Common use of FINANCE AND GUARANTEES Clause in Contracts

FINANCE AND GUARANTEES. (a) Full particulars of the financial indebtedness (excluding trade creditors) of each Group Company is set out in the Disclosure Letter. (b) No guarantee or Encumbrance has been given by or entered into by any Group Company or any third party in respect of the indebtedness or other obligations of any Group Company, nor by any Group Company in respect of the indebtedness or other obligations of any of the Sellers or the Sellers’ Group or any other person. (c) No Group Company is responsible for the indebtedness, or for the default in the performance of any obligation, of any other person. (d) There are no debts owing to any Group Company other than debts that have arisen in the ordinary course of their respective businesses. (e) No indebtedness of any Group Company is due and payable and no security over any of the assets of any Group Company is now enforceable, whether by virtue of the stated maturity date of the indebtedness having been reached or otherwise. (f) Particulars of the balances of the bank accounts of each Group Company, showing the position as at the day immediately preceding the date of this Agreement, are set out in the Disclosure Letter and the Group Companies have no other bank accounts. There have been no payments out of those accounts other than routine payments in the ordinary course of business since such time. (g) Particulars of all grants received by any Group Company are set out in the Disclosure Letter. There are no circumstances in which any such grants shall be required to be refunded or repaid in whole or in part.

FINANCE AND GUARANTEES. 14.1 Material particulars of all money borrowed by the Company (a) Full including full particulars of the financial indebtedness (excluding trade creditorsterms on which such money has been borrowed) of each Group Company is set out in the Disclosure Letterhave been Disclosed. (b) 14.2 No guarantee guarantee, mortgage, charge, pledge, lien, assignment or Encumbrance other security agreement or arrangement has been given by or entered into by any Group 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 the indebtedness borrowings or other obligations of the Company. 14.4 The total amount borrowed by the Company does not exceed any Group Company, nor by any Group Company limitations on the borrowing powers contained: (a) in respect the memorandum and articles of association of the indebtedness Company; or (b) in any debenture or other obligations deed or document binding on the Company. 14.5 The Company does not have any 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 ordinary course of business. 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. 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 have either prior to the date of this Agreement been realised or will, within 6 months after the Sellers date of this Agreement, realise in cash their full amount as included in those Accounts or the Sellers’ Group or books and none of those debts nor any other personpart of them has been outstanding for more than two months from its due date for payment. (c) No Group 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. (d) There are no debts owing 14.9 The Company is not subject to any Group Company arrangement for receipt or repayment of any grant, subsidy or financial assistance from any government department or other than debts that have arisen in the ordinary course of their respective businessesbody. (e) No indebtedness of any Group Company is due and payable and no security over any of the assets of any Group Company is now enforceable, whether by virtue of the stated maturity date of the indebtedness having been reached or otherwise. (f) 14.10 Particulars of the balances of all the bank accounts of each Group the Company, showing the position as at the day immediately preceding the date of this Agreement, are set out in the Disclosure Letter have been Disclosed and the Group Companies have Company has no other bank accounts. There Since those particulars were given, there have been no payments out of those accounts other than routine payments in the ordinary course of business since such timebusiness. 14.11 Having regard to the existing banking and other facilities available to it, the Company has sufficient working capital for the purposes of: (ga) Particulars 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 grants received orders, projects and contractual obligations which have been placed with or undertaken by the Company. 14.12 A Change of Control of the Company will not result in: (a) the termination of or material effect on any Group financial agreement or arrangement to which the Company are set out in is a party or subject; or (b) any indebtedness of the Disclosure Letter. There are no circumstances in which any such grants shall be required Company becoming due, or capable of being declared due and payable, prior to be refunded or repaid in whole or in partits stated maturity.