Common use of Management Accounts Clause in Contracts

Management Accounts. The Management Accounts: have been prepared in accordance with good accounting practice on a basis consistent with that upon which the management accounts of the Company for the period to the Accounts Date were prepared; reasonably reflect the financial affairs of the Company at the date to which they have been prepared and its results for the period covered by the Management Accounts; and are not inaccurate or misleading in any material respect. Since the Accounts Date as regards the Company: its business has been carried on in the ordinary course and so as to maintain the same as a going concern; it has not acquired or disposed of or agreed to acquire or dispose of any business or any material asset (other than trading stock in the ordinary course of the business carried on by it) or assumed or acquired any material liability (including a contingent liability); no dividend or other distribution (as defined by sections 1000, 1064 and 455, 459, and 460 of the CTA 2010) has been declared, made or paid to its members nor has it repaid any loan capital or other debenture; no change has been made (or agreed to be made) in the emoluments or other terms of employment of any of its employees who are in receipt of remuneration in excess of £20,000 per annum or of any of the directors of the Company nor has it paid any bonus or special remuneration to any such employee or any of its directors; it has not borrowed monies (except in the ordinary course of the business carried on by it or from its bankers under agreed loan facilities); there has not been any [material] deterioration in the financial position or prospects of the Business (whether in consequence of normal trading or otherwise); neither the trading nor the profitability of the Business shows, as regards turnover, the state of order book, expenses and profit margins, any material deterioration or downturn by comparison with the period ended on the Accounts Date; no part of the Business has been affected to a material extent by the loss of any important customer, or of any source of supply or by the cancellation or loss of any order or contract or by any other abnormal factor or event nor so far as the Warrantors are aware are there any circumstances likely to lead thereto; no employee has been dismissed or made redundant nor has the Company taken or omitted to take any action which would entitle any employee to claim that he has been constructively dismissed; and there are no liabilities (including contingent liabilities) outstanding on the part of the Company other than those liabilities disclosed in the Accounts or incurred in the ordinary and proper course of business since the Account Date which are similarly disclosed in the Management Accounts or in the books and records of the Company.

Management Accounts. The Management Accounts: have been prepared in accordance with good accounting practice on a basis consistent with that upon which the management accounts of the Company for the period to the Accounts Date were prepared; (having regard for the purpose for which they were prepared and the information known to the Company at the date on which they were prepared) reasonably reflect the financial affairs of the Company at the date to which they have been prepared and its results for the period covered by the Management Accounts; and are not inaccurate or misleading in any material respect. Since the Management Accounts Date as regards the Company: its business has been carried on in the ordinary course and so as to maintain the same as a going concern; it has not acquired or disposed of or agreed to acquire or dispose of any business or any material asset (other than trading stock in the ordinary course of the business carried on by it) or assumed or acquired any material liability (including a contingent liability); no dividend or other distribution (as defined by sections 1000, 1064 and 455, 459, and 460 of the CTA 2010) has been declared, made or paid to its members nor has it repaid any loan capital or other debenture; no change has been made (or agreed to be made) in the emoluments or other terms of employment of any of its employees who are in receipt of remuneration in excess of £20,000 per annum or of any of the directors of the Company nor has it paid any bonus or special remuneration to any such employee or any of its directors; it has not borrowed monies (except in the ordinary course of the business carried on by it or from its bankers under agreed loan facilities); there has not been any [material] material deterioration in the financial position or prospects of the Business (whether in consequence of normal trading or otherwise); neither the trading nor the profitability of the Business shows, as regards turnover, the state of order book, expenses and profit margins, any material deterioration or downturn by comparison with the period ended on the Accounts Date; no part of the Business has been affected to a material extent by the loss of any important customer, or of any source of supply or by the cancellation or loss of any order or contract or by any other abnormal factor or event nor so far as the Warrantors are aware are there any circumstances likely to lead thereto; no employee at management grade or in a senior capacity has been dismissed or made redundant nor has the Company taken or omitted to take any action which would entitle any such employee to claim that he has they have been constructively dismissed; and there are no it has not incurred any material liabilities (including or obligations, contingent liabilities) outstanding on the part of the Company or otherwise, other than those than: liabilities disclosed in the Accounts or and obligations incurred in the ordinary and proper course of business since the Account Date Management Accounts Date; or liabilities and obligations that would not be required under accounting principles, standards and practices which are similarly disclosed generally accepted in the Management Accounts or in the books and records United Kingdom to be disclosed on a balance sheet of the CompanyCompany if one were prepared as of the Execution Date.

