Common use of FINANCE AND GUARANTEES Clause in Contracts

FINANCE AND GUARANTEES. 13.1 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 or any other person. 13.2 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 normal course of business. 13.3 The Company has not: 13.3.1 factored any of its debts or discounted any of its debts or engaged in financing of a type which would not need to be shown or reflected in the Accounts; or 13.3.2 waived any right of set-off it may have against any third party. 13.4 All debts (less any provision for bad and doubtful debts) owing to the Company reflected in the Accounts and all debts subsequently recorded in the books of the Company have either been realised prior to the date of this agreement or will, within three months after the date of this agreement, realise in cash their full amount as included in those Accounts or books and none of those debts nor any part of them has been outstanding for more than two months from its due date for payment. 13.5 Full particulars of all money borrowed by the Company (including full particulars of the terms on which such money has been borrowed) have been Disclosed. 13.6 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 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. 13.7 Having regard to the existing banking and other facilities available to it, the Company has sufficient working capital for the purposes of: 13.7.1 continuing to carry on its business in its present form and at its present level of turnover for the next 12 months; and 13.7.2 executing, carrying out and fulfilling in accordance with their respective terms all orders, projects and contractual obligations that have been placed with or undertaken by the Company.

FINANCE AND GUARANTEES. 13.1 No 11.1 Full particulars of all long-term financial indebtedness of the Company and Bulkinvest and of all credit lines of the Company and Bulkinvest have been provided to the Buyer, details of which are as listed in Appendix 8. 11.2 Except for the agreements and arrangements listed on Appendix 8, no guarantee, mortgage, charge, pledge, lien, assignment or other security agreement or arrangement has been given by or entered into by the Company or Bulkinvest or any third party in respect of borrowings or other obligations of the Company or any other personBulkinvest. 13.2 The 11.3 Neither the Company does not have nor Bulkinvest has any outstanding loan capital, or has lent any money that has not been repaid, and there are no debts owing to . 11.4 Neither the Company other than debts that have arisen in the normal course of business. 13.3 The Company has notnor Bulkinvest has: 13.3.1 (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 13.3.2 (b) waived any right of set-off it may have against any third party. 13.4 All debts (less any provision for bad and doubtful debts) owing to the Company reflected 11.5 Except as set forth in the Accounts and all debts subsequently recorded in the books of the Company have either been realised prior to the date of this agreement or willAppendix 8, within three months after the date of this agreement, realise in cash their full amount as included in those Accounts or books and none of those debts nor any part of them has been outstanding for more than two months from its due date for payment. 13.5 Full particulars of all money borrowed by the Company (including full particulars of the terms on which such money has been borrowed) have been Disclosed. 13.6 No no indebtedness of the Company is or Bulkinvest has become immediately due and payable but remains unpaid and no security over any of the assets of the Company or Bulkinvest is now enforceable, whether by virtue of the stated maturity date of the indebtedness having been reached or otherwise. The Neither the Company nor Bulkinvest 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 CompanyCompany or Bulkinvest. 13.7 Having regard to the existing banking and other facilities available to it11.6 Except as set forth in Appendix 8, neither the Company nor Bulkinvest has sufficient working capital given or entered into any guarantee, mortgage, charge, pledge, lien, assignment or other security agreement or arrangement or is responsible for the purposes of: 13.7.1 continuing to carry on its business in its present form and at its present level of turnover indebtedness, or for the next 12 months; and 13.7.2 executingdefault in the performance of any obligation, carrying out and fulfilling in accordance with their respective terms all orders, projects and contractual obligations that have been placed with or undertaken by the Companyof any other person.

