Continuation of facilities. In relation to financial facilities under which any Group Company has outstanding Indebtedness in an amount in excess of £3,000,000, so far as the Seller is aware:
3.3.1 there has not been any material contravention of, or non-compliance by the relevant Group Company with, any of its terms or conditions;
3.3.2 no steps for the enforcement of any Encumbrance have been taken or, so far as the Seller is aware, threatened;
3.3.3 there has not been any material alteration to its terms and conditions; and
3.3.4 neither the Seller nor any Group Company has done anything which might affect or prejudice its continuation.
Continuation of facilities. In relation to all debentures, acceptance credits, overdrafts, loans or other financial facilities outstanding or available to the Company (referred to in this clause as "facilities"):-
(a) there has been no contravention of or non-compliance with any provision of any of the documents relating to the facilities;
(b) no steps for the early repayment of any indebtedness have been taken or threatened;
(c) there have not been nor are there any circumstances known to the Vendors whereby the continuation of any of the facilities might be prejudiced, or which might give rise to any alteration in the terms and conditions of any of the facilities;
(d) none of the facilities is dependent on the guarantee or indemnity of or any security provided by a third party;
(e) no Vendors have any knowledge, information or belief that, as a result of the acquisition of the Shares by the Purchaser or any other thing contemplated in this Agreement, any of the facilities might be terminated or mature prior to its stated maturity.
Continuation of facilities. 6.6.1 In relation to all debentures, acceptance credits, overdrafts, loans or other financial facilities outstanding or available to any Group Company (referred to in this clause as "Facilities"):
(a) the Disclosure Letter sets out full details and there are attached to it accurate copies of all documents relating to the Facilities; (b) there has been no contravention of or non-compliance with any provision of any of those documents; (c) no steps for the early repayment of any indebtedness have been taken or threatened; (d) there have not been nor are there any circumstances known to the `A' Shareholders whereby the continuation of any of the Facilities might be prejudiced, or which might give rise to any alteration in the terms and conditions of any of the Facilities; (e) none of the Facilities is dependent on the guarantee or indemnity of or security provided by a third party other than a Group Company; (f) without making specific enquiry no `A' Shareholder has any knowledge, information or belief that, as a result of the acquisition of the Shares by the Purchaser or any other thing contemplated in this Agreement, any of the Facilities might be terminated or mature prior to its stated maturity.
Continuation of facilities. In relation to any Agreement, trust deed, instrument or arrangement under which amounts disclosed under the paragraph headed “Bank borrowings, loan capital and guarantees” are outstanding:
(a) the Sellers have supplied to the Purchaser full details of it and true and correct copies of all documents relating to it;
(b) there has not been any contravention of or non-compliance with any of its terms;
(c) no steps for the enforcement of any Encumbrance have been taken or threatened;
(d) there has not been any alteration in its terms and conditions;
(e) so far as the Sellers are aware, none of the Sellers nor any Group Company has done anything which might affect or prejudice its continuation;
(f) it is not dependent on the guarantee of, or on any security provided by, a third party; and
(g) it is not terminable by reason of the sale of the Shares.
Continuation of facilities. In relation to all debentures, acceptance credits, overdrafts, loans or other financial facilities outstanding or available to the Company (referred to in this clause as “facilities”):
(a) there has been no contravention of or non-compliance with any provision of any of the documents relating to the facilities;
(b) no steps for the early repayment of any indebtedness have been taken or threatened;
(c) there have not been nor are there any circumstances known to the Company whereby the continuation of any of the facilities might be prejudiced, or which might give rise to any alteration in the terms and conditions of any of the facilities;
(d) none of the facilities is dependent on the guarantee or indemnity of or any security provided by a third party.
