Common use of FINANCE AND GUARANTEES Clause in Contracts

FINANCE AND GUARANTEES. 12.1 Other than the registered charges listed in Schedule 2 (the Particulars of the Company and Subsidiaries), no guarantee, mortgage, charge or other security agreement or arrangement has been given by or entered into by the Company or any of the Subsidiaries or any third party in respect of borrowings or other obligations of the Company or the Subsidiaries. 12.2 No security over any of the assets of the Company or any of the Subsidiaries is now enforceable, whether by virtue of the stated maturity date of the indebtedness having been reached or otherwise. 12.3 Neither the Company nor any of the Subsidiaries has received any notice the terms of which have not been fully complied with and/or carried out from any creditor requiring any payment to be made and/or intimating the enforcement of any security which it may hold over the assets of the Company or the Subsidiaries. 12.4 Neither the Company nor any of the Subsidiaries has any outstanding loan capital, or has lent any money that has not been repaid, and so far as the Warrantors are aware, there are no debts owing to the Company or the Subsidiaries other than debts that have arisen in the normal course of business. 12.5 A list of aged debtors of the Company as at a date no more than 2 Business Days before the Completion Date are Disclosed. 12.6 So far as the Warrantors are aware no trade debt of more than £50,000 owing to the Company or the Subsidiaries will not be paid. 12.7 A list of historic bad debts of the Company as at 31 May 2015 are Disclosed. 12.8 Neither the Company nor any of the Subsidiaries has any outstanding obligations under a guarantee or suretyship in respect of the indebtedness of or the default in the performance in any of the material obligations of any other person. 12.9 Details of all bank accounts and financial facilities of the Company and its Subsidiaries (whether in credit or overdrawn) are Disclosed.

FINANCE AND GUARANTEES. 12.1 Other than the registered charges listed in Schedule 2 (the Particulars of the 15.1 The Company and Subsidiaries)its Subsidiary have no indebtedness in respect of any borrowings or other financial obligations to any bank or other third party lender other than to trade creditors in the ordinary course of their business. 15.2 No guarantee, no guaranteedebenture, mortgage, charge charge, pledge, lien, assignment or other security agreement or arrangement has been given by or entered into by the Company or any of its Subsidiary or so far as the Subsidiaries or Vendor is aware any third party in respect of borrowings or other financial obligations of the Company or the Subsidiariesits Subsidiary or any third party. 12.2 No security over any of the assets of the Company or any of the Subsidiaries is now enforceable, whether by virtue of the stated maturity date of the indebtedness having been reached or otherwise. 12.3 15.3 Neither the Company nor its Subsidiary has any outstanding loan capital, or has lent any money that has not been repaid, and there are no debts owing to the Company or its Subsidiary other than debts that have arisen in the normal course of business. 15.4 Neither the Company nor its Subsidiary has: (a) factored any of its debts or discounted any of its debts or engaged in financing of a type which would not need to be shown or reflected in the Subsidiaries Accounts; or (b) as far as the Vendor is aware waived any right of set-off it may have against any third party. 15.5 All debts (less any provision for bad and doubtful debts) owing to the Company or its Subsidiary reflected in the Accounts and all debts subsequently recorded in the books of the Company and its Subsidiary have either prior to the date of this agreement been realised or will, within six months after the Completion Date, realise their full amount as included in those Accounts or books in cash. 15.6 As far as the Vendor is aware neither the Company nor its Subsidiary has received any notice the whose terms of which have not been fully materially complied with and/or materially carried out from any creditor requiring any payment to be made and/or intimating the enforcement of any security which it may hold over the assets of the Company or the Subsidiariesits Subsidiary. 12.4 15.7 Neither the Company nor any of its Subsidiaries is subject to any arrangement for receipt or repayment of any grant, subsidy or financial assistance from any government department or other body. 15.8 Particulars of the balances of all the bank accounts of the Company and its Subsidiaries, showing the position as at the day immediately preceding the date of this agreement, have been Disclosed and the Company and its Subsidiaries has any outstanding loan capital, or has lent any money that has not been repaid, and so far as the Warrantors are awarehave no other bank accounts. Since those particulars were given, there are have been no debts owing to the Company or the Subsidiaries payments out of those accounts other than debts that have arisen routine payments in the normal ordinary course of business. 12.5 A list of aged debtors of the Company as at a date no more than 2 Business Days before the Completion Date are Disclosed. 12.6 15.9 So far as the Warrantors are Vendor is aware no trade debt a Change of more than £50,000 owing Control of the Company will not result in: (a) termination of or material effect on any financial agreement or arrangement to which the Company, or any of its Subsidiaries, is a party or subject; or (b) any indebtedness of the Company or the Subsidiaries will not be paid. 12.7 A list of historic bad debts of the Company as at 31 May 2015 are Disclosed. 12.8 Neither the Company nor any of the Subsidiaries has any outstanding obligations under a guarantee or suretyship in respect of the indebtedness of or the default in the performance in any of the material obligations of any other person. 12.9 Details of all bank accounts and financial facilities of the Company and its Subsidiaries (whether in credit becoming due, or overdrawn) are Disclosedcapable of being declared due and payable, prior to its stated maturity.