FINANCE AND GUARANTEES. 13.1 15.1 Other than trade credit in the ordinary course of business, full particulars of all money borrowed by the Company (including full particulars of the terms on which such money has been borrowed) have 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 or any other personCompany. 13.2 15.3 The total amount borrowed by the Company does not exceed any limitations on the borrowing powers contained: 15.3.1 in the memorandum and articles of association of the Company; or 15.3.2 in any debenture or other deed or document binding on the Company. 15.4 The Company does not have any outstanding loan capital, or 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. 13.3 15.5 The Company has not: 13.3.1 15.5.1 factored any of its debts or discounted any of its debts or engaged in financing of a type which would not need to be shown or reflected in the Accounts; or 13.3.2 15.5.2 knowingly waived any right of set-off it may have against any third party. 13.4 15.6 All debts (less any provision for bad and doubtful debts) owing to the Company reflected in the Accounts and all debts subsequently recorded in the books of the Company have either been realised prior to the date of this agreement been realised or so far as the Sellers is aware will, within three months after the date of this agreement, realise in cash their full amount as included in those Accounts or books and none of those debts nor any part of them has been outstanding for more than two months from its due date for payment. 13.5 Full particulars of all money borrowed by the Company (including full particulars of the terms on which such money has been borrowed) have been Disclosed. 13.6 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. 13.7 Having regard 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. 15.9 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. 15.10 Particulars of the existing banking balances of all the bank accounts of the Company, showing the position as at the day immediately preceding the date of this agreement, have been Disclosed and other facilities available to it, the Company has sufficient working capital for no other bank accounts. Since those particulars were given, there have been no payments out of those accounts other than routine payments in the purposes ofordinary course of business. 15.11 A Change of Control of the Company will not result in: 13.7.1 continuing 15.11.1 termination of or a material effect on any financial agreement or arrangement to carry on which the Company is a party or subject; or 15.11.2 any indebtedness of the Company becoming due, or capable of being declared due and payable, prior to its business in its present form and at its present level of turnover for the next 12 months; and 13.7.2 executing, carrying out and fulfilling in accordance with their respective terms all orders, projects and contractual obligations that have been placed with or undertaken by the Companystated maturity.

FINANCE AND GUARANTEES. 13.1 11.1 No guarantee, mortgage, charge, pledge, lien, assignment Group Company has any outstanding borrowing under any loan or other security agreement financing facility. 11.2 No guarantee or arrangement Encumbrance (save for any Encumbrance arising by operation of law) has been given by or entered into by the any Group Company or any third party in respect of borrowings the indebtedness or other obligations of the Company or any other personGroup Company. 13.2 11.3 The total indebtedness of each Group Company does not have exceed its facilities with its bankers or any limitations on the borrowing powers contained in the articles of association of that Group Company, or in any debenture or other deed or document binding on that Group Company. 11.4 No Group Company has 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 normal course of business. 13.3 The 11.5 No Group Company has not: 13.3.1 factored any of its debts or discounted any of its debts or engaged in financing of a type which would not need to be shown or reflected in the Accounts; or 13.3.2 Accounts or waived any right of set-off it may have against any third party. 13.4 All debts (less any provision for bad and doubtful debts) owing to the Company reflected in the Accounts and all debts subsequently recorded in the books of the Company have either been realised prior to the date of this agreement or will, within three months after the date of this agreement, realise in cash their full amount as included in those Accounts or books and none of those debts nor any part of them has been outstanding for more than two months from its due date for payment. 13.5 Full particulars of all money borrowed by the Company (including full particulars of the terms on which such money has been borrowed) have been Disclosed. 13.6 11.6 No indebtedness of the any Group Company is due and payable and no security over any of the assets of the any Group Company is now enforceable, whether by virtue of the stated maturity date of the indebtedness having been reached or otherwise. The . 11.7 No Group Company has given any guarantee which remains outstanding for the indebtedness, or for the default in the performance of any obligation, of any other person (other than another Group Company). 11.8 The Transaction will not result in any indebtedness of any Group Company becoming due, or capable of being declared due and payable, prior to its stated maturity. 11.9 No Group Company is responsible for the indebtedness, or for the default in the performance of any obligation, of any other person. 11.10 No Group Company has 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 Companygovernmental grants. 13.7 Having regard to the existing banking and other facilities available to it, the Company has sufficient working capital for the purposes of: 13.7.1 continuing to carry on its business in its present form and at its present level of turnover for the next 12 months; and 13.7.2 executing, carrying out and fulfilling in accordance with their respective terms all orders, projects and contractual obligations that have been placed with or undertaken by the Company.

