Common use of FINANCE AND GUARANTEES Clause in Contracts

FINANCE AND GUARANTEES. 15.1 Particulars of all money borrowed by the Company, which is still owing to the Company, (including full particulars of the terms on which such money has been borrowed) and other indebtedness of a finance nature of the Company 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 outstanding on the date of this agreement. 15.3 The total amount borrowed by the Company does not exceed any limitations on the borrowing powers contained: 15.3.1 in the Articles of the Company; or 15.3.2 in any debenture or other deed or document binding on the Company. 15.4 The Company has no outstanding loan capital, or has not lent any money that has not been repaid, and there are no debts owing to the Company other than debts that have arisen in the normal course of business. 15.5 The Company has not: 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 15.5.2 waived any right of set-off it may have against any third party. 15.6 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. 15.7 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. 15.8 Particulars of the 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 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. 15.9 A Change of Control of the Company will not result in: 15.9.1 the termination of or material effect on any financial agreement or arrangement to which the Company is a party or subject; or 15.9.2 any indebtedness of the Company becoming due, or capable of being declared due and payable, prior to its stated maturity.

FINANCE AND GUARANTEES. 15.1 Particulars of all money borrowed by 10.1 Except under the CompanySenior Loan Documents or as set out in the Replies to Enquiries, which is still owing to the Company, (including full particulars of the terms on which such money has been borrowed) and other indebtedness of a finance nature of the Company have been Disclosed. 15.2 No no guarantee, mortgage, charge, pledge, lien, assignment or other security agreement or arrangement has been given by or entered into by the Company in respect of borrowings or other obligations of the Company or any other person or by any third party in respect of borrowings or other obligations of the Company outstanding on the date of this agreement. 15.3 The total amount borrowed by the Company does not exceed any limitations on the borrowing powers contained: 15.3.1 in the Articles of the Company; or 15.3.2 in any debenture or other deed or document binding on the Company. 15.4 10.2 The Company is not a party to and is not liable under a guarantee, indemnity or other agreement to secure or incur a financial or other obligation with respect to another person’s obligation. 10.3 The Company has no outstanding loan capital, or capital and has not lent any no money that has not been repaid, repaid and there are no debts owing to the Company other than debts that have arisen in the normal course of businessbusiness or under the Tenancy Documents. 15.5 10.4 The Company has not: 15.5.1 not factored any of its debts or discounted any of its debts or engaged in financing of a type which would not need to be shown or reflected in the Accounts; or 15.5.2 waived any right of set-off it may have against any third party. 15.6 10.5 Particulars of all money borrowed by the Company that remains outstanding for repayment (other than trade credit given to it in the ordinary course of its business), including particulars of the material terms on which such money has been borrowed, have been Disclosed. 10.6 No indebtedness of the Company is due and payable and no security over any of the assets of the Company is now enforceable, whether by virtue of the stated maturity date of the indebtedness having been reached or otherwise. The Company has not received any written notice that has not been withdrawn or whose terms have not been fully complied with and/or carried out from any creditor requiring any payment to be made and/or intimating threatening the enforcement of any security which it may hold over the assets of the Company. 15.7 The Company has not given or entered into any guarantee10.7 No corporate action, mortgage, charge, pledge, lien, assignment legal proceedings or other security agreement or arrangement or is responsible for procedure has been taken in relation to the indebtedness, or for the default in the performance enforcement of any obligationsecurity over any assets of the Company held by the Sellers or any member of the Sellers’ Group or, of so far as the Sellers are aware, any other person. 15.8 Particulars of the 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 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. 15.9 A Change of Control of the Company will not result in: 15.9.1 the termination of or material effect on any financial agreement or arrangement to which the Company is a party or subject; or 15.9.2 any indebtedness of the Company becoming due, or capable of being declared due and payable, prior to its stated maturity.

FINANCE AND GUARANTEES. 15.1 Particulars of all money borrowed by the Company, which is still owing to the Company, (including full particulars of the terms on which such money has been borrowed) The Company does not have any borrowings or outstanding loan capital and other indebtedness of a finance nature of the Company have been Disclosed. 15.2 No 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 outstanding on the date of this agreement. 15.3 The total amount borrowed by the Company does not exceed any limitations on the borrowing powers contained: 15.3.1 in the Articles of the Company; or 15.3.2 in any debenture or other deed or document binding on the Company. 15.4 15.2 The Company has no outstanding loan capital, or has not lent any money that has not been repaid, and there are no debts owing to the Company other than debts that have arisen in the normal course of business. 15.5 15.3 The Company has not: 15.5.1 (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 15.5.2 (b) waived any right of set-off it may have against any third party. 15.6 15.4 All debts (less any provision for bad and doubtful debts) owing to the Company reflected in the Accounts or the Management Accounts and all debts subsequently recorded in the books of the Company have either prior to the date of this agreement been realised or will, within three months after the date of this agreement, realise in cash their full amount as included in those Accounts or Management Accounts or books and none of those debts nor any part of them has been outstanding for more than one month from its due date for payment. 15.5 No indebtedness of the Company is due and payable and no security over any of the assets of the Company is now enforceable, whether by virtue of the stated maturity date of the indebtedness having been reached or otherwise. The Company has not received any notice whose terms have not been fully complied with and/or carried out from any creditor requiring any payment to be made and/or intimating the enforcement of any security which it may hold over the assets of the Company. 15.7 15.6 The Company has not given or entered into any guarantee, mortgage, charge, pledge, lien, assignment or other security agreement or arrangement or is responsible for the indebtedness, or for the default in the performance of any obligation, of any other person. 15.7 The Company is not subject to any arrangement for receipt or repayment of any grant, subsidy or financial assistance from any government department or other body. 15.8 Particulars of the balances of all the bank accounts of the Company, showing the position as at the day immediately preceding the date of this agreement, Company have been Disclosed and the Company has no other bank accounts. Since those particulars were givenThe bank statements and reconciliation statements which are to be produced on Completion will be accurate and since the date of such, there have been no payments out of those accounts other than routine payments in the ordinary course of business. 15.9 Having regard to the existing banking and other facilities available to it, the Company has sufficient working capital for the purposes of: (a) continuing to carry on its business in its present form and at its present level of turnover for the next 12 months; and (b) executing, carrying out and fulfilling in accordance with their respective terms all orders, projects and contractual obligations which have been placed with or undertaken by the Company. 15.10 A Change change of Control control of the Company will not result in: 15.9.1 (a) the termination of or material effect on any financial agreement or arrangement to which the Company Company, is a party or subject; or 15.9.2 (b) any indebtedness of the Company becoming due, or capable of being declared due and payable, prior to its stated maturity.