Accounts and events since the Accounts Date Sample Clauses

Accounts and events since the Accounts Date. 4.1 The Accounts (and the notes thereto based upon the assumptions and qualifications on which such Accounts were prepared) of the Target Group fairly and reasonably reflect the financial position of the Target Group as of the dates indicated and the results of operations, cash flows and changes in shareholders’ equity of the Target Group for the periods specified, and the accounting policies of the Target Group applied on a consistent basis throughout the periods involved. 4.2 Since the Accounts Date: (a) there has been no material adverse change in the financial or trading position of any Target Group Company, and no event, fact or matter has occurred or is likely to occur which will or is likely to give rise to any such change; (b) the business of each of the Target Group Companies has been carried on in the ordinary course and in the same manner (including nature and scale) as immediately before the Accounts Date and no Target Group Company has entered into any transaction or incurred any material liabilities except in the ordinary course of its day-to-day business on normal commercial terms and on an arm's length basis for full value; and (c) no Target Group Company has declared, made or paid any dividend and no management charge nor other fee has been paid by any Target Group Company to any member of the Seller’s Group except in the ordinary course of its day-to-day business. 4.3 The Accounts (or the underlying management accounts of each of the Target Group Company based on which the Accounts are prepared, as the case may be): (a) comply with the requirements of all applicable legislations; (b) comply with all current statements of standard accounting practice and financial reporting standards and generally accepted accounting principles in the relevant jurisdictions in all material respects and have been prepared in accordance with the historical cost convention, on a recognised and consistent basis and in accordance with the same measurement bases, accounting policies and estimation techniques as the corresponding accounts for the preceding financial period; (c) fairly reflect the financial positions and the assets and liabilities of each Target Group Company as at the Accounts Date and the other dates as indicated and have not been affected by any unusual, extraordinary, exceptional or non-recurring items other than those identified as such; and (d) are complete and accurate in all material aspects. 4.4 The accounting records of each Target Group...

Accounts and events since the Accounts Date. 1.1.1 All Taxation which could be material to the Group in respect of: (A) income, profits or gains (as computed for Taxation purposes) of each Group Company arising or accruing or deemed for Taxation purposes to arise or accrue on or before the Accounts Date; and (B) any transactions of a Group Company effected, or deemed for Taxation purposes to be effected, on or before the Accounts Date, which any Group Company is accountable, whether or not any Group Company has (or may have) any right of reimbursement against any other person, has either been paid within the applicable time limits or adequately provided for in the Accounts in accordance with the generally accepted accounting principles applicable to such Accounts. 1.1.2 Since the Accounts Date: (A) no Group Company has been involved in any transaction outside the ordinary course of its business which has given or may give rise to a liability to Taxation on a Group Company (or which would have given or might give rise to such a liability but for the availability of any Tax Relief); and (B) no accounting period has ended.