FINANCE AND GUARANTEES. 13.1 15.1 Accurate particulars of all money borrowed by the Company (including accurate particulars of the terms on which such money has been borrowed) have 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 or any other personCompany. 13.2 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, or 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. 13.3 15.5 The Company has not: 13.3.1 (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 13.3.2 (b) waived any right of set-off it may have against any third party. 13.4 All debts (less any provision for bad and doubtful debts) owing to the Company reflected in the Accounts and all debts subsequently recorded in the books 15.6 None of the Company have either been realised prior to the date of this agreement or will, within three months after the date of this agreement, realise in cash their full amount as included in those Accounts or books and none of those book debts nor any part of them has been outstanding for more than two months from its due date for payment. 13.5 Full particulars of all money borrowed by the Company (including full particulars of the terms on which such money has been borrowed) have been Disclosed. 13.6 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. 13.7 Having regard 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. 15.9 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. 15.10 Particulars of the existing banking balances of all the bank accounts of the Company, showing the position as at the day immediately preceding the date of this Agreement, have been Disclosed and other facilities available to it, the Company has sufficient working capital for no other bank accounts. Since those particulars were given, there have been no payments out of those accounts other than routine payments in the purposes ofordinary course of business. 15.11 A Change of Control of the Company will not result in: 13.7.1 continuing (a) the termination of any financial agreement to carry on 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 business in its present form and at its present level of turnover for the next 12 months; and 13.7.2 executing, carrying out and fulfilling in accordance with their respective terms all orders, projects and contractual obligations that have been placed with or undertaken by the Companystated maturity.

FINANCE AND GUARANTEES. 13.1 16.1.1 Full and accurate particulars of all overdraft, loan and other financial facilities available to each Target Group Company and of the amounts outstanding under such facilities are set out in the Disclosure Letter and no Target Group Company has done anything whereby the continuance of any loan or bank facility might be affected or prejudiced. 16.1.2 No guarantee, mortgage, charge, pledge, lien, assignment or other security agreement or arrangement has been given by or entered into by the a Target Group Company or any third party in respect of borrowings or other obligations of the Company or any other persona Target Group Company. 13.2 16.1.3 The total amount borrowed by each Target Group Company does not have exceed any outstanding limitations on the borrowing powers contained: (a) in the memorandum and articles of association of the relevant Target Group Company; or (b) in any debenture or other deed or document binding on the relevant Target Group Company. 16.1.4 Full and accurate details of all bank accounts maintained or used by each Target Group Company including in each case the name and address of the relevant bank, the number and class of account and details of all direct debits, standing orders and other such authorities, are set out in the Disclosure Letter. 16.1.5 Other than as set out in the Disclosure Letter, no Target Group Company has: (a) any loan capital, capital outstanding; (b) incurred or agreed to incur any material borrowing or indebtedness which it has not repaid or satisfied; or (c) lent or agreed to lend any material amount of money that which has not been repaidrepaid to it. 16.1.6 No Target Group Company is a party to or has any material obligation under any loan agreement debenture, bond, note, stock acceptance or documentary credit facility, b▇▇▇ of exchange, promissory note, finance lease, debt or inventory financing, discounting or sale of receivables or factoring agreement or sale and there are no debts owing leaseback arrangement the purpose of which is to the Company raise money or provide finance or credit other than debts that have arisen trade credits not exceeding $50,000 each in the normal ordinary course of businessbusiness (“Borrowing Instrument”). 13.3 The Company 16.1.7 No event or circumstance has not: 13.3.1 factored occurred or may occur with the passing of time or the giving of notice, certificate, declaration of demand, which has or would become an event of default under or any breach of its debts or discounted any of its debts or engaged in financing of a type which would not need to be shown or reflected in the Accounts; or 13.3.2 waived any right of set-off it may have against any third party. 13.4 All debts (less any provision for bad and doubtful debts) owing to the Company reflected in the Accounts and all debts subsequently recorded in the books of the Company have either been realised prior to the date of this agreement or will, within three months after the date of this agreement, realise in cash their full amount as included in those Accounts or books and none of those debts nor any part of them has been outstanding for more than two months from its due date for payment. 13.5 Full particulars of all money borrowed by the Company (including full particulars of the terms on of any Borrowing Instrument or financial facility of a Target Group Company or which has entitled or would entitle any person to require the payment of or repayment pursuant to any such Borrowing Instrument or financial facility before its normal or originally stated maturity, or which is or shall be such as to terminate, cancel or render incapable of exercise any entitlement to draw money has been borrowed) have been Disclosedor otherwise exercise the rights of a Target Group Company under such Borrowing Instrument or financial facility. 13.6 16.1.8 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 Target Group Company has not received subsisting over the whole or part of its present or future revenues or assets 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 Encumbrance or adverse right of any security which it may hold over the assets of the Companydescription. 13.7 Having regard to the existing banking and other facilities available to it, the Company has sufficient working capital for the purposes of: 13.7.1 continuing to carry on its business in its present form and at its present level of turnover for the next 12 months; and 13.7.2 executing, carrying out and fulfilling in accordance with their respective terms all orders, projects and contractual obligations that have been placed with or undertaken by the Company.