FINANCE AND GUARANTEES. 12.1 Other than the registered charges listed in Schedule 2 18.1 The Company has not made a loan which remains outstanding. 18.2 The Disclosure Letter contains full particulars of: (the Particulars of the Company and Subsidiaries), no guarantee, mortgage, charge or other security agreement or arrangement has been given by or entered into a) all money borrowed by the Company or any (other than trade credit in the ordinary course of the Subsidiaries or any third party in respect of borrowings business); and (b) all loans, overdrafts or other obligations of financial facilities currently outstanding or available to the Company or the Subsidiaries(Financial Facilities), including copies of all material documents relating to such Financial Facilities. 12.2 No security over any of the assets of the 18.3 The Company or any of the Subsidiaries is now enforceable, whether by virtue of the stated maturity date of the indebtedness having been reached or otherwise. 12.3 Neither the Company nor any of the Subsidiaries has not received any notice the (whose terms of which have not been fully complied with and/or or carried out out) from any creditor requiring any payment to be made and/or in respect of any indebtedness (whether arising pursuant to the Financial Facilities or otherwise), or intimating the enforcement of any security Encumbrance which it may hold holds over the assets of the Company or the SubsidiariesCompany. 12.4 Neither 18.4 Particulars of the balances of all the bank accounts of the Company, showing the position as at the day immediately preceding the date of this agreement, have been Disclosed and the Company nor any has no other bank account. Since the date of those particulars, there have been no payments out of those bank accounts other than routine payments in the ordinary course of the Subsidiaries has any outstanding loan capital, or has lent any money that has Business and the balances on such bank accounts are not been repaid, and so far as now materially different from the Warrantors are aware, there balances shown on such statements. 18.5 There are no debts owing to unpresented cheques drawn by the Company or the Subsidiaries other than debts that have arisen in the normal ordinary course of business. 12.5 A list of aged debtors of the 18.6 The Company as at is not a date no more than 2 Business Days before the Completion Date are Disclosed. 12.6 So far as the Warrantors are aware no trade debt of more than £50,000 owing party to the Company or the Subsidiaries will not be paid. 12.7 A list of historic bad debts of the Company as at 31 May 2015 are Disclosed. 12.8 Neither the Company nor any of the Subsidiaries has any outstanding obligations is it liable under a guarantee or suretyship in indemnity to secure or incur a financial or other obligation with respect to another person’s obligation. 18.7 No part of the indebtedness of loan capital or the default in the performance in any borrowing of the material obligations of any other Company is dependent on the guarantee or indemnity of, or security provided by, another person. 12.9 Details 18.8 The total amount borrowed by the Company does not exceed any limitation on its borrowing contained in its Articles or in any other document to which it is a party and the amount borrowed from its bankers does not exceed its overdraft facilities (if any). 18.9 The Company does not have outstanding any Encumbrance or any obligation (including a conditional obligation) to create any Encumbrance, other than in each case in the ordinary course of all bank accounts business. 18.10 The Company does not have outstanding and financial facilities has not agreed to create or issue any loan capital; nor has it factored or discounted any of its debts (or agreed to do so), or been engaged in financing of a type which would not require to be shown or reflected in the Accounts; or borrowed any money which it has not repaid (save for borrowings not exceeding the amounts shown in the Accounts). 18.11 No event has occurred or been alleged which: (a) constitutes an event of default, or otherwise gives rise to an obligation to repay, under an agreement relating to borrowing or indebtedness in the nature of borrowing (or will do so with the giving of notice or lapse of time or both); or (b) will lead to an Encumbrance constituted or created in connection with borrowing or indebtedness in the nature of borrowing, a guarantee, an indemnity or other obligation of the Company and its Subsidiaries becoming enforceable (whether in credit or overdrawnwill do so with the giving of notice or lapse of time or both), and, so far as the Sellers are aware, there is no fact or circumstance (other than the transactions contemplated by this agreement) are Disclosedwhich could give rise to any such obligation to repay or to any such Encumbrance becoming enforceable.

FINANCE AND GUARANTEES. 12.1 Other than the registered charges listed in Schedule 2 (the Particulars of the Company and Subsidiaries), no 10.1 No guarantee, mortgage, charge charge, pledge, lien, assignment or other security agreement or arrangement has been given by or entered into by the Company or any of the Subsidiaries or any third party in respect of borrowings or other obligations of the Company or the SubsidiariesSubsidiaries or any other person. 12.2 10.2 Neither the Company nor any of the Subsidiaries has any outstanding loan capital, or has lent any money that has not been repaid, and there are no debts owing to the Company or the Subsidiaries other than debts that have arisen in the normal course of business. 10.3 Neither the Company nor any of the Subsidiaries has: (a) factored any of its debts or discounted any of its debts or engaged in financing of a type which would not need to be shown or reflected in the Management Accounts; or (b) waived any right of set-off it may have against any third party. 10.4 All debts (less any provision for bad and doubtful debts) owing to the Company or any of the Subsidiaries reflected in the Management Accounts and all debts subsequently recorded in the books of the Company and the Subsidiaries have either prior to the date of this agreement been realised or will, within three months after the date of this agreement, realise in cash their full amount as included in those Management Accounts or books and none of those debts nor any part of them has been outstanding for more than two months from its due date for payment. 10.5 Full particulars of all money borrowed by the Company and each of the Subsidiaries (including full particulars of the terms on which such money has been borrowed) have been Disclosed. 10.6 No indebtedness of the Company or any of the Subsidiaries is due and payable and no security over any of the assets of the Company or any of the Subsidiaries is now enforceable, whether by virtue of the stated maturity date of the indebtedness having been reached or otherwise. 12.3 . Neither the Company nor any of the Subsidiaries has received any notice the whose terms of which have not been fully complied with and/or carried out from any creditor requiring any payment to be made and/or intimating the enforcement of any security which it may hold over the assets of the Company or the Subsidiaries. 12.4 Neither the Company nor any of the Subsidiaries has any outstanding loan capital, or has lent any money that has not been repaid, and so far as the Warrantors are aware, there are no debts owing to the Company or the Subsidiaries other than debts that have arisen in the normal course of business. 12.5 A list of aged debtors of the Company as at a date no more than 2 Business Days before the Completion Date are Disclosed. 12.6 So far as the Warrantors are aware no trade debt of more than £50,000 owing to the Company or the Subsidiaries will not be paid. 12.7 A list of historic bad debts of the Company as at 31 May 2015 are Disclosed. 12.8 Neither the Company nor any of the Subsidiaries has any outstanding obligations under a guarantee or suretyship in respect of the indebtedness of or the default in the performance in any of the material obligations of any other person. 12.9 Details of all bank accounts and financial facilities of the Company and its Subsidiaries (whether in credit or overdrawn) are Disclosed.