Continuation of facilities. In relation to all debentures, acceptance credits, overdrafts, loans or other financial facilities outstanding as at the date hereof or available to the Companies or any of them (referred to in this Warranty as "Facilities"):
(a) there are attached to the Disclosure Letter full and complete copies of all documents relating to the Facilities;
(b) so far as each of the Warrantors is aware there has been no material contravention of, or material non-compliance with, any provision of any document relating to any of the Facilities;
(c) no steps for the early repayment of any indebtedness have been taken of which they are not having made enquiry or threatened in writing;
(d) so far as each of the Warrantors is aware not having made enquiry there have not been, nor are there, any circumstances as a result of which the continuation of any of the Facilities might cease or be prejudiced, or which may give rise to any alteration in the terms and conditions of any of the Facilities;
(e) none of the Facilities is dependent on the guarantee or indemnity of, or any security provided by, any party other than any of the Companies;
(f) none of the Facilities may according to its terms be terminated or mature prior to their stated maturity as a result of the making of the Offer or the acquisition of the Shares (or any of the Shares) by the Buyer; and
(g) the Facilities are adequate to allow the Companies to continue trading after Completion on the same basis as prior to Completion.
Continuation of facilities. In relation to each agreement, trust deed, instrument or arrangement under which any Group Company has outstanding any loan capital, has outstanding any money borrowed or raised (including money raised by acceptances or debt factoring) or has any liability (whether present or future, actual or contingent) in respect of any guarantee or indemnity:
(a) full and accurate particulars of it, and a copy of all documents relating to it, are set out in or, as the case may be, annexed to the Disclosure Letter;
(b) there has not been any contravention of, or non-compliance with, any of its material terms or conditions;
(c) no steps for the enforcement of any Encumbrance have been taken or threatened in writing;
(d) there has not been any alteration to its terms and conditions;
(e) none of the Sellers nor any Group Company has done anything which might affect or prejudice its continuation;
(f) it is not dependent on the guarantee of, or on any security provided by, a third party; and
(g) it is not terminable, and no amount is or may become repayable under it, by reason of the sale of the Shares or the Special Voting Share.
Continuation of facilities. 4.8.1 In relation to all debentures, acceptance credits, overdrafts, loans or other financial facilities outstanding or available to any Group Company (referred to in this clause as 'facilities'):
(a) the Disclosure Letter sets out full details of, and there are attached to it, accurate copies of all documents relating to, the facilities;
(b) there has been no contravention of or non-compliance with any provision of any of those documents;
(c) no steps for the early repayment of any indebtedness have been taken or threatened;
(d) there have not been nor are there any circumstances known to the Warrantors whereby the continuation of any of the facilities might be prejudiced, or which might give rise to any alteration in the terms and conditions of any of the facilities;
(e) none of the facilities is dependent on the guarantee or indemnity of or any security provided by a third party other than a Group Company;
(f) so far as the Warrantors are aware none of the facilities might be terminated or mature prior to its stated maturity as a result of the acquisition of the Shares by the Purchaser or any other thing contemplated in this agreement.
Continuation of facilities. In relation to all debentures, acceptance credits, overdrafts, loans or other financial facilities outstanding or available to the Company (referred to in this clause as "facilities"):
(a) the Disclosure Letter sets out full and accurate details and there are attached to it accurate copies of all documents relating to the facilities;
(b) there has been no contravention of, or non-compliance with, the provisions of those documents;
(c) no steps for the early repayment of indebtedness have been taken or threatened;
(d) none of the facilities is dependent on the guarantee or indemnity of, or security provided by, a person other than the Company.
Continuation of facilities. (1) In relation to all debentures, acceptance credits, overdrafts, loans and other facilities outstanding or available to any Group Company:
(a) the Sellers have supplied to the Purchaser details of it and true and correct copies of all documents relating to it;
(b) there has not been any material contravention of or non-compliance with any of its terms;
(c) no steps for the enforcement of any Encumbrance have been taken or threatened;
(d) since the Accounts Date, there has not been any alteration in its terms and conditions and so far as the Sellers are aware there is no fact, matter or circumstance whereby the continuation of any of the facilities is likely to be prejudiced, or which is reasonably likely to give rise to any alteration in the terms and conditions of any of, or which would give rise to an obligation to make, or which would permit the calling for early repayment, the facilities; and
(e) it is not dependent on the guarantee of or indemnity, or on any security provided by, a third party.
(2) No Group Company has received notice (whether formal or informal) from any creditor requiring repayment or giving notice to, or indicating an intention to, enforce security over any of its assets.
