Common use of FINANCIAL COMMITMENTS AND BORROWINGS Clause in Contracts

FINANCIAL COMMITMENTS AND BORROWINGS. (a) Complete and accurate details of all overdraft, loan and other financial facilities available to the Company and the amounts outstanding under each of them at the close of business on the day preceding the date of this Agreement are set out in the Disclosure Letter and the Company has not done or omitted to do anything as a result of which the continuance of any of those facilities might be affected or prejudiced. There have been no payments out of any such accounts except for routine payments and the aggregate balance on all current accounts shall not be substantially different at Completion from the aggregate balance shown on such statements. (b) The Company has no outstanding or any other borrowing or indebtedness in the nature of borrowing or any guarantee, indemnity, surety or similar undertaking or agreement to procure the solvency of any person or payment by any person of any sum to a third party or any similar obligation. (c) The Company has not at any time factored its debts and has never engaged in financing of a type which would not require to be shown in its accounts. (d) There is not outstanding any Encumbrance on the whole or any part of the Company’s undertaking, goodwill, uncalled capital, properties or assets nor is the Company a party to or subject to any agreement, arrangement or commitment to give or create any Encumbrance. (e) No floating charge created by the Company has crystallised and, so far as the Sellers are aware, there are no circumstances existing which are likely to cause such a floating charge to crystallise and no notice has been received by the Company from any person intimating that such person will enforce any security which it may hold over all or any of the assets of the Company and, so far as the Seller are aware, there are no circumstances existing which are likely to give rise to such a notice. (f) The Company is not a party to and has never agreed to give, any guarantee, suretyship, indemnity or similar agreement or any agreement for the postponement of debt or for lien or set-off in respect of any other person. (g) The amounts borrowed by the Company from its bankers do not exceed any of its overdraft facilities and the total amount borrowed by the Company (from whatever source) does not exceed any limitation on its borrowing powers whether contained in its memorandum or articles of association or in any debenture or loan stock deed or other deed, document or agreement executed by the Company or on its behalf or to which it is subject. (h) No event has occurred or been alleged by any person which is, or with the passing of time or the giving of notice would become an event of default under or breach of any of the terms of any loan capital, borrowing, debenture or financial facility of the Company or which would entitle any person to call for repayment prior to normal maturity. (i) The Company does not have any outstanding capital commitments nor has entered into any leasing or hire purchase or similar commitment involving any asset with a capital value in excess of £5,000. (j) There are no debts owing by the Company which are overdue for payment by more than four weeks. (k) The Company has not lent any money which has not been repaid nor owns the benefit of any debt other than debts accrued to it in the ordinary course of business. (l) The Company has no credit cards in issue in its own name or that of any officer or employee or any person connected with an officer or employee. (m) Having regard to the existing bank and other facilities available to the Company, the Company has sufficient working capital for the purposes of continuing to carry on its business in its present form and at its present level of turnover for a period of at least 12 months after Completion. (n) All of the borrowings of the Company may be repaid by it at any time on no more than one month’s notice and without any premium or penalty (howsoever called) on repayment. (o) The Company has not received notice from any lenders of any money requiring repayment or relating to term loan facilities becoming on demand or altering to the disadvantage of the Company the terms of any such facility or intimating the enforcement by any such lender of any security which it may hold over any assets of the Company and, so far as the Sellers are aware, there are no circumstances which would now (or which could with the giving of notice or lapse of time or both) give rise to any such notice. (p) None of the facilities of the Company are dependent on the guarantee or support or indemnity of, or any security provided by, the Sellers or any other person.