FINANCE AND GUARANTEES. 13.1 11.1 At Completion, SCH has borrowed no money (internally or 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 Company or any other personSCH. 13.2 The Company does not have any 11.3 SCH has no outstanding loan capital, or 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. 13.3 The Company 11.4 SCH has not: 13.3.1 (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 13.3.2 (b) waived any right of set-off it may have against any third party. 13.4 11.5 All debts (less any provision for bad and doubtful debts) owing to the Company SCH reflected in the Accounts and all debts subsequently recorded in the books of the Company SCH have either been realised 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 books in cash and none of those debts nor any part of them has been outstanding for more than two months from its due date for payment. 13.5 Full particulars of all money borrowed by the Company (including full particulars of the terms on which such money has been borrowed) have been Disclosed. 13.6 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. 13.7 Having regard 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. 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. 11.9 Except as disclosed in Section 4.1 of Schedule 1 and in particular the Defence access deed to the existing banking and other facilities available to itPenrhyn EL 4525, the Company has sufficient working capital for the purposes ofa Change of Control of SCH will not result in: 13.7.1 continuing (a) termination of or material effect on any financial agreement, arrangement, licence or permit to carry on which SCH is a party or subject; or (b) any indebtedness of SCH becoming due, or capable of being declared due and payable, prior to its business in its present form and at its present level of turnover for the next 12 months; and 13.7.2 executing, carrying out and fulfilling in accordance with their respective terms all orders, projects and contractual obligations that have been placed with or undertaken by the Companystated maturity.

FINANCE AND GUARANTEES. 13.1 No guarantee11.1 The Data Room contains correct, mortgage, charge, pledge, lien, assignment or other security agreement or arrangement has been given by or entered into by complete and accurate copies of the Company or any third party agreements in respect of borrowings all current and outstanding Third Party Debt (excluding FX and hedging arrangements) of each Group Company as at the date of this Agreement. The Data Room contains at 16.24.8 and 8.1.23 a schedule of the Group’s Third Party Debt (including FX and hedging arrangements) between each Group Company that is correct, complete and accurate in all material respects. 11.2 No Group Company is a borrower under any bank facilities or other obligations of the Company or any other personthird party borrowing arrangement. 13.2 The 11.3 No Group Company does not have has given, entered into or been a party to any guarantee or Encumbrance which remains outstanding loan capitalin respect of, or has lent any money that has not been repaid, and there are no debts owing to is otherwise responsible for the Company other than debts that have arisen indebtedness or the default in the normal course performance of businessany obligation, of any person in connection with any Third Party Debt (including for this purpose any Third Party Debt in respect of any person that is not a Group Company with the reference to “Group” or “Group Company” in such definition to include any third party). 13.3 The 11.4 No Group Company has not: 13.3.1 factored any of its debts or discounted any of its debts or engaged in financing of a type which would not need to be shown or reflected in the Accounts; or 13.3.2 Accounts or waived any right of set-off it may have against any third party. 13.4 All debts (less any provision for bad and doubtful debts) owing to the Company reflected 11.5 Other than in the Accounts and all debts subsequently recorded in the books ordinary course of the Company have either been realised prior to the date business, no Third Party Debt of this agreement or will, within three months after the date of this agreement, realise in cash their full amount as included in those Accounts or books and none of those debts nor any part of them has been outstanding for more than two months from its due date for payment. 13.5 Full particulars of all money borrowed by the Company (including full particulars of the terms on which such money has been borrowed) have been Disclosed. 13.6 No indebtedness of the Group Company is due and payable and no security Encumbrance over any of the assets of the any Group Company is now enforceable, whether by virtue of the stated maturity date of the relevant indebtedness having been reached or otherwise. The No Group Company is in default or in an event of default (howsoever described) under any Third Party Debt. 11.6 No Group Company has not received any notice whose terms have not been fully complied with and/or carried out grants, subsidies, allowances, loan payments, guarantees or other financial assistance from any creditor requiring Authority. 