Management Accounts. 5.1 The Company has no liability for Taxation of any kind, which has not been provided for in the Management Accounts: have . 5.2 Due provision has been prepared made in accordance with good accounting practice on the Management Accounts for any capital commitment undertaken or authorised at the Management Accounts Date as may be appropriate and for any bad or doubtful debt due and payable to the Company in its own right. 5.3 The Company is not a basis consistent with that upon which member of any partnership or unincorporated company or association. 5.4 Since the management accounts Management Accounts Date up to and inclusive of Completion Date: (i) there has been no material adverse change in the financial position or business or prospects of the Company for and the period Company has entered into transactions and incurred liabilities only in the ordinary course of business; (ii) The Company has not declared, paid or made nor is proposing to declare, pay or make any dividend or other distribution; (iii) the Accounts Date were prepared; reasonably reflect the financial affairs business of the Company at the date to which they have been prepared and its results for the period covered by the Management Accounts; and are not inaccurate or misleading in any material respect. Since the Accounts Date as regards the Company: its business has been carried on in the ordinary and usual course and so as to maintain in the same manner (including nature and scope) as a going concernin the past, no fixed asset or stock has been written up nor any debt written off and no unusual or abnormal contract has been entered into by the Company; it and (iv) no asset of the Company has not been acquired or disposed of on capital account, or has been agreed to acquire be acquired or dispose of any business or any material asset (other disposed of, otherwise than trading stock in the ordinary course of business and the business carried on by it) Company has not disposed of or assumed or acquired any material liability (including a contingent liability); no dividend or other distribution (as defined by sections 1000, 1064 and 455, 459, and 460 of the CTA 2010) has been declared, made or paid to its members nor has it repaid any loan capital or other debenture; no change has been made (or agreed to be made) in the emoluments or other terms of employment parted with possession of any of its employees who are property assets (including know how) or stock in receipt of remuneration in excess of £20,000 per annum trade or of made any of the directors of payments and no contract involving expenditure by it on capital account has been entered into by the Company nor and no liability has it paid any bonus been created or special remuneration to any such employee or any of its directors; it has not borrowed monies otherwise arisen (except other than in the ordinary course of business as previously carried on). 5.5 The Management Accounts have been properly compiled by the business carried on by it or from its bankers under agreed loan facilities); there has not been any [material] deterioration in the financial position or prospects director of the Business (whether Company on the basis which is consistent with the accounting policies consistently applied and are accurate in consequence all respects and show a true and fair view of normal trading or otherwise); neither the trading nor the profitability of the Business shows, as regards turnover, the state of order bookaffairs of the Company and of its results and profits for the financial period ending on the Management Accounts Date and: (a) depreciation of the fixed assets of the Company has been made at a rate sufficient to write down the value of such assets to nil not later than the end of their useful working lives; (b) the Management Accounts disclose and make full provision or reserve for all actual liabilities; (c) the Management Accounts disclose and make proper provision or reserve for or note all contingent liabilities, expenses capital or burdensome commitments; (d) the bases and profit margins, policies of accounting of the Company (including depreciation) adopted for the purpose of preparing the Management Accounts are the same as those adopted for the purpose of preparing the audited accounts of the Company for each of the preceding accounting periods since the date of incorporation; (e) the profits and losses of the Company shown in the Management Accounts and for the preceding accounting periods have not in any material deterioration or downturn by comparison with the period ended on the Accounts Date; no part of the Business has respect been affected to a material extent by the loss of any important customer, unusual or of any source of supply or by the cancellation or loss of any order or contract exceptional item or by any other abnormal factor matter which has rendered such profits or event nor so far as losses unusually high or low; and (f) the Warrantors are aware are there any circumstances likely to lead thereto; no employee has been dismissed or made redundant nor has the Company taken or omitted to take any action which would entitle any employee to claim that he has been constructively dismissed; and there are no liabilities (including contingent liabilities) outstanding on the part of the Company other than those liabilities disclosed in the Accounts or incurred in the ordinary and proper course of business since the Account Date which are similarly disclosed accounts receivable shown in the Management Accounts have been collected or will in aggregate realise the nominal amount thereof less any reserve for bad and doubtful debts included in the books Management Accounts and records none of the Companyamounts shown in the Management Accounts in respect of debtors is represented by debts which were then more than six (6) months overdue for payment and none of the same has been released or settled for an amount less than that shown in the Management Accounts. All such debts will be collectible in full within one hundred and eighty (180) days of the Completion Date subject to the Company using all reasonable endeavours to collect the same.