FINANCIAL COMMITMENTS AND BORROWINGS. 6.1 The Management Sellers have Disclosed: (aA) Complete a true, complete and accurate summary of the Indebtedness of the Target Group; (B) true, complete and accurate details of all overdraft, loan and revolving credit or overdraft or factoring or invoice discounting or other financial like facilities available to the of each Target Company and copies of all material documents relating to each such facility; (C) full particulars of all the amounts outstanding under bank accounts of each Target Company and of the bank mandates applicable to them. 6.2 There is no Indebtedness of any Target Company which is overdue for payment or discharge by more than three months 6.3 No event has occurred which has resulted or could result in any present or future Indebtedness of any Target Company becoming due or capable of being declared due and payable prior to its date of maturity and no event has occurred which is or would with the giving of notice or the passing of time or otherwise be an event upon which a Target Company’s bank facilities or other borrowings or any of them at the close of business on the day preceding the date of this Agreement are set out in the Disclosure Letter and the Company has not done have or omitted to do anything as a result of which the continuance could become immediately repayable or any security granted by or over any property or assets of any of those facilities might be affected Target Company becoming enforceable. 6.4 No Target Company is or prejudiced. There have been no payments out of has agreed to become bound by any guarantee or indemnity or suretyship or similar commitment and there is not now outstanding any such accounts except for routine payments and the aggregate balance on all current accounts shall not be substantially different at Completion from the aggregate balance shown on such statements. (b) The Company has no outstanding or any other borrowing or indebtedness in the nature of borrowing or any guarantee, indemnity, surety suretyship or similar undertaking commitment given for the accommodation of or agreement to procure the solvency in respect of any person obligation or payment by any person liability of any sum to a third party or any similar obligationTarget Company. (c) The 6.5 Save for the security set out in paragraph 12 of Schedule 6, no Target Company has not at any time factored its debts created nor has it agreed to create and has never engaged in financing of a type which would not require to be shown in its accounts. (d) There nor is not outstanding there subsisting any Encumbrance on the whole or any part of the Company’s undertaking, goodwill, uncalled capital, properties or assets nor is the Company a party to or subject to any agreement, arrangement or commitment to give or create any Encumbrance. (e) No floating charge created by the Company has crystallised and, so far as the Sellers are aware, there are no circumstances existing which are likely to cause such a floating charge to crystallise and no notice has been received by the Company from any person intimating that such person will enforce any security which it may hold over all or any of the assets of the Company andits property, so far as the Seller are awareassets, there are no circumstances existing which are likely to give rise to such a noticeundertaking, goodwill, reserves or share capital. (f) The 6.6 No Target Company is not a party to and has never agreed to giveexceeded any borrowing limit imposed upon it by its bankers or other lenders or by its memorandum, any guaranteearticles of association, suretyship, indemnity or similar agreement bye laws or any agreement for the postponement of debt other similar constitutional documents (or for lien otherwise) or set-off in respect of any other person. (g) The amounts borrowed by the Company from its bankers do not exceed any of its overdraft facilities and the total amount borrowed by the Company (from whatever source) does not exceed any limitation on its borrowing powers whether contained in its memorandum or articles of association or in any debenture or loan stock deed or other deed, document or agreement executed by the Company or on its behalf or to which it is subject. (h) No event has occurred or been alleged by any person which is, or with the passing of time or the giving of notice would become an event of default under or breach of any of the terms of any loan capital, borrowing, debenture or financial facility of the Company or which would entitle any person to call for repayment prior to normal maturity. (i) The Company does not have any outstanding capital commitments nor has entered into any leasing commitment or hire purchase or similar commitment involving arrangement which might cause it to exceed any asset with a capital value in excess of £5,000such borrowing limit. (j) There are no 6.7 No Target Company owes any debts owing by the Company which are overdue for payment by more than four weeks. (k) The Company has not lent any money which has not been repaid nor owns the benefit of any debt other than debts accrued to it which have arisen in the ordinary course of business. (l) The 6.8 No Target Company is nor has no credit cards been engaged in issue any arrangements which are not properly shown or reflected in its own name the Accounts and which involve the raising of finance under which that Target Company is or that may become liable to repay Indebtedness. 6.9 No investment or other grants or allowance and or loans or financial aid of any officer kind has been applied for or employee received or is receivable by any person connected with an officer Target Company from any Governmental Entity and nothing has been done or employee. (m) Having regard to the existing bank and other facilities available to the Companyagreed as a result of which any such grant, the Company allowance, loan or financial aid which has sufficient working capital for the purposes of continuing to carry on its business in its present form and at its present level of turnover for a period of at least 12 months after Completion. (n) All of the borrowings of the Company been Disclosed is or may be repaid by it at any time on no more than one month’s notice and without any premium liable to be refused refunded or penalty (howsoever called) on repaymentclawed back in whole or in part. (o) The Company has not received notice from any lenders of any money requiring repayment or relating to term loan facilities becoming on demand or altering to the disadvantage of the Company the terms of any such facility or intimating the enforcement by any such lender of any security which it may hold over any assets of the Company and, so far as the Sellers are aware, there are no circumstances which would now (or which could with the giving of notice or lapse of time or both) give rise to any such notice. (p) None of the facilities of the Company are dependent on the guarantee or support or indemnity of, or any security provided by, the Sellers or any other person.

FINANCIAL COMMITMENTS AND BORROWINGS. (a) Complete and accurate details 4.1 Save as set out in the Disclosure Letter, the Company has no Indebtedness. 4.2 Full particulars of all overdraft, loan and other financial facilities available to the bank accounts of the Company and of the amounts outstanding under each of them at the close of business on the day preceding the date of this Agreement bank mandates applicable thereto are set out in the Disclosure Letter Letter. 4.3 No amounts are presently owing to the Company as a result of any loan or advance made by the Company prior to the date of this Agreement (otherwise than as a result of giving credit in the normal course of business) and the Company has not agreed to make any such loan or advance. 4.4 Save as set out in the Disclosure Letter, the Company has not created nor has it agreed to create and nor is there subsisting any Encumbrance over all or any of its property assets undertaking goodwill reserves or share capital. 4.5 The Company is not exceeding any borrowing limit imposed upon it by its bankers or other lenders or by its Articles of Association (or equivalent constitutional documents) or otherwise and has not entered into any commitment or arrangement which might cause it to exceed any such borrowing limit. 4.6 No order has been made or petition presented or resolution passed for the winding up of the Company nor has any administrator or receiver been appointed or any distress execution or other process been levied in respect of the Company’s undertaking or assets or any part thereof, and the Company has not received any notice under nor is it or could it be deemed unable to pay its debts for the purposes of Section 123 of the Insolvency Axx 0000. 4.7 Full particulars are contained in the Data Room of all investment and other grants and allowances and of all loans and financial aid of any kind applied for or received or receivable by the Company from any Governmental department board body or agency authority and so far as the Warrantors are aware nothing has been done or omitted to do anything agreed as a result of which the continuance of any of those facilities might be affected or prejudiced. There have been no payments out of any such accounts except for routine payments and grant allowance loan or financial aid is or may be liable to be refused refunded or clawed back in whole or in part, including as a result of a change of control of the aggregate balance on all current accounts shall not be substantially different at Completion from the aggregate balance shown on such statementsCompany. (b) The Company has no outstanding or any other borrowing or indebtedness in the nature of borrowing or any guarantee, indemnity, surety or similar undertaking or agreement to procure the solvency of any person or payment by any person of any sum to a third party or any similar obligation. (c) The Company has not at any time factored its debts and has never engaged in financing of a type which would not require to be shown in its accounts. (d) 4.8 There is not now outstanding in respect of the Company any Encumbrance on guarantee or warranty or indemnity or bond or for suretyship, given by, or for the whole or any part accommodation of the Company’s undertaking, goodwill, uncalled capital, properties or assets nor is . 4.9 There are no sums owed by any Vendor to the Company a party to or subject to any agreement, arrangement or commitment to give or create any Encumbrance. (e) No floating charge created nor by the Company has crystallised and, so far as the Sellers are aware, there are no circumstances existing which are likely to cause such a floating charge to crystallise and no notice has been received by the Company from any person intimating that such person will enforce any security which it may hold over all or any of the assets of the Company and, so far as the Seller are aware, there are no circumstances existing which are likely to give rise to such a notice. Vendor (f) The Company is not a party to and has never agreed to give, any guarantee, suretyship, indemnity or similar agreement or any agreement for the postponement of debt or for lien or set-off in respect of any other person. (g) The amounts borrowed by the Company from its bankers do not exceed any of its overdraft facilities and the total amount borrowed by the Company (from whatever source) does not exceed any limitation on its borrowing powers whether contained in its memorandum or articles of association or in any debenture or loan stock deed or other deed, document or agreement executed by the Company or on its behalf or to which it is subject. (h) No event has occurred or been alleged by any person which is, or with the passing of time or the giving of notice would become an event of default under or breach of any of the terms of any loan capital, borrowing, debenture or financial facility of the Company or which would entitle any person to call for repayment prior to normal maturity. (i) The Company does not have any outstanding capital commitments nor has entered into any leasing or hire purchase or similar commitment involving any asset with a capital value in excess of £5,000. (j) There are no debts owing by the Company which are overdue for payment by more than four weeks. (k) The Company has not lent any money which has not been repaid nor owns the benefit of any debt other than debts accrued to it salary, benefits and reimbursement of expenses in the ordinary course of business. (l) The Company has no credit cards in issue in its own name or that business of any officer or employee or any person connected with an officer or employee. (m) Having regard to the existing bank and other facilities available to those Vendors who are also employees of the Company, the Company has sufficient working capital for the purposes of continuing to carry on its business in its present form and at its present level of turnover for a period of at least 12 months after Completion). (n) All of the borrowings of the Company may be repaid by it at any time on no more than one month’s notice and without any premium or penalty (howsoever called) on repayment. (o) The Company has not received notice from any lenders of any money requiring repayment or relating to term loan facilities becoming on demand or altering to the disadvantage of the Company the terms of any such facility or intimating the enforcement by any such lender of any security which it may hold over any assets of the Company and, so far as the Sellers are aware, there are no circumstances which would now (or which could with the giving of notice or lapse of time or both) give rise to any such notice. (p) None of the facilities of the Company are dependent on the guarantee or support or indemnity of, or any security provided by, the Sellers or any other person.

FINANCIAL COMMITMENTS AND BORROWINGS. 7.1 There is contained in or attached to the Disclosure Letter: (aA) Complete and accurate details full particulars of all overdraftIndebtedness of each Target Company, including, without limitation, all loan and other financial revolving credit or overdraft facilities available to the of each Target Company and all material documents relating to each such facility; and (B) full particulars of all the amounts outstanding under bank accounts of each Target Company, showing, in respect of them the UK bank accounts, the position as at the close of business on the day immediately preceding the date of this Agreement are and, in respect of the German bank accounts, the position as at the day two (2) days prior to the date of this Agreement. 7.2 No Target Company has received written notice or is otherwise aware of the occurrence of any event which is continuing and has resulted in any present or future Indebtedness of any Target Company becoming due and payable whether by virtue of the stated maturity date of the Indebtedness having been reached or otherwise or any Encumbrance granted by or over any property or assets of any Target Company becoming enforceable. 7.3 Other than Indebtedness under the Credit Agreement which will be extinguished in accordance with the terms of the Scheme, no member of the Target Group has at the date of this Agreement any outstanding Indebtedness nor at Completion will have any outstanding Indebtedness (including to another member of the Target Group) other than in connection with the lease of motor vehicles, replacement of Site Properties and any other Indebtedness incurred in the ordinary course of trading in excess of £100,000 per annum. 7.4 Save as set out or referred to in any of the Disclosure Letter and the Transaction Documents, no Target Company has not done created nor has it agreed to create and nor is there subsisting any Encumbrance over all or omitted to do anything as a result of which the continuance of any of those facilities might be affected or prejudiced. There have been no payments out of any such accounts except for routine payments and the aggregate balance on all current accounts shall not be substantially different at Completion from the aggregate balance shown on such statements. (b) The Company has no outstanding or any other borrowing or indebtedness in the nature of borrowing or any guaranteeits property, indemnityassets, surety or similar undertaking or agreement to procure the solvency of any person or payment by any person of any sum to a third party or any similar obligation. (c) The Company has not at any time factored its debts and has never engaged in financing of a type which would not require to be shown in its accounts. (d) There is not outstanding any Encumbrance on the whole or any part of the Company’s undertaking, goodwill, uncalled reserves or share capital, properties or assets nor is the Company a party to or subject to any agreement, arrangement or commitment to give or create any Encumbrance. (e) 7.5 No floating charge created by the Company has crystallised and, so far as the Sellers are aware, there are no circumstances existing which are likely to cause such a floating charge to crystallise Indebtedness is due and payable and no notice has been received by the Company from any person intimating that such person will enforce any security which it may hold Encumbrance over all or any of the assets of the Company andor any of the Subsidiaries is now enforceable, so far as whether by virtue of the Seller are aware, there are no circumstances existing which are likely to give rise to such a noticestated maturity date of the Indebtedness having been reached or otherwise. (f) The Company is not a party to and has never agreed to give7.6 No Encumbrance, any guarantee, suretyship, indemnity or other similar agreement security arrangement has been given or entered into by any Target Company or any agreement for the postponement of debt or for lien or set-off third party in respect of any Indebtedness or other obligations of any Target Company, nor has any such person agreed to do so. 7.7 No Target Company 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. (g) The amounts borrowed by the Company from its bankers do not exceed any of its overdraft facilities and the total amount borrowed by the Company (from whatever source) does not exceed any limitation on its borrowing powers whether contained in its memorandum or articles of association or in any debenture or loan stock deed or other deed, document or agreement executed by the Company or on its behalf or to which it is subject. (h) No event has occurred or been alleged by any person which is, or with the passing of time or the giving of notice would become an event of default under or breach of any of the terms of any loan capital, borrowing, debenture or financial facility of the Company or which would entitle any person to call for repayment prior to normal maturity. (i) The Company does not have any outstanding capital commitments nor has entered into any leasing or hire purchase or similar commitment involving any asset with a capital value in excess of £5,000. (j) There are no debts owing by the Company which are overdue for payment by more than four weeks. (k) The Company has not lent any money which has not been repaid nor owns the benefit of any debt other than debts accrued to it in the ordinary course of business. (l) The Company has no credit cards in issue in its own name or that of any officer or employee or any person connected with an officer or employee. (m) Having regard to the existing bank and other facilities available to the Company, the Company has sufficient working capital for the purposes of continuing to carry on its business in its present form and at its present level of turnover for a period of at least 12 months after Completion. (n) All of the borrowings of the Company may be repaid by it at any time on no more than one month’s notice and without any premium or penalty (howsoever called) on repayment. (o) The Company has not received notice from any lenders of any money requiring repayment or relating to term loan facilities becoming on demand or altering to the disadvantage of the Company the terms of any such facility or intimating the enforcement by any such lender of any security which it may hold over any assets of the Company and, so far as the Sellers are aware, there are no circumstances which would now (or which could with the giving of notice or lapse of time or both) give rise to any such notice. (p) None of the facilities of the Company are dependent on the guarantee or support or indemnity of, or any security provided by, the Sellers or any other person.