Common use of Liabilities and Commitments Clause in Contracts

Liabilities and Commitments. (a) The Company has not borrowed money, increased the amount of existing borrowings or drawn on any credit lines other than under existing credit facilities. (b) The Company has not granted or created any Encumbrance over the Shares or any of its assets or inventory. (c) The Company has not provided any guarantee or other security to any Third Party. (d) No Sellers’ Guarantees have been provided to any Third Party. (e) The Company does not have any material commitments or unusual Liabilities that are not disclosed in the Accounts. (f) The Company does not owe any money or have any outstanding liability to the Sellers. (g) No Sellers nor any Related Entity of any Sellers owes, or will owe at Completion, any money, or has any outstanding liability, to the Company. (h) The Company is not directly or indirectly obliged in any way to guarantee, assume or provide funds to satisfy any obligation of any person, and has not given a letter of comfort to any person. (i) No offer, tender or quotation given or made by the Company is capable of giving rise to a contract merely by any unilateral act of a Third Party. (j) The transfer of the Shares in accordance with this Agreement does not and will not constitute a breach of any obligation (including any statutory, contractual or fiduciary obligation), or default under any agreement or undertaking, by which the Company is or may become bound. (k) There are no outstanding commitments of the Company for capital expenditure. (l) The Company is not party to any agreement in terms of which it is, or will be, bound to share its profits or pay any royalties. (m) There are no debts owed to or accounts receivable of the Company at Completion.

Liabilities and Commitments. (a) The Company has not borrowed money, increased the amount of existing borrowings or drawn on any credit lines other than under existing credit facilities. (b) The Company has not granted or created any Encumbrance over the Shares or any of its assets or inventoryother than in the ordinary course of business. (c) The Company has not provided any guarantee or other security to any Third Party. (d) No Sellers’ Guarantees have been provided to any Third Party. (e) The Company does not have any material commitments or unusual Liabilities that are not disclosed in the Accounts. (fb) The Company does not owe any money or have any outstanding liability to the SellersSellers except the salary of the Key Employee pursuant to his employment agreement with the Company and the fees owed to ▇▇▇▇ ▇. ▇▇▇▇▇▇ in accordance with the consultancy agreement entered into between the Consultant and the Company. (gc) No Sellers Seller nor any Related Entity of any Sellers Seller owes, or will owe at Completion, any money, or has any outstanding liability, to the Company. (h) The Company is not directly or indirectly obliged in any way to guarantee, assume or provide funds to satisfy any obligation of any person, and has not given a letter of comfort to any person. (id) No offer, tender or quotation given or made by the Company is capable of giving rise to a contract merely by any unilateral act of a Third Party, other than in the ordinary course of the Business. (je) The Company is not party to any Material Contract under the terms of which any other party, by reason of any change in the beneficial ownership of the Shares or in the management or control of the Company, becomes entitled to: (i) terminate any Material Contract earlier than would otherwise be the case if the change did not occur; or (ii) require the adoption of terms less favourable to the Company than those subsisting in the absence of the change. (f) The transfer of the Shares in accordance with this Agreement does not and will not constitute a breach of any material obligation (including any statutory, contractual or fiduciary obligation), or default under any agreement or undertakingMaterial Contract, by which the Company is or may become bound. [***]/[---] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. (kg) There are no outstanding commitments of the Company for capital expenditureexpenditure other than replacements and normal purchases of fixed assets in the ordinary course of business. (lh) The Company is not party to any agreement Material Contract in terms of which it is, or will be, bound to share its profits or pay any royalties. (m) There are no debts owed to or accounts receivable of the Company at Completion.