FINANCE AND GUARANTEES. 12.1 Other than the registered charges listed in Schedule 2 (the Particulars 15.1 Full particulars of all money borrowed by the Company and Subsidiaries), no each of its Subsidiaries (including full particulars of the terms on which such money has been borrowed) have been Disclosed. 15.2 No guarantee, mortgage, charge charge, pledge, lien, assignment or other security agreement or arrangement has been given by or entered into by the Company or any of the its Subsidiaries or any third party in respect of borrowings or other obligations of the Company or the its Subsidiaries. 12.2 15.3 The total amount borrowed by the Company or any of its Subsidiaries does not exceed any limitations on the borrowing powers contained: (a) in the constitutional documents of the Company or (in the case of a Subsidiary) the Subsidiary; or (b) in any debenture or other deed or document binding on the Company or Subsidiary. 15.4 Neither the Company nor any of its Subsidiaries has any outstanding loan capital or has lent any money that has not been repaid and there are no debts owing to the Company or its Subsidiaries other than debts that have arisen in the normal course of business. 15.5 Neither the Company nor any of its Subsidiaries: (a) factored any of its debts or discounted any of its debts or engaged in financing of a type which would not need to be shown or reflected in the Accounts; or (b) waived any right of set-off it may have against any third party. 15.6 All debts (less any provision for bad and doubtful debts) owing to the Company or any of its Subsidiaries reflected in the Accounts and all debts subsequently recorded in the books of the Company and its Subsidiaries have either prior to the date of this deed been realised or will, within six months after the date of this deed, realise in cash their full amount as included in those Accounts or books and none of those debts nor any part of them has been outstanding for more than two months from its due date for payment. 15.7 No indebtedness of the Company or any of its Subsidiaries is due and payable and no security over any of the assets of the Company or any of the its Subsidiaries is now enforceable, whether by virtue of the stated maturity date of the indebtedness having been reached or otherwise. 12.3 . Neither the Company nor any of the its Subsidiaries has received any notice the terms of which have not been fully complied with and/or carried out from any creditor requiring any payment to be made and/or intimating the enforcement of any security which it may hold over the assets of the Company or the of its Subsidiaries. 12.4 15.8 Neither the Company nor any of the its Subsidiaries has given or entered into any outstanding loan capitalguarantee, mortgage, charge, pledge, lien, assignment or other security agreement or arrangement or is responsible for the indebtedness, or has lent any money that has not been repaid, and so far as for the Warrantors are aware, there are no debts owing to the Company or the Subsidiaries other than debts that have arisen default in the normal course performance of businessany obligation, of any other person. 12.5 A list of aged debtors of the Company as at a date no more than 2 Business Days before the Completion Date are Disclosed. 12.6 So far as the Warrantors are aware no trade debt of more than £50,000 owing to the Company or the Subsidiaries will not be paid. 12.7 A list of historic bad debts of the Company as at 31 May 2015 are Disclosed. 12.8 15.9 Neither the Company nor any of the its Subsidiaries has is subject to any outstanding obligations under a guarantee arrangement for receipt or suretyship in respect repayment of any grant, subsidy or financial assistance from any government department or other body. 15.10 Particulars of the indebtedness of or balances on all the default in the performance in any of the material obligations of any other person. 12.9 Details of all bank accounts and financial facilities of the Company and its Subsidiaries showing the position as at the day immediately preceding the date of this deed have been Disclosed and the Company and its Subsidiaries have no other bank accounts. Since those particulars were given there have been no payments out of those accounts other than routine payments in the ordinary course of business. 15.11 Having regard to the existing banking and other facilities available to it, the Company and each of its Subsidiaries has sufficient working capital for the purposes of: (whether a) continuing to carry on its business in credit its present form and at its present level of turnover for the next twelve months; and (b) executing, carrying out and fulfilling in accordance with their respective terms all orders, projects and contractual obligations which have been placed with or overdrawnundertaken by the Company and each of its Subsidiaries. 15.12 A Change of Control of the Company will not result in: (a) are Disclosedthe termination of or material effect on any financial agreement or arrangement to which the Company, or any of its Subsidiaries, is a party or subject; or (b) any indebtedness of the Company or of any of its Subsidiaries becoming due, or capable of being declared due and payable, prior to its stated maturity.

FINANCE AND GUARANTEES. 12.1 Other than the registered charges listed in Schedule 2 (the Particulars 11.1 Full particulars of all long-term financial indebtedness of the Company and Subsidiaries)Bulkinvest and of all credit lines of the Company and Bulkinvest have been provided to the Buyer, details of which are as listed in Appendix 8. 11.2 Except for the agreements and arrangements listed on Appendix 8, no guarantee, mortgage, charge charge, pledge, lien, assignment or other security agreement or arrangement has been given by or entered into by the Company or any of the Subsidiaries Bulkinvest or any third party in respect of borrowings or other obligations of the Company or the SubsidiariesBulkinvest. 12.2 No 11.3 Neither the Company nor Bulkinvest has any outstanding loan capital. 11.4 Neither the Company nor Bulkinvest has: (a) factored any of its debts or discounted any of its debts or engaged in financing of a type which would not need to be shown or reflected in the Accounts; or (b) waived any right of set-off it may have against any third party. 11.5 Except as set forth in Appendix 8, no indebtedness of the Company or Bulkinvest has become immediately due and payable but remains unpaid and no security over any of the assets of the Company or any of the Subsidiaries Bulkinvest is now enforceable, whether by virtue of the stated maturity date of the indebtedness having been reached or otherwise. 12.3 . Neither the Company nor any of the Subsidiaries Bulkinvest has received any notice the whose terms of which have not been fully complied with and/or carried out from any creditor requiring any payment to be made and/or intimating the enforcement of any security which it may hold over the assets of the Company or the SubsidiariesBulkinvest. 12.4 Neither 11.6 Except as set forth in Appendix 8, neither the Company nor Bulkinvest has given or entered into any of guarantee, mortgage, charge, pledge, lien, assignment or other security agreement or arrangement or is responsible for the Subsidiaries has any outstanding loan capitalindebtedness, or has lent any money that has not been repaid, and so far as the Warrantors are aware, there are no debts owing to the Company or the Subsidiaries other than debts that have arisen in the normal course of business. 12.5 A list of aged debtors of the Company as at a date no more than 2 Business Days before the Completion Date are Disclosed. 12.6 So far as the Warrantors are aware no trade debt of more than £50,000 owing to the Company or the Subsidiaries will not be paid. 12.7 A list of historic bad debts of the Company as at 31 May 2015 are Disclosed. 12.8 Neither the Company nor any of the Subsidiaries has any outstanding obligations under a guarantee or suretyship in respect of the indebtedness of or for the default in the performance in of any of the material obligations obligation, of any other person. 12.9 Details of all bank accounts and financial facilities of the Company and its Subsidiaries (whether in credit or overdrawn) are Disclosed.