Management Accounts. The Management Accounts: Accounts have been prepared in accordance with good accounting practice on a basis consistent with that upon which the management accounts standards, principles and practices used in the preparation of the Accounts and show the affairs and profit and loss of the Company as at and for the period to the Accounts Date were prepared; reasonably reflect the financial affairs in respect of the Company at the date to which they have been prepared and its results for the period covered by the Management Accounts; and are not inaccurate or misleading in any material respectprepared. Since the Accounts Date as regards Last Accounting Date: there has been no material adverse change in the financial or trading position of any Group Company: its ; the business of each Group Company has been carried on in the ordinary and usual course of business and so as to maintain the same as a going concernconcern and no Group Company has entered into any agreement, commitment or arrangement of a material nature otherwise than in good faith and on arms’ length terms; it no Group Company has not acquired or disposed of of, or agreed to acquire of dispose of, or is negotiating to dispose of any business or of, any material asset (other than trading stock in the ordinary course of the business carried on by it) or assumed or acquired any material liability (including a contingent liabilitybusiness); no dividend Group Company has entered into or agreed to enter into any capital commitments exceeding £50,000 in the aggregate of £10,000 in the case of any one commitment; no dividends or other distribution distributions have been paid or declared by a Group Company (except as defined by sections 1000, 1064 Disclosed) and 455, 459, and 460 of the CTA 2010) has been declared, any such declarations were made or paid to its members nor has it repaid in accordance with applicable law, the then articles of association or equivalent constitutional documents of the relevant Group Company and any applicable agreement with any third party; no share or loan capital or other debenture; no change of a Group Company has been made (allotted, issued, redeemed or purchased, or agreed to be made) allotted, issued, redeemed or purchased, and no Group Company has undergone any capital reorganisation or change in the emoluments its capital structure; no Group Company has written off or other terms of employment of released, or agreed to write off or release, any of its employees who are in receipt of remuneration in excess of £20,000 per annum or of any of the directors of the Company nor has it paid any bonus or special remuneration debt owing to any such employee or any of its directors; it has not borrowed monies (except in the ordinary course of the business carried on by it or from its bankers under agreed loan facilities)it; there has not been any [material] deterioration no increase or decrease in the financial position or prospects of the Business (whether in consequence of normal trading or otherwise); neither the trading nor the profitability of the Business shows, timescales within which each Group Company has paid its creditors as regards turnover, the state of order book, expenses and profit margins, any material deterioration or downturn by comparison compared with the period timescales within which creditors were paid during the financial year ended on the Accounts Last Accounting Date; and no part shareholders' resolution has been passed or circulated by a Group Company (or any class of its members) since the filing of the Business has been affected last confirmation statement. Neither the execution nor performance of this Agreement or of a document to be executed at or before Completion will: result in a breach of any provision of the articles of association of any member of the Group; result in a breach of or give rise to an event of default under, or require the consent of a person under or relieve a person from an obligation under an agreement, arrangement or obligation to which a Group Company is a party in accordance with the terms of such agreement, arrangement or obligation; result in a material extent by the loss breach of any important customerstatute, law, rule, regulation, order, judgment, or decree of any source court or governmental agency by which the Sellers or any member of supply the Group is bound; enable any person to terminate, determine any material obligation to or any material right or benefit enjoyed by any Group Company, or to exercise any material right under an agreement or arrangement to which the cancellation any Group Company is a party or loss any material legal or administrative requirement by which any Group Company is bound, in any such case in accordance with the terms of such agreement or arrangement; result in any indebtedness of any order Group Company becoming due or contract capable of being declared due and payable prior to its stated maturity; or by give rise to or cause to become exercisable any other abnormal factor right of pre-emption over the Shares. No Insolvency Event (or another such event nor so far as in a jurisdiction outside the Warrantors are aware are there United Kingdom) has occurred in respect of any circumstances likely to lead thereto; no employee has been dismissed or made redundant nor has the Company taken or omitted to take any action which would entitle any employee to claim that he has been constructively dismissed; and there are no liabilities Group Company. Each material asset (including contingent liabilities) outstanding on the part of the Company other than those liabilities disclosed the SIR Shares) included in the Accounts or incurred acquired by a Group Company since the Last Accounting Date and each material asset used by each Group Company: is free from any Encumbrance; and is in the ordinary possession and proper course ownership or under the control of business since the Account Date which are similarly disclosed in the Management Accounts or in the books and records of the that Group Company.

