Common use of THE SUBSIDIARY UNDERTAKINGS Clause in Contracts

THE SUBSIDIARY UNDERTAKINGS. D.1 The Company does not have any subsidiary undertakings other than the Subsidiary Undertakings. Each of the Subsidiary Undertakings is a wholly-owned subsidiary of the Company and each of the shares of each Subsidiary Undertaking is beneficially and legally owned by a Group Member and has been properly allotted and issued and is fully paid or credited as fully paid. D.2 Save in respect of Encumbrances to be released on Closing in accordance with the terms of the Deeds of Release, there is no Encumbrance on, over or affecting any of the shares in the capital of any of the Subsidiary Undertakings and there is no agreement or commitment entered into to give or create such Encumbrance and no person has claimed to be entitled to such Encumbrance. D.3 Neither the Company nor any Subsidiary Undertaking owns any shares or stock in the capital of, nor does it have any beneficial or other interest in, any company or business organisation other than another Subsidiary Undertaking, nor does the Company or any Subsidiary Undertaking control or take part in the management of any other company or business organisation nor has the Company or any Subsidiary Undertaking entered into an agreement or commitment to do any of the foregoing. D.4 There are no outstanding subscription rights, options warrants, “put” or “call” rights, exchangeable or convertible securities or other contracts, rights or securities of any character relating to any shares, stock or securities or any Group member, or otherwise obligating any Group Member to issue, allot, transfer, sell, purchase, redeem or otherwise acquire or sell any such securities or rights. No employee or service provider of any Group Member holds, or has any right to acquire, any equity interest in any Group Member.

THE SUBSIDIARY UNDERTAKINGS. D.1 The Company does not have any subsidiary undertakings other than the Subsidiary Undertakings. Each of the Subsidiary Undertakings is a wholly-owned subsidiary of the Company and each of the shares of each Subsidiary Undertaking is beneficially and legally owned by a Group Member and has been properly allotted and issued and is fully paid or credited as fully paid. D.2 Save in respect of Encumbrances to be released on Closing in accordance with the terms of the Deeds of Release, there is no Encumbrance on, over or affecting any of the shares in the capital of any of the Subsidiary Undertakings and there is no agreement or commitment entered into to give or create such Encumbrance and no person has claimed to be entitled to such Encumbrance. D.3 Neither the Company nor any Subsidiary Undertaking owns any shares or stock in the capital of, nor does it have any beneficial or other interest in, any company or business organisation other than another Subsidiary Undertaking, nor does the Company or any Subsidiary Undertaking control or take part in the management of any other company or business organisation nor has the Company or any Subsidiary Undertaking entered into an agreement or commitment to do any of the foregoing. D.4 There are no outstanding subscription rights, options warrants, “put” or “call” rights, exchangeable or convertible securities or other contracts, rights or securities of any character relating to any shares, stock or securities or any Group member, or otherwise obligating any Group Member to issue, allot, transfer, sell, purchase, redeem or otherwise acquire or sell any such securities or rights. No employee or service provider of any Group Member holds, or has any right to acquire, any equity interest in any Group Member. SCHEDULE 5 BUYER’S WARRANTIES 1. The Buyer is a company duly incorporated and organised and validly existing under the laws of England and Wales. 2. Save as referred to in the Condition to Closing in Clause 3 of this Agreement, each of the Buyer and the Guarantor has the requisite power and authority required, and has taken all actions necessary to execute, deliver and exercise its rights, and perform its obligations, under the Transaction Documents to which it is a party. 3. The entry into, delivery and performance by the Buyer or relevant member of the Buyer’s Group of its obligations under the Transaction Documents and the implementation of the transaction contemplated by the Transaction Documents do not and will not: