Common use of Accounts and Assets and Liabilities Clause in Contracts

Accounts and Assets and Liabilities. (a) The Accounts: (i) comply with the requirements of all applicable legislation; (ii) were prepared on the same basis and in accordance with the same accounting policies consistently applied as the audited accounts of the Company prepared in the three preceding years and in accordance with accounting principles generally accepted in the relevant country of incorporation at the time they were prepared; (iii) are complete and accurate in all respects and in particular make full provision for all established liabilities or make proper provision for (or contain a note in accordance with good accounting practice respecting) all deferred or contingent liabilities (whether liquidated or unliquidated) at the date thereof including deferred tax where appropriate; (iv) give a true and fair view of the state of affairs and financial position of the relevant Company at the Accounts Date thereof and of the relevant Company’s results for the financial period ended on such date; and (v) are not adversely affected by any unusual or non-recurring items which are not disclosed as such in the Accounts. (b) Without limitation to Clause 5(a), full provision has been made in the Accounts: (i) for depreciation of assets; (ii) for any foreseeable liabilities in relation to the disposal of any assets or the cessation or diminution of any part of the business of the relevant Company; (iii) for bad or doubtful debts and all debts which were, as at the Accounts Date, more than six months overdue; (iv) for long service payments; (v) for all tax exposures (including contingent exposures); (vi) for any exposures (including contingent exposures) relating to supplier discount arrangements; (vii) in respect of all litigation; (viii) in respect of all claims and returns; (ix) for all management fees; (x) for bonuses payable; and (xi) in respect of all customer rebates. (c) The Company has no outstanding liability for tax of any kind which has not been provided for or is not provided for in the Accounts. (d) The Company has no capital commitment and is not engaged in any scheme or project requiring the expenditure of capital. (e) The Company owns and will own free from Encumbrance all its undertaking and assets shown or comprised in the relevant Accounts and all such assets are in its possession or under its (f) The assets owned by the Company and such other assets that the Company has the right to use together comprise all the assets necessary for the continuation of the business as now carried on by the Company and no asset acquired by the Company is surplus to requirements. (g) The Company holds no security (including any guarantee or indemnity) which is not valid and enforceable by the Company against the grantor thereof in accordance with its terms. (h) The Company does not have any liability (actual or potential) in respect of any sale, disposal or cessation of any company or business, nor are there outstanding any obligations or restrictions on the part of or which otherwise may continue to bind the Company in respect of any such sale, disposal or cessation of a company or business. (i) The Company does not have any liability (actual or potential) which is not or will not be shown or otherwise specifically provided for in the Accounts. (j) All of the debts which are reflected in the Accounts as owing to the Company (apart from bad and doubtful debts to the extent to which they have been provided for in the Accounts) or which have subsequently been recorded in the books of the Company have realised or will realise in the normal course of collection and within three months of Completion their full value as included in the Accounts or in the books of the Company, and no such debt nor any part of it has been outstanding for more than three (3) months from its due date for payment.

Accounts and Assets and Liabilities. (a) The Accounts: (i) comply with the requirements of all applicable legislation; (ii) were prepared on the same basis and in accordance with the same accounting policies consistently applied as the audited accounts of the Company prepared in the three preceding years and in accordance with accounting principles generally accepted in the relevant country of incorporation HKFRS at the time they were preparedprepared and consistently applied; (iii) are complete and accurate in all material respects and in particular make full adequate provision for impairment of accounts receivables and other receivables and provision for all established liabilities or make proper provision for (or contain a note in accordance with good accounting practice respecting) all deferred or contingent liabilities (whether liquidated or unliquidated) at the date thereof including deferred tax Taxation where appropriate; (iv) give a true and fair view of the state of affairs and financial position of the relevant Company at the Accounts Date date thereof and of the relevant Company’s results for the financial period ended on such date; and (v) are not adversely materially affected by any unusual or non-recurring items which are not disclosed as such in the Accounts. (b) Without limitation to Clause 5(aparagraph 4(a), full adequate provision has been made in the AccountsAccounts to the extent as required by the applicable accounting principles: (i) for depreciation of assetsassets according to their useful life; (ii) for any foreseeable liabilities in relation to the disposal of any assets or the cessation or diminution of any part of the business of the relevant Company; (iii) for bad or doubtful debts and all debts which were, as at the Accounts Date, more than six months overduelong service payments; (iv) for long service payments; (v) for all tax Tax exposures (including contingent exposures); (viv) for any exposures (including contingent exposures) relating to supplier discount arrangements; (viivi) in respect of all litigation; (viiivii) in respect of all claims and returns; (ixviii) for all management fees; (xix) for bonuses payable; and (xix) save as Disclosed, in respect of all customer rebates. (c) The So far as the Vendors are aware, no Company has no any outstanding liability for tax Taxation of any kind which has not been provided for or is not provided for in the Accounts. (d) The Apart from any capital commitment or expenditure of capital which may be required for: (i) the Excluded Assets Arrangement; (ii) the 21/F Incident; and (iii) such matters as referred to or contemplated in Clauses 7.5 and 7.13, no Company has no any capital commitment and or is not engaged in any scheme or project requiring the expenditure of capitalcapital which exceeds HK$100,000 (in each case) and HK$500,000 (in aggregate). (e) The Subject to the Security Documents (which shall be released and discharged with effect from the Completion Date in accordance with the terms and conditions of the Releases delivered in accordance with paragraph 1(m) of Schedule 4) and the Hotel Management Agreement (which shall be terminated with effect no later than upon Completion in accordance with Clause 8.5(a)(ii)), and other than the Tenancies, the Excluded Assets Arrangement and save as Disclosed, each Company owns and will own free from Encumbrance all its undertaking and assets shown or comprised in the relevant Accounts and all such assets are in its possession or under itsits control. (f) The assets owned by the Company and such other assets that the Company has the right to use together comprise all the assets necessary for the continuation of the business as now carried on by the Company and no asset acquired by the Company is surplus to requirements. (g) The No Company holds no any security (including any guarantee or indemnity) which is not valid and enforceable by the relevant Company against the grantor thereof in accordance with its terms. (hg) The Apart from the Excluded Assets Arrangement and the Other Pre-Completion Arrangements and save as Disclosed, no Company does not have has any liability (actual or potential) in respect of any sale, disposal or cessation of any company or businessbusiness owned or operated (as the case may be) by it, nor are there outstanding any obligations or restrictions on the part of or which otherwise may continue to bind the relevant Company in respect of any such sale, disposal or cessation of a company or business. (ih) The No Company does not have has any liability (actual or potential) which is not or will not be shown or otherwise specifically provided for in the Completion Accounts. (ji) All The Bank Accounts comprise all bank accounts currently maintained by the Companies, save for the Bank Account of Flying Dragon at the debts HSBC (Account No: #004-600-349187-001) which are reflected in may be closed by the Accounts as owing Companies prior to the Company (apart from bad and doubtful debts to the extent to which they have been provided for in the Accounts) or which have subsequently been recorded in the books of the Company have realised or will realise in the normal course of collection and within three months of Completion their full value as included in the Accounts or in the books of the Company, and no such debt nor any part of it has been outstanding for more than three (3) months from its due date for paymentCompletion.