Management Accounts. 5.1 The Company has no liability for Taxation of any kind, which has not been provided for in the Management Accounts: have . 5.2 Due provision has been prepared made in accordance with good accounting practice on the Management Accounts for any capital commitment undertaken or authorised at the Management Accounts Date as may be appropriate and for any bad or doubtful debt due and payable to the Company in its own right. 5.3 The Company is not a basis consistent with that upon which member of any partnership or unincorporated company or association. 5.4 Since the management accounts Management Accounts Date up to and inclusive of Completion Date: (i) there has been no material adverse change in the financial position or business or prospects of the Company for and the period Company has entered into transactions and incurred liabilities only in the ordinary course of business; (ii) the Company has not declared, paid or made nor is proposing to declare, pay or make any dividend or other distribution; (iii) the Accounts Date were prepared; reasonably reflect the financial affairs business of the Company at the date to which they have been prepared and its results for the period covered by the Management Accounts; and are not inaccurate or misleading in any material respect. Since the Accounts Date as regards the Company: its business has been carried on in the ordinary and usual course and so as to maintain in the same manner (including nature and scope) as a going concernin the past, no fixed asset or stock has been written up nor any debt written off and no unusual or abnormal contract has been entered into by the Company; it and (iv) no asset of the Company has not been acquired or disposed of on capital account, or has been agreed to acquire be acquired or dispose of any business or any material asset (other disposed of, otherwise than trading stock in the ordinary course of business and the business carried on by it) Company has not disposed of or assumed or acquired any material liability (including a contingent liability); no dividend or other distribution (as defined by sections 1000, 1064 and 455, 459, and 460 of the CTA 2010) has been declared, made or paid to its members nor has it repaid any loan capital or other debenture; no change has been made (or agreed to be made) in the emoluments or other terms of employment parted with possession of any of its employees who are property assets (including know how) or stock in receipt of remuneration in excess of £20,000 per annum trade or of made any of the directors of payments and no contract involving expenditure by it on capital account has been entered into by the Company nor and no liability has it paid any bonus been created or special remuneration to any such employee or any of its directors; it has not borrowed monies otherwise arisen (except other than in the ordinary course of business as previously carried on). 5.5 The Management Accounts have been properly complied by the business carried on by it or from its bankers under agreed loan facilities); there has not been any [material] deterioration in the financial position or prospects director of the Business (whether Company on the basis which is consistent with the accounting policies consistently applied and are accurate in consequence all respects and show a true and fair view of normal trading or otherwise); neither the trading nor the profitability of the Business shows, as regards turnover, the state of order bookaffairs of the Company and of its results and profits for the financial period ending on the Management Accounts Date and: (a) depreciation of the fixed assets of the Company has been made at a rate sufficient to write down the value of such assets to nil not later than the end of their useful working lives; (b) the Management Accounts disclose and make full provision or reserve for all actual liabilities; (c) the Management Accounts disclose and make proper provision or reserve for or note all contingent liabilities, expenses capital or burdensome commitments; (d) the bases and profit margins, policies of accounting of the Company (including depreciation) adopted for the purpose of preparing the Management Accounts are the same as those adopted for the purpose of preparing the audited accounts of the Company for each of the preceding accounting periods since the date of incorporation; (e) the profits and losses of the Company shown in the Management Accounts and for the preceding accounting periods have not in any material deterioration or downturn by comparison with the period ended on the Accounts Date; no part of the Business has respect been affected to a material extent by the loss of any important customer, unusual or of any source of supply or by the cancellation or loss of any order or contract exceptional item or by any other abnormal factor matter which has rendered such profits or event nor so far as losses unusually high or low; and (f) the Warrantors are aware are there any circumstances likely to lead thereto; no employee has been dismissed or made redundant nor has the Company taken or omitted to take any action which would entitle any employee to claim that he has been constructively dismissed; and there are no liabilities (including contingent liabilities) outstanding on the part of the Company other than those liabilities disclosed in the Accounts or incurred in the ordinary and proper course of business since the Account Date which are similarly disclosed accounts receivable shown in the Management Accounts have been collected or will in aggregate realise the nominal amount thereof less any reserve for bad and doubtful debts included in the books Management Accounts and records none of the Companyamounts shown in the Management Accounts in respect of debtors is represented by debts which were then more than six (6) months overdue for payment and none of the same has been released or settled for an amount less than that shown in the Management Accounts. All such debts will be collectible in full within one hundred and eighty (180) days of the Completion Date subject to the Company using all reasonable endeavours to collect the same.

