Common use of FINANCE AND GUARANTEES Clause in Contracts

FINANCE AND GUARANTEES. 15.1 The Company does not have any borrowings or outstanding loan capital and no guarantee, mortgage, charge, pledge, lien, assignment or other security agreement or arrangement has been given by or entered into by the Company or any third party in respect of borrowings or other obligations of the Company. 15.2 The Company has not 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. 15.3 The Company has not: (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. 15.4 All debts (less any provision for bad and doubtful debts) owing to the Company reflected in the Accounts or the Management 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 Management Accounts or books and none of those debts nor any part of them has been outstanding for more than one month from its due date for payment. 15.5 No indebtedness of the Company is due and payable and no security over any of the assets of the Company is now enforceable, whether by virtue of the stated maturity date of the indebtedness having been reached or otherwise. The Company has not received any notice whose terms 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. 15.6 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 indebtedness, or for the default in the performance of any obligation, of any other person. 15.7 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. 15.8 Particulars of all bank accounts of the Company have been Disclosed and the Company has no other bank accounts. The bank statements and reconciliation statements which are to be produced on Completion will be accurate and since the date of such, there have been no payments out of those accounts other than routine payments in the ordinary course of business. 15.9 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. 15.10 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 stated maturity.

FINANCE AND GUARANTEES. 15.1 The Company does not have any borrowings 10.1 Except under the Senior Loan Documents or outstanding loan capital and as set out in the Replies to Enquiries, no guarantee, mortgage, charge, pledge, lien, assignment or other security agreement or arrangement has been given by or entered into by the Company in respect of borrowings or other obligations of the Company or any other person or by any third party in respect of borrowings or other obligations of the Company. 15.2 10.2 The Company is not a party to and is not liable under a guarantee, indemnity or other agreement to secure or incur a financial or other obligation with respect to another person’s obligation. 10.3 The Company has not no outstanding loan capital and has lent any no money that has not been repaid, repaid and there are no debts owing to the Company other than debts that have arisen in the normal course of businessbusiness or under the Tenancy Documents. 15.3 10.4 The Company has not: (a) not 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. 15.4 All debts (less any provision for bad and doubtful debts) owing to 10.5 Particulars of all money borrowed by the Company reflected that remains outstanding for repayment (other than trade credit given to it in the Accounts or the Management Accounts and all debts subsequently recorded in the books ordinary course of its business), including particulars 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 Management Accounts or books and none of those debts nor any part of them material terms on which such money has been outstanding for more than one month from its due date for paymentborrowed, have been Disclosed. 15.5 10.6 No indebtedness of the Company is due and payable and no security over any of the assets of the Company is now enforceable, whether by virtue of the stated maturity date of the indebtedness having been reached or otherwise. The Company has not received any written notice that has not been withdrawn or whose terms have not been fully complied with and/or carried out from any creditor requiring any payment to be made and/or intimating threatening the enforcement of any security which it may hold over the assets of the Company. 15.6 The Company has not given or entered into any guarantee10.7 No corporate action, mortgage, charge, pledge, lien, assignment legal proceedings or other security agreement or arrangement or is responsible for procedure has been taken in relation to the indebtedness, or for the default in the performance enforcement of any obligationsecurity over any assets of the Company held by the Sellers or any member of the Sellers’ Group or, of so far as the Sellers are aware, any other person. 15.7 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. 15.8 Particulars of all bank accounts of the Company have been Disclosed and the Company has no other bank accounts. The bank statements and reconciliation statements which are to be produced on Completion will be accurate and since the date of such, there have been no payments out of those accounts other than routine payments in the ordinary course of business. 15.9 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. 15.10 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 stated maturity.

