Accounts and Management Accounts. 5.1 The Accounts:
(i) have been prepared in accordance with generally accepted accounting principles, standards and practice adopted in Hong Kong;
(ii) are true, complete and accurate in all material respects and in particular have made full provision for all material liabilities or make proper provision for (or contain a note in accordance with good accounting practice adopted in Hong Kong respecting) all material deferred or contingent liabilities (whether liquidated or unliquidated) at the date thereof and have made adequate provision for bad and doubtful debts and for depreciation of the Company’s fixed assets having regard to their original cost and estimated life;
(iii) give a true and fair view of the state of affairs and the financial position of the Company as at the Accounts Date and of the results of the Company for the financial period ended on that date;
(iv) are not adversely affected by any unusual items which are not disclosed in the Accounts; and
(v) any slow moving, old, obsolescent or excessive stock has been written down appropriately in the Accounts, any irrevocable work in progress has been wholly written off and the value attributed in the Accounts to the remaining stock did not exceed the lower of cost and net realisable value at the Accounts Date and no part of such value is attributable to stock which is unusable or unsaleable in the normal course of the Company’s business.
5.2 The Company has no liability for Taxation of any kind, which has not been provided for in the Accounts.
5.3 Due provision has been made in the Accounts for any capital commitment undertaken or authorised at the Accounts Date as may be appropriate and for any bad or doubtful debt due and payable to the Company in its own right.
5.4 The Company is a not member of any partnership or unincorporated company or association.
5.5 Since the Accounts Date up to and inclusive of Completion Date:
(i) there has been no material adverse change in the financial position or business or prospects of the Company and the Company has entered into transactions and incurred liabilities only in the ordinary course of business;
(ii) The Company has not declared, paid or made nor is proposing to declare, pay or make any dividend or other distribution;
(iii) the business of the Company has been carried on in the ordinary and usual course and in the same manner (including nature and scope) as in the past, no fixed asset or stock has been written up nor any debt written off and no unu...
Accounts and Management Accounts. 4.1 The Accounts:
(A) with respect to Vodafone, were prepared in accordance with IFRS as adopted by the European Union and comply with the financial reporting requirements included in Part 9, Book 2 of the Dutch Civil Code at the time they were audited; and
(B) with respect to Liberty Global, were prepared in accordance with US GAAP; and
(C) with respect to the Vodafone Target Group show a true and fair view of, and with respect to the Liberty Global Target Group present fairly in all material respects, the financial position of members of the Target Group to which the relevant accounts relate at the Accounts Date and of the profits or losses and cash flow of members of the Target Group to which they relate for the accounting period ended on that date.
4.2 No member of the Target Group has failed to fulfil its obligations to timely publish its annual accounts for, with respect to the Liberty Global Target Group, the financial years 2012, 2013 and 2014 or, with respect to the Vodafone Target Group, the financial years 2013, 2014, and 2015.
4.3 The Management Accounts of each Target Group were properly prepared using accounting policies consistent with those adopted in the preparation of the Accounts of the relevant Target Group and are not misleading in any material respect (where “material” means any facts, matters, circumstances, issues or events which have or the absence of which would have an aggregate cost, benefit or value to the relevant Target Group of not less than €5,000,000 (in the case of Vodafone) or €10,000,000 in the case of Liberty Global).
4.4 The Data Room contains details of all material guarantees provided to any third party by each of the Liberty Global Reorganisation Companies and ZUM B.V. with respect to the obligations of any person other than members of the Liberty Global Target Group.
4.5 ZUMB B.V. does not have and is not subject to in any way, and whether, in each case, contingent or otherwise, any liabilities in excess of €100,000 (including in relation to Tax).