Management Accounts. 5.1 The Company has no liability for Taxation of any kind, which has not been provided for in the Management Accounts: have . 5.2 Due provision has been prepared made in accordance with good accounting practice on the Management Accounts for any capital commitment undertaken or authorised at the Management Accounts Date as may be appropriate and for any bad or doubtful debt due and payable to the Company in its own right. 5.3 The Company is not a basis consistent with that upon which member of any partnership or unincorporated company or association. 5.4 Since the management accounts Management Accounts Date up to and inclusive of Completion Date: (i) there has been no material adverse change in the financial position or business or prospects of the Company for and the period Company has entered into transactions and incurred liabilities only in the ordinary course of business; (ii) the Company has not declared, paid or made nor is proposing to declare, pay or make any dividend or other distribution; (iii) the Accounts Date were prepared; reasonably reflect the financial affairs business of the Company at the date to which they have been prepared and its results for the period covered by the Management Accounts; and are not inaccurate or misleading in any material respect. Since the Accounts Date as regards the Company: its business has been carried on in the ordinary and usual course and so as to maintain in the same manner (including nature and scope) as a going concernin the past, no fixed asset or stock has been written up nor any debt written off and no unusual or abnormal contract has been entered into by the Company; it and (iv) no asset of the Company has not been acquired or disposed of on capital account, or has been agreed to acquire be acquired or dispose of any business or any material asset (other disposed of, otherwise than trading stock in the ordinary course of business and the business carried on by it) Company has not disposed of or assumed or acquired any material liability (including a contingent liability); no dividend or other distribution (as defined by sections 1000, 1064 and 455, 459, and 460 of the CTA 2010) has been declared, made or paid to its members nor has it repaid any loan capital or other debenture; no change has been made (or agreed to be made) in the emoluments or other terms of employment parted with possession of any of its employees who are property assets (including know how) or stock in receipt trade or made any payments and no contract involving expenditure by it on capital account has been entered into by the Company and no liability has been created or has otherwise arisen (other than in the ordinary course of remuneration in excess of £20,000 per annum or of any of business as previously carried on). 5.5 The Management Accounts have been properly complied by the directors of the Company nor has it paid any bonus or special remuneration to any such employee or any on the basis which is consistent with the accounting policies consistently applied and are accurate in all respects and show a true and fair view of its directors; it has not borrowed monies (except in the ordinary course of the business carried on by it or from its bankers under agreed loan facilities); there has not been any [material] deterioration in the financial position or prospects of the Business (whether in consequence of normal trading or otherwise); neither the trading nor the profitability of the Business shows, as regards turnover, the state of order bookaffairs of the Company and of its results and profits for the financial period ending on the Management Accounts Date and: (a) depreciation of the fixed assets of the Company has been made at a rate sufficient to write down the value of such assets to nil not later than the end of their useful working lives; (b) the Management Accounts disclose and make full provision or reserve for all actual liabilities; (c) the Management Accounts disclose and make proper provision or reserve for or note all contingent liabilities, expenses capital or burdensome commitments; (d) the bases and profit margins, policies of accounting of the Company (including depreciation) adopted for the purpose of preparing the Management Accounts are the same as those adopted for the purpose of preparing the audited accounts of the Company for each of the preceding accounting periods since the date of incorporation; (e) the profits and losses of the Company shown in the Management Accounts and for the preceding accounting periods have not in any material deterioration or downturn by comparison with the period ended on the Accounts Date; no part of the Business has respect been affected to a material extent by the loss of any important customer, unusual or of any source of supply or by the cancellation or loss of any order or contract exceptional item or by any other abnormal factor matter which has rendered such profits or event nor so far as losses unusually high or low; and (f) the Warrantors are aware are there any circumstances likely to lead thereto; no employee has been dismissed or made redundant nor has the Company taken or omitted to take any action which would entitle any employee to claim that he has been constructively dismissed; and there are no liabilities (including contingent liabilities) outstanding on the part of the Company other than those liabilities disclosed in the Accounts or incurred in the ordinary and proper course of business since the Account Date which are similarly disclosed accounts receivable shown in the Management Accounts have been collected or will in aggregate realise the nominal amount thereof less any reserve for bad and doubtful debts included in the books Management Accounts and records none of the Companyamounts shown in the Management Accounts in respect of debtors is represented by debts which were then more than six (6) months overdue for payment and none of the same has been released or settled for an amount less than that shown in the Management Accounts. All such debts will be collectible in full within one hundred and eighty (180) days of the Completion Date subject to the Company using all reasonable endeavours to collect the same.