FINANCE AND GUARANTEES. 15.1 The Company does not have any borrowings 11.1 At Completion, SCH has borrowed no money (internally or outstanding loan capital and no externally) that will be the responsibility of, or a liability to, SCH or Evergreen. 11.2 No guarantee, mortgage, charge, pledge, lien, assignment or other security agreement or arrangement has been given by or entered into by the Company SCH or any third party in respect of borrowings or other obligations of the CompanySCH. 15.2 The Company 11.3 SCH has not no outstanding loan capital, nor has lent any money that has not been repaid, and there are no debts owing to the Company SCH other than debts that have arisen in the normal course of business. 15.3 The Company 11.4 SCH has not: (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; ornor (b) waived any right of set-off it may have against any third party. 15.4 11.5 All debts (less any provision for bad and doubtful debts) owing to the Company SCH reflected in the Accounts or the Management Accounts and all debts subsequently recorded in the books of the Company SCH have either prior to the date of this agreement Agreement been realised or will, within three months after the date of this agreementAgreement, realise in cash their full amount as included in those Accounts or Management Accounts or books in cash and none of those debts nor any part of them has been outstanding for more than one month two months from its due date for payment. 15.5 11.6 No indebtedness of the Company SCH is due and payable and no security over any of the assets of the Company SCH is now enforceable, whether by virtue of the stated maturity date of the indebtedness having been reached or otherwise. The Company SCH has not received any notice whose terms 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 CompanySCH. 15.6 The Company 11.7 SCH has not given or entered into any guarantee, mortgage, charge, pledge, lien, assignment or other security agreement or arrangement or is responsible for the indebtedness, or for the default in the performance of any obligation, of any other person. 15.7 The Company 11.8 SCH is not 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 11.9 Except as disclosed in Section 4.1 of all bank accounts of Schedule 1 and in particular the Company have been Disclosed and the Company has no other bank accounts. The bank statements and reconciliation statements which are to be produced on Completion will be accurate and since the date of such, there have been no payments out of those accounts other than routine payments in the ordinary course of business. 15.9 Having regard Defence access deed to the existing banking and other facilities available to itPenrhyn EL 4525, 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 a Change 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. 15.10 A change Control of control of the Company SCH will not result in: (a) the termination of or material effect on any financial agreement agreement, arrangement, licence or arrangement permit to which the Company, SCH is a party or subject; or (b) any indebtedness of the Company SCH becoming due, or capable of being declared due and payable, prior to its stated maturity.

FINANCE AND GUARANTEES. 15.1 The 14.1 Material particulars of all money borrowed by the Company does not (including full particulars of the terms on which such money has been borrowed) have any borrowings or outstanding loan capital and no been Disclosed. 14.2 No guarantee, mortgage, charge, pledge, lien, assignment or other security agreement or arrangement has been given by or entered into by the Company in respect of borrowings or any other obligations of the Company. 14.3 No guarantee, mortgage, charge, pledge, lien, assignment or other security agreement or arrangement has been given by or entered into by a third party in respect of borrowings or other obligations of the Company. 15.2 14.4 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. 14.5 The Company does not have any outstanding loan capital, or has not 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 ordinary course of business. 15.3 14.6 The Company has not: (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. 15.4 All 14.7 So far as the Sellers are aware (without having made enquiry of any debtor) all debts (less any provision for bad and doubtful debts) owing to the Company reflected in the Accounts or the Management Accounts and all debts subsequently recorded in the books of the Company have either prior to the date of this agreement Agreement been realised or will, within three 6 months after the date of this agreementAgreement, realise in cash their full amount as included in those Accounts or Management Accounts or books and none of those debts nor any part of them has been outstanding for more than one month two months from its due date for payment. 15.5 No indebtedness of the Company is due and payable and no security over any of the assets of the Company is now enforceable, whether by virtue of the stated maturity date of the indebtedness having been reached or otherwise. The Company has not received any notice whose terms 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. 15.6 14.8 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 indebtedness, or for the default in the performance of any obligation, of any other person. 15.7 14.9 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. 15.8 14.10 Particulars of the balances of all the bank accounts of the Company Company, showing the position as at the day immediately preceding the date of this Agreement, have been Disclosed and the Company has no other bank accounts. The bank statements and reconciliation statements which are to be produced on Completion will be accurate and since the date of suchSince those particulars were given, there have been no payments out of those accounts other than routine payments in the ordinary course of business. 15.9 14.11 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. 15.10 14.12 A change Change of control 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, 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 stated maturity.

