of its Subsidiaries nor, to the best of its knowledge and
belief, are there any circumstances likely to give rise to any such litigation,
arbitration or administrative proceedings or investigations which would be
likely to have a Material Adverse Effect.
22.13
ENVIRONMENTAL AND OTHER LAWS
(A)
EACH MEMBER OF THE GROUP IS IN
COMPLIANCE WITH CLAUSE 25.3 (ENVIRONMENTAL COMPLIANCE) AND, TO THE BEST OF ITS
KNOWLEDGE AND BELIEF, NO CIRCUMSTANCES HAVE OCCURRED WHICH WOULD PREVENT THAT
PERFORMANCE OR OBSERVATION.
(B)
NO ENVIRONMENTAL CLAIM HAS BEEN
COMMENCED OR (TO THE BEST OF ITS KNOWLEDGE AND BELIEF) IS THREATENED AGAINST ANY
MEMBER OF THE GROUP WHERE THAT CLAIM IS LIKELY, IF DETERMINED AGAINST THAT
MEMBER OF THE GROUP, TO HAVE A MATERIAL ADVERSE EFFECT.
(C)
NO MEMBER OF THE GROUP IS IN BREACH OF
ANY OTHER LAW OR REGULATION IN A MANNER OR TO AN EXTENT WHICH IS LIKELY TO HAVE
A MATERIAL ADVERSE EFFECT.
22.14
TAXATION
(A)
IT IS NOT (AND NONE OF ITS SUBSIDIARIES
IS):
(I)
MATERIALLY OVERDUE IN THE FILING OF ANY TAX RETURNS
WHERE SUCH FAILURE WOULD BE LIKELY TO HAVE A MATERIAL ADVERSE EFFECT; OR
(II)
OVERDUE IN THE PAYMENT OF ANY MATERIAL AMOUNT IN
RESPECT OF TAX SAVE TO THE EXTENT THAT (I) PAYMENT IS BEING CONTESTED IN GOOD
FAITH, OR (II) IT HAS MAINTAINED ADEQUATE RESERVES FOR THOSE TAXES AND (III)
EITHER PAYMENT CAN BE LAWFULLY WITHHELD OR NON PAYMENT WOULD NOT HAVE A MATERIAL
ADVERSE EFFECT.
(B)
NO CLAIMS ARE BEING OR (BASED ON FACTS
AT THE TIME OF SIGNING THIS AGREEMENT) ARE LIKELY TO BE ASSERTED AGAINST IT (OR
ANY OF ITS SUBSIDIARIES) WITH RESPECT TO TAXES EXCEPT FOR ASSESSMENTS IN
RELATION TO THE ORDINARY COURSE OF ITS BUSINESS OR CLAIMS BEING CONTESTED IN
GOOD FAITH AND IN RESPECT OF WHICH ADEQUATE PROVISION HAS BEEN MADE IN ITS
ACCOUNTS AND PAYMENT CAN BE LAWFULLY WITHHELD OR NON PAYMENT WOULD NOT BE LIKELY
TO HAVE A MATERIAL ADVERSE EFFECT.
22.15
SECURITY AND FINANCIAL INDEBTEDNESS
(A)
NO SECURITY EXISTS OVER ALL OR ANY OF
THE PRESENT OR FUTURE ASSETS OF ANY MEMBER OF THE GROUP OTHER THAN ANY SECURITY
PERMITTED UNDER CLAUSE 25.11 (NEGATIVE PLEDGE).
81
(B)
NO MEMBER OF THE GROUP HAS ANY ACTUAL OR
CONTINGENT FINANCIAL INDEBTEDNESS OUTSTANDING OTHER THAN AS PERMITTED BY THIS
AGREEMENT.
22.16
GOOD TITLE ASSETS
It and each of it Subsidiaries has a good title to, or valid leases or licences
of, and all appropriate Authorisations to use, the assets necessary to carry on
its business as presently conducted save where failure to do so would likely
have a Material Adverse Effect.
22.17
INTELLECTUAL PROPERTY
It is not aware of any adverse circumstances relating to the validity,
subsistence or use of any of its or its Subsidiaries' Material Intellectual
Property which would likely have a Material Adverse Effect.
22.18
GROUP STRUCTURE
(A)
THE STRUCTURE MEMORANDUM (CONTAINING
THE GROUP STRUCTURE CHART) TO BE DELIVERED TO THE FACILITY AGENT SHALL BE, WHEN
SO DELIVERED, TRUE, COMPLETE AND ACCURATE IN ALL