Management Accounts. The Management Accounts: have been prepared in accordance with good accounting practice on a basis consistent with that upon which the management accounts of the Company for the period to the Accounts Date were prepared; reasonably reflect the financial affairs of the Company at the date to which they have been prepared and its results for the period covered by the Management Accounts; and are not inaccurate or misleading in any material respect. Since the Accounts Date as regards the Company: its business has been carried on in the ordinary course and so as to maintain the same as a going concern; it has not acquired or disposed of or agreed to acquire or dispose of any business or any material asset (other than trading stock in the ordinary course of the business carried on by it) or assumed or acquired any material liability (including a contingent liability); no dividend or other distribution (as defined by sections 1000, 1064 and 455, 459, and 460 of the CTA 2010) 2010 has been declared, made or paid to its members nor has it repaid any loan capital or other debenture; no change has been made (or agreed to be made) in the emoluments or other terms of employment of any of its employees who are in receipt of remuneration in excess of £20,000 per annum or of any of the directors of the Company nor has it paid any bonus or special remuneration to any such employee or any of its directors; it has not borrowed monies (except in the ordinary course of the business carried on by it or from its bankers under agreed loan facilities); there has not been any [material] deterioration in the financial position or prospects of the Business (whether in consequence of normal trading or otherwise); neither the trading nor the profitability of the Business shows, as regards turnover, the state of order book, expenses and profit margins, any material deterioration or downturn by comparison with the period ended on the Accounts Date; no part of the Business has been affected effected to a material extent by the loss of any important customer, or of any source of supply or by the cancellation or loss of any order or contract or by any other abnormal factor or event nor so far as the Warrantors are aware are there any circumstances likely to lead thereto; no employee has been dismissed or made redundant nor has the Company taken or omitted to take any action which would entitle any employee to claim that he has been constructively dismissed; and there are no liabilities (including contingent liabilities) outstanding on the part of the Company other than those liabilities disclosed in the Accounts or incurred in the ordinary and proper course of business since the Account Date which are similarly disclosed in the Management Accounts or in the books and records of the Company.

Management Accounts. 5.1 The Company has no liability for Taxation of any kind, which has not been provided for in the Management Accounts: have . 5.2 Due provision has been prepared made in accordance with good accounting practice on the Management Accounts for any capital commitment undertaken or authorized at the Management Accounts Date as may be appropriate and for any bad or doubtful debt due and payable to the Company in its own right. 5.3 The Company is not a basis consistent with that upon which member of any partnership or unincorporated company or association. 5.4 Since the management accounts Management Accounts Date up to and inclusive of Completion Date: (i) there has been no material adverse change in the financial position or business or prospects of the Company for and the period Company has entered into transactions and incurred liabilities only in the ordinary course of business; (ii) the Company has not declared, paid or made nor is proposing to declare, pay or make any dividend or other distribution; (iii) the Accounts Date were prepared; reasonably reflect the financial affairs business of the Company at the date to which they have been prepared and its results for the period covered by the Management Accounts; and are not inaccurate or misleading in any material respect. Since the Accounts Date as regards the Company: its business has been carried on in the ordinary and usual course and so as to maintain in the same manner (including nature and scope) as a going concernin the past, no fixed asset or stock has been written up nor any debt written off and no unusual or abnormal contract has been entered into by the Company; it and (iv) no asset of the Company has not been acquired or disposed of on capital account, or has been agreed to acquire be acquired or dispose of any business or any material asset (other disposed of, otherwise than trading stock in the ordinary course of business and the business carried on by it) Company has not disposed of or assumed or acquired any material liability (including a contingent liability); no dividend or other distribution (as defined by sections 1000, 1064 and 455, 459, and 460 of the CTA 2010) has been declared, made or paid to its members nor has it repaid any loan capital or other debenture; no change has been made (or agreed to be made) in the emoluments or other terms of employment parted with possession of any of its employees who are property assets (including know how) or stock in receipt of remuneration in excess of £20,000 per annum trade or of made any of the directors of payments and no contract involving expenditure by it on capital account has been entered into by the Company nor and no liability has it paid any bonus been created or special remuneration to any such employee or any of its directors; it has not borrowed monies otherwise arisen (except other than in the ordinary course of business as previously carried on). 