purchaser as principal obligor full, prompt and complete performance by the Vendor of all its obligations and covenants under this Agreement (as varied, extended or renewed from time to time), including without limitation the due and punctual payment of all sums payable now or in the Accounts future to the Purchaser by the Vendor and the performance of all covenants under this Agreement when and as the same shall become due for payment or performance (as the case may be). Accordingly, the Guarantor undertakes with the Purchaser that if and each Asset time that the Vendor shall be in default in the payment of any sum whatsoever or pool the performance of Assets is such that any obligations under this Agreement or in breach of any of the Warranties the Guarantor will on a disposal of each such Asset or pool of Assets on demand make good the Balance Sheet Date for a consideration equal to such value or aggregate value no balancing charge would have arisen. (iii) All capital expenditures incurred by Resources since the Balance Sheet Date default and pay all capital expenditures sums which may be incurred payable and do all things required as if the Guarantor instead of the Vendor were expressed to be the primary obligor warrantor or covenantor, together with interest thereon at the rate of 1% per annum above the base rate of Barclays Bank Plc for the time being in force from the date on which such sums become payable by Resources the Vendor hereunder until payment of such sums in full. 16.2 This guarantee is a continuing guarantee and shall remain in force until all obligations and covenants of the Vendor under any existing contract has qualified or will be capable of qualifying for capital allowances. Such allowances this Agreement have been or will be made discharged and performed in taxing Resources' tradefull. (iv) Since the Balance Sheet Date, Resources has not done or omitted to do or agreed to do or permitted to be done any act as a result of which Resources could be required to bring a disposal value into account or suffer a balancing charge or be subject to recovery of excess relief for the purpose of capital allowances under Sections 4, 24, 87, 100 or 128 16.3 The obligations of the CAA Guarantor hereunder shall not be affected by any act, omission, matter or a withdrawal thing which, but for this clause 16.3, might operate to release or otherwise exonerate the Guarantor from its obligations warranties or covenants hereunder or affect such obligations or covenants including but not limited to: (a) any time or indulgence granted to or composition with the Vendor; (b) the taking, variation, compromise, renewal or release of or refusal or neglect to perfect or enforce any right or remedies against the Vendor; (c) any legal limitation, disability, incapacity or other circumstances relating to the Vendor or any other person or any amendment to or variation of the terms of this Agreement or any other document or security; or (d) any irregularity, unenforceability or invalidity of any obligations of the Vendor under this Agreement with the intent that the Guarantor's obligations under this guarantee shall remain in full force and this guarantee shall be construed accordingly as if there were no such irregularity, unenforceability or invalidity. 16.4 The Guarantor waives any right it may have of first year allowances requiring the Purchaser to proceed against or a recovery enforce any guarantee or security of excess relief under Sections 46 or 47 of claim payment from the CAAVendor. (v) Resources has not incurred any expenditure on the provision of any capital allowance bearing asset for leasing. (vi) No claim for capital allowances on expenditure incurred by Resources prior to Closing on the provision of machinery or plant which at the date hereof is still leased will or may be restricted by reason of Section 61(5) of the CAA (machinery and plant on lease). (vii) Resources has not made any election under Section 37 of the CAA (short life assets) nor is it taken to have made any such election under subsection (8)(c) thereof. (viii) Resources has not obtained any capital allowances under Chapter VI Part II of the CAA (fixtures). (ix) Resources is not involved in a dispute with another person as to the entitlement of capital allowances under Section 51(7) of the CAA.