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).
(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.
79
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 MATERIAL RESPECTS.
(B)
ALL NECESSARY INTRA GROUP LOANS,
TRANSFERS, SHARE EXCHANGES AND OTHER STEPS RESULTING IN THE FINAL GROUP
STRUCTURE SET OUT IN THE STRUCTURE MEMORANDUM HAVE BEEN OR WILL BE TAKEN IN
COMPLIANCE WITH ALL RELEVANT LAWS AND REGULATIONS AND ALL REQUIREMENTS OR
RELEVANT REGULATORY AUTHORITIES.
22.19
INSURANCE
As of the Closing Date, each member of the Group maintains insurance as
described in Clause 25.18 (Insurance).
22.20
ERISA
Neither any Obligor nor any ERISA Affiliate has