5.5 The Management Accounts have been properly complied by the business carried on by it or from its bankers under agreed loan facilities); there has not been any [material] deterioration in the financial position or prospects director of the Business (whether Company on the basis which is consistent with the accounting policies consistently applied and are accurate in consequence all respects and show a true and fair view of normal trading or otherwise); neither the trading nor the profitability of the Business shows, as regards turnover, the state of order bookaffairs of the Company and of its results and profits for the financial period ending on the Management Accounts Date and: (a) depreciation of the fixed assets of the Company has been made at a rate sufficient to write down the value of such assets to nil not later than the end of their useful working lives; (b) the Management Accounts disclose and make full provision or reserve for all actual liabilities; (c) the Management Accounts disclose and make proper provision or reserve for or note all contingent liabilities, expenses capital or burdensome commitments; (d) the bases and profit margins, policies of accounting of the Company (including depreciation) adopted for the purpose of preparing the Management Accounts are the same as those adopted for the purpose of preparing the audited accounts of the Company for each of the preceding accounting periods since the date of incorporation; (e) the profits and losses of the Company shown in the Management Accounts and for the preceding accounting periods have not in any material deterioration or downturn by comparison with the period ended on the Accounts Date; no part of the Business has respect been affected to a material extent by the loss of any important customer, unusual or of any source of supply or by the cancellation or loss of any order or contract exceptional item or by any other abnormal factor matter which has rendered such profits or event nor so far as the Warrantors are aware are there any circumstances likely to lead theretolosses unusually high or low; no employee has been dismissed or made redundant nor has the Company taken or omitted to take any action which would entitle any employee to claim that he has been constructively dismissed; and there are no liabilities (including contingent liabilities) outstanding on the part of the Company other than those liabilities disclosed in the Accounts or incurred in the ordinary and proper course of business since the Account Date which are similarly disclosed in the Management Accounts or in the books and records of the Company.and

Management Accounts. The Management Accounts: have been unaudited consolidated management accounts the Company for the periods commencing respectively on 1 October 1996 and ended on 31 March 1997 were honestly and properly prepared in accordance with good accounting practice on a basis manner consistent with that upon which adopted in the preparation of the consolidated management accounts of the Company for all periods ended during the period twelve months prior to the Accounts Date were prepared; reasonably reflect and, so far as the financial affairs of the Company at the date to which they have been prepared and its results for the period covered by the Management Accounts; and Warrantor is aware, are not inaccurate or misleading in any material respect. 4. EVENTS SINCE THE ACCOUNTS DATE 4.1 Since the Accounts Date Date: (a) apart from the dividends provided for in the Accounts and the payment of the Pre-Sale Dividend no dividend or other distribution (as regards defined for the Company: its purposes of ss. 209 or 210 ICTA) has been declared, paid or made by the Group; (b) the business of each member of the Group (unless such member was a dormant company as at the Accounts Date) has been carried on in the ordinary course and so as to maintain the same it as a going concern; it ; (c) there have been no material adverse changes in the financial or trading position of the Group taken as a whole or of any member of the Group in the United Kingdom, US and/or Australia; (d) there has been no material reduction in the value of the total net tangible assets (meaning the tangible fixed assets plus current assets less current and long term liabilities) of the Group on the basis of the valuations adopted in the Accounts; (e) the business of the Group has not been materially and adversely affected by the loss of any important customer or source of supply or by any abnormal factor not affecting similar businesses to a similar extent which would seriously impair the profitability of the Group and the Warrantor is not aware of any facts likely to give rise to any such effect; (f) no member of the Group has acquired or disposed of or agreed to acquire or dispose of any business or any material asset (other than trading stock in the ordinary course of the business carried on by itbusiness; (g) or assumed or acquired any material liability (including a contingent liability); no dividend or other distribution (as