Accounts and Assets and Liabilities. (a) The Accounts: (i) comply with the requirements of all applicable legislation; (ii) were prepared on the same basis and in accordance with the same accounting policies consistently applied as the audited accounts of the Company prepared in the three preceding years and in accordance with accounting principles generally accepted in the relevant country of incorporation at the time they were prepared; (iiiii) are complete and accurate in all respects and in particular make full provision for all established liabilities or make proper provision for (or contain a note in accordance with good accounting practice respecting) all deferred or contingent liabilities (whether liquidated or unliquidated) at the date thereof including deferred tax Taxation where appropriate; (iviii) give a true and fair view of the state of affairs and financial position of the relevant Company at the Accounts Date thereof and of the relevant Company’s results for the financial period ended on such date; and (v) are not adversely affected by any unusual or non-recurring items which are not disclosed as such in the Accounts. (b) Without limitation to Clause 5(aparagraph 4(a), to the best knowledge of the Sellers full provision has been made in the Accounts: (i) for depreciation of assets; (ii) for any foreseeable liabilities in relation to the disposal of any assets or the cessation or diminution of any part of the business of the relevant Company; (iii) for bad or doubtful debts and all debts which were, as at the Accounts Date, more than six months overdue; (iv) for long service paymentsall tax exposures (if any); (v) for all tax exposures (including contingent exposures); (vi) for any exposures (including contingent exposures) relating to supplier discount arrangements; (vii) in respect of all litigation;; and (viii) in respect of all claims and returns; (ixvi) for all management fees; (x) for bonuses payable; and (xi) in respect of all customer rebates. (c) The Company has no outstanding liability for tax Taxation of any kind which has not been provided for or is not provided for in the Accounts. (d) The Company has no capital commitment and is not engaged in any scheme or project requiring the expenditure of capital. (e) The Company owns and will own free from Encumbrance all its undertaking and assets (save the Property) shown or comprised in the relevant Accounts and all such assets are in its possession or under itsits control. (f) The assets owned by the Company and such other assets that the Company has the right to use together comprise all the assets necessary for the continuation of the business as now carried on by the Company and no asset acquired by the Company is surplus to requirements. (g) The Company holds no security (including any guarantee or indemnity) which is not valid and enforceable by the Company against the grantor thereof in accordance with its terms. (h) The Company does not have any liability (actual or potential) in respect of any sale, disposal or cessation of any company or business, nor are there outstanding any obligations or restrictions on the part of or which otherwise may continue to bind the Company in respect of any such sale, disposal or cessation of a company or business. (i) The Company does not have any liability (actual or potential) which is not or will not be shown or otherwise specifically provided for in the Accounts or the Completion Accounts. . (jg) All of the debts which are reflected The Company will not on Completion have any obligations or liabilities other than those disclosed in the Accounts as owing to the Company (apart from bad and doubtful debts to the extent to which they have been provided for in the Completion Accounts) or which have subsequently been recorded in the books of the Company have realised or will realise in the normal course of collection and within three months of Completion their full value as included in the Accounts or in the books of the Company, and no such debt nor any part of it has been outstanding for more than three (3) months from its due date for payment.