FINANCE AND GUARANTEES. 12.1 Other than the registered charges listed in Schedule 2 (the Particulars of the Company and Subsidiaries), no 13.1 No guarantee, mortgage, charge charge, pledge, lien, assignment or other security agreement or arrangement has been given by or entered into by the Company or any of the Subsidiaries or any third party in respect of borrowings or other obligations of the Company or the SubsidiariesSubsidiaries or any other person. 12.2 13.2 Neither the Company nor any of the Subsidiaries has any outstanding loan capital, or has lent any money that has not been repaid, and there are no debts owing to the Company or the Subsidiaries other than debts that have arisen in the normal course of business. 13.3 Neither the Company nor any of the Subsidiaries has: 13.3.1 factored any of its debts or discounted any of its debts or engaged in financing of a type which would not need to be shown or reflected in the Accounts; or 13.3.2 waived any right of set-off it may have against any third party. 13.4 All debts (less any provision for bad and doubtful debts) owing to the Company or any of the Subsidiaries reflected in the Accounts and all debts subsequently recorded in the books of the Company and the Subsidiaries have either prior to the date of this agreement been realised or will, within three months after the date of this agreement, realise in cash their full amount as included in those Accounts or books and none of those debts nor any part of them has been outstanding for more than two months from its due date for payment. 13.5 Full particulars of all money borrowed by the Company and each of the Subsidiaries (including full particulars of the terms on which such money has been borrowed) have been Disclosed. 13.6 No indebtedness of the Company or any of the Subsidiaries is due and payable and no security over any of the assets of the Company or any of the Subsidiaries is now enforceable, whether by virtue of the stated maturity date of the indebtedness having been reached or otherwise. 12.3 . Neither the Company nor any of the Subsidiaries has received any notice the whose terms of which have not been fully complied with and/or carried out from any creditor requiring any payment to be made and/or intimating the enforcement of any security which it may hold over the assets of the Company or the Subsidiaries. 12.4 Neither the Company nor any of the Subsidiaries has any outstanding loan capital, or has lent any money that has not been repaid, and so far as the Warrantors are aware, there are no debts owing to the Company or the Subsidiaries other than debts that have arisen in the normal course of business. 12.5 A list of aged debtors of the Company as at a date no more than 2 Business Days before the Completion Date are Disclosed. 12.6 So far as the Warrantors are aware no trade debt of more than £50,000 owing to the Company or the Subsidiaries will not be paid. 12.7 A list of historic bad debts of the Company as at 31 May 2015 are Disclosed. 12.8 Neither the Company nor any of the Subsidiaries has any outstanding obligations under a guarantee or suretyship in respect of the indebtedness of or the default in the performance in any of the material obligations of any other person. 12.9 Details of all bank accounts and financial facilities of the Company and its Subsidiaries (whether in credit or overdrawn) are Disclosed.

FINANCE AND GUARANTEES. 12.1 Other than the registered charges listed in Schedule 2 (the Particulars of the Company and Subsidiaries), no 13.1 No guarantee, mortgage, charge charge, pledge, lien, assignment or other security agreement or arrangement has been given by or entered into by the Company or any of the Subsidiaries or any third party in respect of borrowings or other obligations of the Company or the SubsidiariesSubsidiaries or any other person. 12.2 13.2 Neither the Company nor any of the Subsidiaries has any outstanding loan capital, or has lent any money that has not been repaid, and there are no debts owing to the Company or the Subsidiaries other than debts that have arisen in the normal course of business. 13.3 Neither the Company nor any of the Subsidiaries has: 13.3.1 factored any of its debts or discounted any of its debts or engaged in financing of a type which would not need to be shown or reflected in the Accounts; or 13.3.2 waived any right of set-off it may have against any third party. 13.4 All debts (less any provision for bad and doubtful debts) owing to the Company or any of the Subsidiaries reflected in the Accounts and all debts subsequently recorded in the books of the Company and the Subsidiaries have either prior to the date of this agreement been realised or will, within three months after the date of this agreement, realise in cash their full amount as included in those Accounts or books and none of those debts nor any part of them has been outstanding for more than two months from its due date for payment. 13.5 Full particulars of all money borrowed by the Company and each of the Subsidiaries (including full particulars of the terms on which such money has been borrowed) have been Disclosed. 13.6 No indebtedness of the Company or any of the Subsidiaries is due and payable and no security over any of the assets of the Company or any of the Subsidiaries is now enforceable, whether by virtue of the stated maturity date of the indebtedness having been reached or otherwise. 12.3 . Neither the Company nor any of the Subsidiaries has received any notice the whose terms of which have not been fully complied with and/or carried out from any creditor requiring any payment to be made and/or intimating the enforcement of any security which it may hold over the assets of the Company or the Subsidiaries. 12.4 Neither 13.7 Having regard to the existing banking and other facilities available to it, the Company nor any and each of the Subsidiaries has any outstanding loan capitalsufficient working capital for the purposes of: 13.7.1 continuing to carry on its business in its present form and at its present level of turnover for the next 12 months; and 13.7.2 executing, carrying out and fulfilling in accordance with their respective terms all orders, projects and contractual obligations which have been placed with or has lent any money that has not been repaid, and so far as the Warrantors are aware, there are no debts owing to the Company or the Subsidiaries other than debts that have arisen in the normal course of business. 12.5 A list of aged debtors of the Company as at a date no more than 2 Business Days before the Completion Date are Disclosed. 12.6 So far as the Warrantors are aware no trade debt of more than £50,000 owing to the Company or the Subsidiaries will not be paid. 12.7 A list of historic bad debts of the Company as at 31 May 2015 are Disclosed. 12.8 Neither the Company nor any of the Subsidiaries has any outstanding obligations under a guarantee or suretyship in respect of the indebtedness of or the default in the performance in any of the material obligations of any other person. 12.9 Details of all bank accounts and financial facilities of undertaken by the Company and its Subsidiaries (whether in credit or overdrawn) are Disclosedeach of the Subsidiaries.