defined by sections 1000, 1064 and 455, 459, and 460 of the CTA 2010) has been declared, made or paid to its members nor has it repaid any loan capital or other debenture; no change has been made (or agreed to be made) in the emoluments or other terms of employment of any of its employees who are in receipt of remuneration in excess of £20,000 per annum or of any of the directors of the Company nor has it paid any bonus or special remuneration to any such employee or any of its directors; it has not borrowed monies (except in the ordinary course of the business carried on by it or from its bankers under agreed loan facilities); there has not been any [material] deterioration in the financial position or prospects of the Business (whether in consequence of normal trading or otherwise); neither the trading nor the profitability of the Business shows, as regards turnover, the state of order book, expenses and profit margins, any material deterioration or downturn by comparison with the period ended on the Accounts Date; no part of the Business has been affected to a material extent by the loss of any important customer, or of any source of supply or by the cancellation or loss of any order or contract or by any other abnormal factor or event nor so far as the Warrantors are aware are there any circumstances likely to lead thereto; Warrantor is aware, no employee debtor owing in excess of (pound)250,000 has been dismissed or made redundant nor has released in respect of a material amount (being an amount in excess of (pound)50,000) by any member of the Company taken or omitted to take any action which would entitle any employee to claim Group on terms that he pays less than the book value of any debt (subject to settlement discounts on the usual terms) and, so far as the Warrantor is aware, no such material debt has been constructively dismissed; and there written off or has proved to be irrecoverable to such a material extent. 4.2 There are no liabilities (including contingent liabilities) outstanding on adverse consequences to the part financial and/or trading position of the Company as a result of the Pre-Sale Dividend (other than those liabilities disclosed in the Accounts or incurred in payment itself and the ordinary associated ACT liability) and proper course of business since the Account Date which are similarly disclosed in the Management Accounts or in the books Reconstruction and records Reorganisation of the CompanyShare Capital. It is acknowledged that Schedule 7 to this Agreement (other than paragraphs 4 and 5) shall not apply to this Warranty 4.2.

Management Accounts. The Management Accounts: have been prepared in accordance with good accounting practice on a basis consistent with that upon which the management accounts of the Company for the period to the Accounts Date were prepared; reasonably reflect the financial affairs of the Company at the date to which they have been prepared and its results for the period covered by the Management Accounts; and are not inaccurate or misleading in any material respect. Since the Accounts Date as regards the Company: its business has been carried on in the ordinary course and so as to maintain the same as a going concern; it has not acquired or disposed of or agreed to acquire or dispose of any business or any material asset (other than trading stock in the ordinary course of the business carried on by it) or assumed or acquired any material liability (including a contingent liability); no dividend or other distribution (as defined by sections 1000, 1064 and 455, 459, and 460 of the CTA 2010) has been declared, made or paid to its members nor has it repaid any loan capital or other debenture; no change has been made (or agreed to be made) in the emoluments or other terms of employment of any of its employees who are in receipt of remuneration in excess of £20,000 per annum or of any of the directors of the Company nor has it paid any bonus or special remuneration to any such employee or any of its directors; it has not borrowed monies (except in the ordinary course of the business carried on by it or from its bankers under agreed loan facilities); there has not been any [material] deterioration in the financial position or prospects of the Business (whether in consequence of normal trading or otherwise); neither the trading nor the profitability of the Business shows, as regards turnover, the state of order book, expenses and profit margins, any material deterioration or downturn by comparison with the period ended on the Accounts Date; no part of the Business has been affected effectedaffected to a material extent by the loss of any important customer, or of any source of supply or by the cancellation or loss of any order or contract or by any other abnormal factor or event nor so far as the Warrantors are aware are there any circumstances likely to lead thereto; no employee has been dismissed or made redundant nor has the Company taken or omitted to take any action which would entitle any employee to claim that he has been constructively dismissed; and there are no liabilities (including contingent liabilities) outstanding on the part of the Company other than those liabilities disclosed in the Accounts or incurred in the ordinary and proper course of business since the Account Date which are similarly disclosed in the Management Accounts or in the books and records of the Company.