FINANCE AND GUARANTEES. 15.1 10.1 The Sellers have Disclosed full particulars of all money borrowed by the Company and all financial facilities currently outstanding or available to the Company, including copies of all related documentation. 10.2 There are no circumstances or matters which could affect the continuance of any of the financial facilities that are currently available to the Company, or which may result in an amendment of their terms. 10.3 No Encumbrance over any of the Company’s assets is now enforceable, and there are no circumstances likely to give rise to any such enforcement. 10.4 The Company does has not have factored or discounted any borrowings of its debts, or outstanding loan capital and no engaged in financing of a type that would not need to be shown or reflected in the Accounts. 10.5 No Encumbrance, guarantee, mortgage, charge, pledge, lien, assignment indemnity or other security agreement or similar arrangement has been entered into, given by or entered into by agreed to be given by: (a) the Company or any third party party, in each case in respect of borrowings any indebtedness or other obligations of the Company; or (b) the Company in respect of any indebtedness or other obligations of any third party. 15.2 10.6 The Company has not no outstanding loan capital, nor has it 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 businessthe Business. 15.3 10.7 The Company has not: (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. 15.4 All debts (less any provision for bad and doubtful debts) owing to the Company as reflected in the Accounts or the Management Accounts (and all debts subsequently recorded in its books since the books of the Company Accounts Date) have either prior to the date of this agreement been realised realised, or will, will within three months after the date of this agreement, Completion realise in cash their full amount as included in those Accounts or Management Accounts or books amount, and none of those debts nor any part of them has been outstanding for more than one month from its due date for paymenttwo months. 15.5 10.8 No indebtedness of insolvency event has occurred in relation to the Company is due and payable and no security over any of the assets of the Company is now enforceable, whether by virtue of the stated maturity date of the indebtedness having been reached or otherwise. The Company has not received any notice whose terms 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 Companya Seller. 15.6 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 indebtedness, or for the default in the performance of any obligation, of any other person. 15.7 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. 15.8 Particulars of all bank accounts of the Company have been Disclosed and the Company has no other bank accounts. The bank statements and reconciliation statements which are to be produced on Completion will be accurate and since the date of such, there have been no payments out of those accounts other than routine payments in the ordinary course of business. 15.9 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. 15.10 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 stated maturity.

FINANCE AND GUARANTEES. 15.1 The Accurate particulars of all money borrowed by the Company does not (including accurate particulars of the terms on which such money has been borrowed) have any borrowings or outstanding loan capital and no been Disclosed. 15.2 No guarantee, mortgage, charge, pledge, lien, assignment or other security agreement or arrangement has been given by or entered into by the Company or any third party in respect of borrowings or other obligations of the Company. 15.2 15.3 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; (b) in any debenture or other deed or document binding on the Company. 15.4 The Company does not have any outstanding loan capital, and has not 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. 15.3 15.5 The Company has not: (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 Accountsdebts; or (b) waived any right of set-off it may have against any third party. 15.4 All debts (less any provision for bad and doubtful debts) owing to the Company reflected in the Accounts or the Management Accounts and all debts subsequently recorded in the books 15.6 None 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 Management Accounts or books and none of those book debts nor any part of them has been outstanding for more than one month two months from its due date for payment. 15.5 15.7 No indebtedness of the Company is due and payable and no security over any of the assets of the Company is now enforceable, whether by virtue of the stated maturity date of the indebtedness having been reached or otherwise. The Company has not received any notice whose terms 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. 15.6 15.8 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 indebtedness, or for the default in the performance of any obligation, of any other person. 15.7 15.9 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. 15.8 15.10 Particulars of the balances of all the bank accounts of the Company Company, showing the position as at the day immediately preceding the date of this Agreement, have been Disclosed and the Company has no other bank accounts. The bank statements and reconciliation statements which are to be produced on Completion will be accurate and since the date of suchSince those particulars were given, there have been no payments out of those accounts other than routine payments in the ordinary course of business. 15.9 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 15.11 A Change 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. 15.10 A change of control 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, 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 stated maturity.