FINANCE AND GUARANTEES. 12.1 Other than the registered charges listed in Schedule 2 (the Particulars 14.1 Full particulars of all money borrowed by the Company and Subsidiaries), no each of its Subsidiaries (including full particulars of the terms on which such money has been borrowed) have been Disclosed. 14.2 No guarantee, mortgage, charge charge, pledge, lien assignment or other security agreement or arrangement has been given by or entered into by the Company or any of the its Subsidiaries or any third party in respect of borrowings or other obligations of the Company or the its Subsidiaries. 12.2 No 14.3 The total amount borrowed by the Company or any of its Subsidiaries does not exceed any limitations on the borrowing powers contained: (a) in the constitutional documents of the Company or (in the case of a Subsidiary) the Subsidiary; or (b) in any debenture or other deed or document binding on the Company or Subsidiary. 14.4 Neither the Company nor any of its Subsidiaries has any outstanding loan capital or has lent any money that has not been repaid and there are no debts owing to the Company or its Subsidiaries other than debts that have arisen in the normal course of business. 14.5 Neither the Company nor any of its Subsidiaries: (a) factored any of its debts or discounted any of its debts or engaged in financing of a type which would not need to be shown or reflected in the Accounts; or (b) waived any right of set-off it may have against any third party. 14.6 All debts (less any provision for bad and doubtful debts) owing to the Company or any of its Subsidiaries reflected in the Accounts and all debts subsequently recorded in the books of the Company and its Subsidiaries have either prior to the date of this agreement been realised or will, within three months after the date of this agreement, realise in cash their full amount as included in those Accounts or books and none of those debts nor any part of them has been outstanding for more than two months from its due date for payment. 14.7 Except for trade accounts payable in the ordinary course of business or as reflected in the Accounts, no indebtedness of the Company or any of its Subsidiaries is due and payable and no security over any of the assets of the Company or any of the its Subsidiaries is now enforceable, whether by virtue of the stated maturity date of the indebtedness having been reached or otherwise. 12.3 . Neither the Company nor any of the its Subsidiaries has received any notice the terms of which have not been fully complied with and/or carried out from any creditor requiring any payment to be made and/or intimating the enforcement of any security which it may hold over the assets of the Company or the of its Subsidiaries. 12.4 14.8 Lenco Technology Group and/or the Company and/or any of its Subsidiaries are not indebted to Xxxxxxxx Xxx and no amount is owing to him or will become payable to him by said companies. 14.9 Neither the Company nor any of the its Subsidiaries has given or entered into any outstanding loan capitalguarantee, mortgage, charge, pledge, lien, assignment or other security agreement or arrangement or is responsible for the indebtedness, or has lent for the default in the performance of any money that has not been repaidobligation, and so far as the Warrantors are aware, there are no debts owing to the Company or the Subsidiaries of any other person (other than debts that have arisen among the Seller's Group as reflected in the normal course of businessAccounts). 12.5 A list of aged debtors of the Company as at a date no more than 2 Business Days before the Completion Date are Disclosed. 12.6 So far as the Warrantors are aware no trade debt of more than £50,000 owing to the Company or the Subsidiaries will not be paid. 12.7 A list of historic bad debts of the Company as at 31 May 2015 are Disclosed. 12.8 14.10 Neither the Company nor any of the its Subsidiaries has is subject to any outstanding obligations under a guarantee arrangement for receipt or suretyship in respect repayment of any grant, subsidy or financial assistance from any government department or other body, 14.11 Particulars of the indebtedness of or balances on all the default in the performance in any of the material obligations of any other person. 12.9 Details of all bank accounts and financial facilities of the Company and its Subsidiaries showing the position as at the day immediately preceding the date of this agreement have been Disclosed and the Company and its Subsidiaries have no other bank accounts. Since those particulars were given there have been no payments out of those accounts other than routine payments in the ordinary course of business. 14.12 Having regard to the existing banking and other facilities available to it, the Company and each of its Subsidiaries has sufficient working capital for the purposes of: (whether a) continuing to carry on its business in credit its present form and at its present level of turnover for the next twelve months; and (b) executing, carrying out and fulfilling in accordance with their respective terms all orders, projects and contractual obligations which have been placed with or overdrawnundertaken by the Company and each of its Subsidiaries. 14.13 A Change of Control of the Company will not result in: (a) are Disclosedthe termination of or material affect on any financial agreement or arrangement to which the Company, or any of its Subsidiaries, is a party or subject; or (b) any indebtedness of the Company or of any of its Subsidiaries becoming due, or capable of being declared due and payable, prior to its stated maturity.