11.7 No Group Company has any payment obligation to be made repay any funds awarded and/or intimating received from any Authority in connection with any COVID-19 related financial measures. 11.8 No person (other than the enforcement of Company or a Group Company) has given or granted any guarantee or security which it may hold over the assets in connection with any borrowing or hedging activities of the Company or any Group Company. 13.7 Having regard to the existing banking and 11.9 The Transaction will not result in: (a) termination of or a material adverse effect on any Third Party Debt or any other facilities available to it, the financial agreement or arrangement under which any Group Company has sufficient working capital for the purposes of: 13.7.1 continuing to carry on its business borrows money or engages in its present form and at its present level of turnover for the next 12 monthshedging or FX activity; and 13.7.2 executing, carrying out and fulfilling in accordance with their respective terms all orders, projects and contractual obligations that have been placed with or undertaken by the Company.or

FINANCE AND GUARANTEES. 13.1 No 23.1 Full particulars of all monies borrowed by the Target Companies (including full particulars of the terms on which such monies have been borrowed) have been Disclosed. 23.2 Save for the Permitted Encumbrances, no guarantee, mortgage, charge, pledge, lien, lien assignment or other security agreement or arrangement has been given by or entered into by any of the Company Target Companies or any third party in respect of borrowings or other obligations of the Company or any other personTarget Companies. 13.2 23.3 The Company total amount borrowed by the Target Companies does not have exceed any limitations on the borrowing powers contained: (i) in the constitutional documents of the Target Companies; or (ii) in any debenture or other deed or document binding on any of the Target Companies. 23.4 Save as Disclosed, none of the Target Companies has any outstanding loan capital, or has capital nor have they lent any money to any third party, that has not been repaid, repaid and there are no debts owing to the Company Target Companies other than debts that have arisen in the normal course of business. 13.3 The Company has not23.5 None of the Target Companies have: 13.3.1 (i) factored any of its debts or discounted any of its debts or engaged in financing activities of a type which would are not need required to be shown or reflected in the AccountsInitial Accounts in accordance with the Accepted Accounting Standards; or 13.3.2 (ii) waived any right of set-off it may have against any third party. 13.4 All debts (less 23.6 No Indebtedness of any provision for bad and doubtful debts) owing to the Company reflected in the Accounts and all debts subsequently recorded in the books of the Company have either been realised prior to the date of this agreement or will, within three months after the date of this agreement, realise in cash their full amount as included in those Accounts or books and none of those debts nor any part of them has been outstanding for more than two months from its due date for payment. 13.5 Full particulars of all money borrowed by the Company (including full particulars of the terms on which such money has been borrowed) have been Disclosed. 13.6 No indebtedness of the Company Target Companies is due and payable and no security over any of the assets of the Company Target Companies is now enforceable, whether by virtue of the stated maturity date of the indebtedness Indebtedness having been reached or otherwise. The Company None of the Target Companies 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 CompanyTarget Companies. 13.7 Having regard 23.7 Other than in relation to the existing banking Existing Loan Facility and the Related Party Loan, none of the Target Companies has given or entered into any guarantee, mortgage, charge, pledge, lien, assignment or other facilities available to it, the Company has sufficient working capital security agreement or arrangement or is responsible for the purposes ofIndebtedness, or for the default in the performance of any obligation, of any other person. 23.8 None of the Target Companies is subject to any arrangement for receipt or repayment of any grant, subsidy or financial assistance from any government department or other body. 23.9 Particulars of the balances on all the Bank Accounts showing the position as at the day immediately preceding the Execution Date have been Disclosed in Schedule 7. The Target Companies have no bank accounts other than those specified in Schedule 7. 23.10 Save as Disclosed, a change of control of any of the Target Companies will not result in: 13.7.1 continuing (i) the termination of, or have a material affect on, any financial agreement or arrangement to carry on which any of the Target Companies is a party; or (ii) any Indebtedness of any of the Target Companies becoming due, or capable of being declared due and payable, prior to its business in its present form and at its present level of turnover for the next 12 months; and 13.7.2 executing, carrying out and fulfilling in accordance with their respective terms all orders, projects and contractual obligations that have been placed with or undertaken by the Companystated maturity date.