FINANCE AND GUARANTEES. 12.1 Other than 13.1 Full particulars of all money borrowed by the registered charges listed in Schedule 2 Company (the Particulars including full particulars of the Company and Subsidiaries), no terms on which such money has been borrowed) have been Disclosed. 13.2 No guarantee, mortgage, charge charge, pledge, lien, assignment or other security agreement or arrangement has been given by or entered into by the Company or any of the Subsidiaries or any third party in respect of borrowings or other obligations of the Company or the SubsidiariesCompany. 12.2 13.3 The total amount borrowed by the Company does not exceed any limitations on the borrowing powers contained: (a) in the memorandum and articles of association of the Company; or (b) in any debenture or other deed or document binding on the Company 13.4 The Company has no outstanding loan capital, or has lent any money that has not been repaid, and there are no debts owing to the Company other than debts that have arisen in the normal course of business. 13.5 Neither the Company has: (a) factored any of its debts or discounted any of its debts or engaged in financing of a type which would not need to be shown or reflected in the Accounts; or (b) waived any right of set-off it may have against any third party. 13.6 All debts (less any provision for bad and doubtful debts) owing to the Company reflected in the Accounts and all debts subsequently recorded in the books of the Company have either prior to the date of this agreement been realised or will, within three months after the date of this agreement, realise in cash their full amount as included in those Accounts or books and none of those debts nor any part of them has been outstanding for more than two months from its due date for payment. 13.7 No indebtedness of the Company is due and payable and no security over any of the assets of the Company or any of the Subsidiaries is now enforceable, whether by virtue of the stated maturity date of the indebtedness having been reached or otherwise. 12.3 Neither the . The Company nor any of the Subsidiaries has received any no notice the whose terms of which have not been fully complied with and/or carried out from any creditor requiring any payment to be made and/or intimating the enforcement of any security which it may hold over the assets of the Company or the SubsidiariesCompany. 12.4 Neither 13.8 The Company has not given or entered into any guarantee, mortgage, charge, pledge, lien, assignment or other security agreement or arrangement or is responsible for the Company nor any of the Subsidiaries has any outstanding loan capitalindebtedness, or has lent any money that has not been repaid, and so far as the Warrantors are aware, there are no debts owing to the Company or the Subsidiaries other than debts that have arisen in the normal course of business. 12.5 A list of aged debtors of the Company as at a date no more than 2 Business Days before the Completion Date are Disclosed. 12.6 So far as the Warrantors are aware no trade debt of more than £50,000 owing to the Company or the Subsidiaries will not be paid. 12.7 A list of historic bad debts of the Company as at 31 May 2015 are Disclosed. 12.8 Neither the Company nor any of the Subsidiaries has any outstanding obligations under a guarantee or suretyship in respect of the indebtedness of or for the default in the performance in of any of the material obligations obligation, of any other person. 12.9 Details 13.9 The Company is not subject to any arrangement for receipt or repayment of any grant, subsidy or financial assistance from any government department or other body. 13.10 Particulars of the balances of all the bank accounts of the Company, showing the position as at the day immediately preceding the date of this agreement, have been Disclosed and financial the Company has no other bank accounts. Since those particulars were given, there have been no payments out of those accounts other than routine payments in the ordinary course of business. 13.11 Having regard to the existing banking and other facilities available to it, the Company has sufficient working capital for the purposes of: (a) continuing to carry on its business in its present form and at its present level of turnover for the next 12 months; and (b) executing, carrying out and fulfilling in accordance with their respective terms all orders, projects and contractual obligations which have been placed with or undertaken by the Company. 13.12 A Change of Control of the Company will not result in: (a) the termination of or material effect on any financial agreement or arrangement to which the Company, is a party or subject; or (b) any indebtedness of the Company becoming due, or capable of being declared due and payable, prior to its Subsidiaries (whether in credit or overdrawn) are Disclosedstated maturity.

FINANCE AND GUARANTEES. 12.1 Other than the registered charges listed in Schedule 2 (the Particulars 15.1 Full particulars of all money borrowed by the Company and Subsidiaries), no its Subsidiary (including full particulars of the terms on which such money has been borrowed) have been Disclosed. 15.2 There is not outstanding any guarantee, mortgage, charge charge, pledge, lien, assignment or other security agreement or arrangement that has been given by or entered into by the Company or any of the Subsidiaries its Subsidiary or any third party in respect of borrowings or other obligations of the Company or the Subsidiariesits Subsidiary. 12.2 15.3 The total amount borrowed by the Company or its Subsidiary does not exceed any limitations on the borrowing powers contained: (a) in the memorandum and articles of association of the Company or the relevant Subsidiary; or (b) in any debenture or other deed or document binding on the Company or the Subsidiary. 15.4 Neither the Company nor its Subsidiary has any outstanding loan capital, or since the Accounts Date has lent any money that has not been repaid, and there are no debts owing to the Company or its Subsidiary other than debts that have arisen in the normal course of business. 15.5 Neither the Company nor its Subsidiary has: (a) factored any of its debts or discounted any of its debts or engaged in financing of a type which would not need to be shown or reflected in the Accounts; or (b) waived any right of set-off it may have against any third party. 15.6 No part of the amounts included in the Accounts, or subsequently recorded in the books of the Company or the Subsidiary, as owing by any debtor (other than any provision made for bad or doubtful debts), is overdue by more than twelve weeks, or has been released on terms that any debtor pays less than the full book value of his debt, or has been written off, or has proved to any extent to be irrecoverable or is now regarded by the Company as irrecoverable in whole or in part. 15.7 No indebtedness of the Company or Subsidiary (other than trade credit incurred in the usual course of its business) is due and payable and no security over any of the assets of the Company or any of the Subsidiaries Subsidiary is now enforceable, whether by virtue of the stated maturity date of the indebtedness having been reached or otherwise. 12.3 . Neither the Company nor any of the Subsidiaries Subsidiary has received any notice the whose terms of which have not been fully complied with and/or carried out from any creditor requiring any payment to be made and/or intimating the enforcement of any security which it may hold over the assets of the Company or the Subsidiariesits Subsidiary. 12.4 15.8 Neither the Company nor its Subsidiary has given or entered into any of guarantee, mortgage, charge, pledge, lien, assignment or other security agreement or arrangement or is responsible for the Subsidiaries has any outstanding loan capitalindebtedness, or has lent any money that has not been repaid, and so far as the Warrantors are aware, there are no debts owing to the Company or the Subsidiaries other than debts that have arisen in the normal course of business. 12.5 A list of aged debtors of the Company as at a date no more than 2 Business Days before the Completion Date are Disclosed. 12.6 So far as the Warrantors are aware no trade debt of more than £50,000 owing to the Company or the Subsidiaries will not be paid. 12.7 A list of historic bad debts of the Company as at 31 May 2015 are Disclosed. 12.8 Neither the Company nor any of the Subsidiaries has any outstanding obligations under a guarantee or suretyship in respect of the indebtedness of or for the default in the performance in of any of the material obligations obligation, of any other person. 12.9 Details 15.9 Neither the Company nor its Subsidiary is subject to any arrangement for receipt or repayment of any grant, subsidy or financial assistance from any government department or other body. 15.10 Particulars of the balances of all the bank accounts and financial facilities of the Company and its Subsidiaries Subsidiary, showing the position as at the day immediately preceding the date of this agreement, have been Disclosed and the Company and its Subsidiary have no other bank accounts. Since those particulars were given, there have been no payments out of those accounts other than routine payments in the ordinary course of business. 15.11 A Change of Control of the Company will not result in: (whether in credit a) termination of or overdrawnmaterial effect on any financial agreement or arrangement to which the Company, or its Subsidiary, is a party or subject; (b) are Disclosedtermination of any material customer contract; or, (c) any indebtedness of the Company or its Subsidiary becoming due, or capable of being declared due and payable, prior to its stated maturity.

FINANCE AND GUARANTEES. 12.1 Other than the registered charges listed in Schedule 2 (the Particulars of 15.1 Neither the Company nor the US Subsidiary has Indebtedness, save for trade payables and Subsidiaries), no liabilities incurred in the ordinary course of business. 15.2 No guarantee, mortgage, charge charge, pledge, lien, assignment or other security agreement or arrangement has been given by or entered into by the Company or any of Company, the Subsidiaries US Subsidiary or any third party in respect of borrowings or other obligations of the Company or the SubsidiariesUS Subsidiary. 12.2 15.3 The total amount of Indebtedness of the Company and the US Subsidiary does not exceed any limitations on the borrowing powers contained: (a) in the memorandum and articles of association of the Company or the US Subsidiary (as the case may be); or (b) in any debenture or other deed or document binding on the Company or the US Subsidiary (as the case may be). 15.4 Neither the Company nor the US Subsidiary has outstanding loan capital, nor lent any money that has not been repaid, and there are no debts owing to the Company or the US Subsidiary other than debts that have arisen in the normal course of business. 15.5 Neither the Company nor the US Subsidiary has : (a) factored any of its debts or discounted any of its debts or engaged in financing of a type which would not need to be shown or reflected in the Accounts or the accounts of the US Subsidiary; or (b) waived any right of set-off it may have against any third party. 15.6 All debts (less any provision for bad and doubtful debts) owing to the Company are reflected in the Accounts or the Completion Accounts (as at the date to which they have been made up) or the accounts of the US Subsidiary. No debts subsequently recorded in the books of the Company or the US Subsidiary has been outstanding for more than two months from its due date for payment. 15.7 No Indebtedness of the Company or the US Subsidiary is overdue or outstanding for payment and no security over any of the assets of the Company or any of the Subsidiaries US Subsidiary is now enforceable, whether by virtue of the stated maturity date of the indebtedness having been reached or otherwise. 12.3 . Neither the Company nor any of the Subsidiaries US Subsidiary has received any notice the whose terms of which have not been fully complied with and/or carried out from any creditor requiring any payment to be made and/or intimating the enforcement of any security which it may hold over the assets of the Company or the SubsidiariesUS Subsidiary. 12.4 15.8 Neither the Company nor the US Subsidiary has given or entered into any of guarantee, mortgage, charge, pledge, lien, assignment or other security agreement or arrangement or is responsible for the Subsidiaries has any outstanding loan capitalindebtedness, or has lent any money that has not been repaid, and so far as the Warrantors are aware, there are no debts owing to the Company or the Subsidiaries other than debts that have arisen in the normal course of business. 12.5 A list of aged debtors of the Company as at a date no more than 2 Business Days before the Completion Date are Disclosed. 12.6 So far as the Warrantors are aware no trade debt of more than £50,000 owing to the Company or the Subsidiaries will not be paid. 12.7 A list of historic bad debts of the Company as at 31 May 2015 are Disclosed. 12.8 Neither the Company nor any of the Subsidiaries has any outstanding obligations under a guarantee or suretyship in respect of the indebtedness of or for the default in the performance in of any of the material obligations obligation, of any other person. 12.9 Details 15.9 Neither the Company nor the US Subsidiary are subject to any arrangement for receipt or repayment of any grant, subsidy or financial assistance from any government department or other body. 15.10 Particulars of the balances of all the bank accounts and financial facilities of the Company and the US Subsidiary, showing the position as at the day immediately preceding the date of this Agreement, have been Disclosed and the Company and the US Subsidiary have no other bank accounts. Since those particulars were given, there have been no payments out of those accounts other than routine payments in the ordinary course of business. 15.11 No Indebtedness of the Company or the US Subsidiary will become due, or capable of being declared due and payable, prior to its Subsidiaries (whether in credit stated maturity as a result of a Change of Control of the Company or overdrawn) are Disclosedthe US Subsidiary.