FINANCE AND GUARANTEES. 13.1 14.1 Material particulars of all money borrowed by the Company (including full particulars of the terms on which such money has been borrowed) have 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 or any other personCompany. 13.2 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 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. 13.3 14.6 The Company has not: 13.3.1 (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 13.3.2 (b) waived any right of set-off it may have against any third party. 13.4 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 and all debts subsequently recorded in the books of the Company have either been realised 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 books and none of those debts nor any part of them has been outstanding for more than two months from its due date for payment. 13.5 Full particulars of all money borrowed by the Company (including full particulars of the terms on which such money has been borrowed) have been Disclosed. 13.6 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. 14.8 The Company has not received given or entered into any notice whose terms have 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. 14.9 The Company is not been fully complied with and/or carried out subject to any arrangement for receipt or repayment of any grant, subsidy or financial assistance from any creditor requiring any payment to be made and/or intimating government department or other body. 14.10 Particulars of the enforcement balances of any security which it may hold over all the assets bank accounts of the Company, showing the position as at the day immediately preceding the date of this Agreement, have been Disclosed and the Company has no other bank accounts. Since those particulars were given, there have been no payments out of those accounts other than routine payments in the ordinary course of business. 13.7 14.11 Having regard to the existing banking and other facilities available to it, the Company has sufficient working capital for the purposes of: 13.7.1 (a) continuing to carry on its business in its present form and at its present level of turnover for the next 12 months; and 13.7.2 (b) executing, carrying out and fulfilling in accordance with their respective terms all orders, projects and contractual obligations that 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 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. 13.1 14.1 The Disclosure Letter contains full particulars of: (a) all money borrowed by the Company; and (b) all loans, overdrafts or other financial facilities currently outstanding or available to the Company (“Financial Facilities”), including copies of all material documents relating to such Financial Facilities. 14.2 The total amount borrowed by the Company (whether pursuant to the Financial Facilities or otherwise) does not exceed any limitations on the borrowing powers of the Company contained in: (a) its articles of association; or (b) any debenture or other deed or document binding on the Company. 14.3 There are no circumstances or matters which could affect the continuance of any of the Financial Facilities, or which may result in an amendment of their terms. 14.4 No indebtedness of the Company is due and payable and no Encumbrance 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. 14.5 The Company has not received any notice (whose terms have not been fully complied with or carried out) from any creditor requiring any payment to be made in respect of any indebtedness (whether arising pursuant to the Financial Facilities or otherwise), or intimating the enforcement of any Encumbrance which it holds over the assets of the Company. 14.6 No Encumbrance, guarantee, mortgage, charge, pledge, lien, assignment indemnity or other similar 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 (whether arising pursuant to the Financial Facilities or otherwise), nor has any such person agreed to do so. 14.7 The Company has not 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. 13.2 14.8 The Company does has not: (a) factored or discounted any of its debts; or (b) engaged in financing of a type which would not need to be shown or reflected in the Accounts; or (c) waived any right of set-off it may have against any third party. 14.9 The Company has no outstanding loan capital, or 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. 13.3 14.10 The debts owing to the Company has not: 13.3.1 factored any of its debts or discounted any of its debts or engaged in financing of a type which would not need to be shown or as reflected in the Accounts; or 13.3.2 waived any right of set-off it may have against any third party. 13.4 All debts (less any provision for bad and doubtful debts) owing to the Company reflected in the Accounts , and all debts subsequently recorded in the books of the Company since the Accounts Date: (a) have either been realised prior to the date of this agreement or will, within three months after the date of this agreement, realise in cash their full amount as included in those Accounts or books and none of those debts nor any part of them has full; (b) have not been outstanding (in whole or in part) for more than two months from its due date for payment; and (c) are not subject to any right of set-off or counterclaim. 13.5 Full particulars 14.11 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. 14.12 Particulars of the balances of all money borrowed by the Company (including full particulars of the terms on which such money has been borrowed) have been Disclosed. 13.6 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 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 bank accounts of the Company. 13.7 Having regard to , showing the existing banking position as at the day immediately preceding the date of this agreement, have been Disclosed and other facilities available to it, the Company has sufficient working capital for no other bank account. Since the purposes of: 13.7.1 continuing to carry on its business in its present form and at its present level date of turnover for the next 12 months; and 13.7.2 executingthose particulars, carrying out and fulfilling in accordance with their respective terms all orders, projects and contractual obligations that there have been placed with or undertaken by no payments out of those bank accounts other than routine payments in the Companyordinary course of the Business.