FINANCE AND GUARANTEES. 12.1 Other than 13.1 Full particulars of all money borrowed by the registered charges listed in Schedule 2 Company (the Particulars including full particulars of the Company and Subsidiaries), no terms on which such money has been borrowed) have been Disclosed. 13.2 No guarantee, mortgage, charge charge, pledge, lien, assignment or other security agreement or arrangement has been given by or entered into by the Company or any of the Subsidiaries or any third party in respect of borrowings or other obligations of the Company or the SubsidiariesCompany. 12.2 13.3 The total amount borrowed by the Company does not exceed any limitations on the borrowing powers contained: (a) in the memorandum and articles of association of the Company; or (b) in any debenture or other deed or document binding on the Company 13.4 The Company has no outstanding loan capital, or has lent any money that has not been repaid, and there are no debts owing to the Company other than debts that have arisen in the normal course of business. 13.5 Neither the Company has: (a) factored any of its debts or discounted any of its debts or engaged in financing of a type which would not need to be shown or reflected in the Accounts; or (b) waived any right of set-off it may have against any third party. 13.6 All debts (less any provision for bad and doubtful debts) owing to the Company reflected in the Accounts and all debts subsequently recorded in the books of the Company have either prior to the date of this agreement been realised or will, within three months after the date of this agreement, realise in cash their full amount as included in those Accounts or books and none of those debts nor any part of them has been outstanding for more than two months from its due date for payment. 13.7 No indebtedness of the Company is due and payable and no security over any of the assets of the Company or any of the Subsidiaries is now enforceable, whether by virtue of the stated maturity date of the indebtedness having been reached or otherwise. 12.3 Neither the . The Company nor any of the Subsidiaries has received any no notice the whose terms of which have not been fully complied with and/or carried out from any creditor requiring any payment to be made and/or intimating the enforcement of any security which it may hold over the assets of the Company or the SubsidiariesCompany. 12.4 Neither 13.8 The Company has not given or entered into any guarantee, mortgage, charge, pledge, lien, assignment or other security agreement or arrangement or is responsible for the Company nor any of the Subsidiaries has any outstanding loan capitalindebtedness, or has lent any money that has not been repaid, and so far as the Warrantors are aware, there are no debts owing to the Company or the Subsidiaries other than debts that have arisen in the normal course of business. 12.5 A list of aged debtors of the Company as at a date no more than 2 Business Days before the Completion Date are Disclosed. 12.6 So far as the Warrantors are aware no trade debt of more than £50,000 owing to the Company or the Subsidiaries will not be paid. 12.7 A list of historic bad debts of the Company as at 31 May 2015 are Disclosed. 12.8 Neither the Company nor any of the Subsidiaries has any outstanding obligations under a guarantee or suretyship in respect of the indebtedness of or for the default in the performance in of any of the material obligations obligation, of any other person. 12.9 Details 13.9 The Company is not subject to any arrangement for receipt or repayment of any grant, subsidy or financial assistance from any government department or other body. 13.10 Particulars of the balances of all the bank accounts of the Company, showing the position as at the day immediately preceding the date of this agreement, have been Disclosed and financial the Company has no other bank accounts. Since those particulars were given, there have been no payments out of those accounts other than routine payments in the ordinary course of business. 13.11 Having regard to the existing banking and other facilities available to it, the Company has sufficient working capital for the purposes of: (a) continuing to carry on its business in its present form and at its present level of turnover for the next 12 months; and (b) executing, carrying out and fulfilling in accordance with their respective terms all orders, projects and contractual obligations which have been placed with or undertaken by the Company. 13.12 A Change of Control of the Company will not result in: (a) the termination of or material effect on any financial agreement or arrangement to which the Company,, is a party or subject; or (b) any indebtedness of the Company becoming due, or capable of being declared due and payable, prior to its Subsidiaries (whether in credit or overdrawn) are Disclosedstated maturity.

FINANCE AND GUARANTEES. 12.1 Other than the registered charges listed in Schedule 2 14.1 The Disclosure Letter contains particulars of: (the Particulars of a) all money borrowed by the Company and Subsidiaries)each of the Subsidiaries and which remains to be repaid; and (b) all loans, no guarantee, mortgage, charge overdrafts or other security agreement financial facilities currently outstanding or arrangement has been given by or entered into by available to the Company or any of the Subsidiaries or any third party in respect (Financial Facilities), including copies of borrowings or other obligations all material documents relating to such Financial Facilities. 14.2 No indebtedness of the Company or any of the Subsidiaries. 12.2 No security Subsidiaries is due and payable and no Encumbrance over any of the assets of the Company or any of the Subsidiaries is now enforceable, whether by virtue of the stated maturity date of the indebtedness having been reached or otherwise. 12.3 14.3 No Encumbrance, guarantee, indemnity or other similar security arrangement has been given or entered into by the Company, a Subsidiary or any third party in respect of borrowings or other obligations of the Company or any of the Subsidiaries (whether arising pursuant to the Financial Facilities or otherwise), nor has any such person agreed to do so. 14.4 Excluding any lien or similar encumbrance arising by law or in the ordinary course, neither the Company nor any of the Subsidiaries has given or entered into, or agreed to give or enter into, any Encumbrance, guarantee, indemnity or other similar security arrangement in respect of the indebtedness of, or the default in the performance of any obligation by, of any other person. 14.5 Neither the Company nor any of the Subsidiaries has received has: (a) factored or discounted any notice the terms of its debts; or (b) engaged in financing of a type which have would not been fully complied with and/or carried out from any creditor requiring any payment need to be made and/or intimating shown or reflected in the enforcement Accounts; or (c) waived any right of any security which set-off it may hold over have against any third party. 14.6 The debts owing to the assets Company or any of the Subsidiaries as reflected in the Accounts, and all debts subsequently recorded in the books of the Company or any of the SubsidiariesSubsidiaries since the Accounts Date: (a) have been realised, or so far as the Warrantors are aware will, within three months after the date of this agreement realise in cash the amount as included in those Accounts or books after taking into account any provisions against bad debts in those Accounts or books; (b) have not been outstanding (in whole or in part) for more than two months from its due date for payment; and (c) are not, so far as the Warrantors are aware, subject to any right of set off or counterclaim. 12.4 14.7 Neither the Company nor any of the Subsidiaries has any outstanding loan capital, or has lent any money that has not been repaid, and so far as the Warrantors are aware, there are no debts owing to the Company or any of the Subsidiaries other than debts that have arisen in the normal course of businessthe Business. 12.5 A list of aged debtors of the Company as at a date no more than 2 Business Days before the Completion Date are Disclosed. 12.6 So far as the Warrantors are aware no trade debt of more than £50,000 owing to the Company or the Subsidiaries will not be paid. 12.7 A list of historic bad debts of the Company as at 31 May 2015 are Disclosed. 12.8 14.8 Neither the Company nor any of the Subsidiaries has are subject to any outstanding obligations under a guarantee arrangement for receipt or suretyship in respect of the indebtedness of or the default in the performance in any of the material obligations repayment of any grant, subsidy or financial assistance from any government department or other personbody. 12.9 Details of all bank accounts and financial facilities of the Company and its Subsidiaries (whether in credit or overdrawn) are Disclosed.