Accounts and Management Accounts. The Accounts have been prepared in accordance with applicable law and on a basis consistent with that adopted in the preparation of the audited accounts of the Company for the previous financial year of the Company and in accordance with all Financial Reporting Standards and Statements of Standard Accounting Practice in force at the date hereof as made or adopted by the Accounting Standards Board and all generally accepted accounting principles and practices in the United Kingdom and give a true and fair view of the assets and liabilities and state of affairs of the Group as at 30 November 2002 and its profits and losses for the relevant period ended on the 30 November 2002.
Accounts and Management Accounts. 4.1 The Accounts:
(A) with respect to the Telefonica Target Group,: (i) give a true and fair view of the state of the Telefonica Target Group’s affairs as at the Accounts Date and of the Telefonica Target Group’s profit and the Telefonica Target Group’s cash flows for the accounting period ended on the Accounts Date (subject to any notes or additional disclosures which the Telefonica Target Company’s auditors may require for inclusion in such accounts prior to completion of the audit thereof); (ii) were prepared in accordance with IFRS as applicable for the accounting period ended on the Accounts Date applied on a consistent basis; (iii) were prepared in good faith with reasonable care; (iv) are not misleading in any material respect; and (v) provide a reasonable basis on which to assess the performance, the state of affairs, and the cash flows of the Telefonica Target Group for the accounting period ended on the Accounts Date; and
(B) with respect to the Liberty Global Target Group, present fairly, in all material respects, the financial position of Virgin Media Inc. and its subsidiaries as at the Accounts Date and the consolidated results from operations and their cash flows for the accounting period ended on the Accounts Date in conformity with US GAAP as applicable for the accounting period ended on the Accounts Date applied on a consistent basis.
4.2 No member of the Target Group has failed to fulfil its obligations to timely publish its annual accounts for the financial year to the Accounts Date or for the prior two financial years.
4.3 The Management Accounts relating to Liberty Global’s Target Group were prepared (A) on the same basis as each other and in accordance with the same accounting principles and practices consistently applied, and (B) in good faith with reasonable care taking into account the purpose for which they were prepared.
4.4 The Management Accounts relating to Telefonica’s Target Group were prepared (A) on the same basis as each other and in accordance with the same accounting principles and practices consistently applied, and (B) in good faith with reasonable care taking into account the purpose for which they were prepared.
Accounts and Management Accounts. 18.1 The Accounts have been prepared in accordance with accounting standards, policies, principles and practices generally accepted in the UK and in accordance with the applicable law and give a true and fair view of the state of affairs of the Company as at the Accounts Date and of the profit or loss of the Company, for the financial year ended on that date.
Accounts and Management Accounts. Position since Last Accounting Date......................................3 5 Taxes....................................................................4 6 Real estate..............................................................4 7 Assets...................................................................5 8 Intellectual property rights.............................................
Accounts and Management Accounts. 3.1 The Accounts (i) comply with all applicable statutory and legal requirements in force at the time of their preparation and adoption, (ii) have been prepared in accordance with generally accepted accounting principles in The Netherlands, which accounting principles have been applied on a basis consistent with previous years, and (iii) provide such a view as enables the forming of a sound judgement on the assets and liabilities and results of the Company and, insofar as the nature of the Accounts permits, of their solvency and liquidity.
3.2 The Accounts truly and fairly (GETROUW), clearly (DUIDELIJK) and systematically (STELSELMATIG) reflect (i) the net assets (VERMOGEN) and composition of the assets and the liabilities of the Company as of the Last Accounting Date and (ii) the results for the financial year ended on the Last Accounting Date.
3.3 The Management Accounts and the Projected Balance Sheet attached hereto as ANNEX 10 have been prepared in accordance with the same accounting principles as those that have been applied by the Companies to the management accounts in previous years. The Management Accounts and the Projected Balance Sheet are not affected by unusual or non-recurring items. The Management Accounts - INTER ALIA - reflect the dividend payment in the amount of NLG 8,185,000 (eight million one hundred and eighty five thousand Dutch Guilders), which was made on 1 June 2001 and the sale and transfer of the houses as referred to in Clause 6.1 hereof.
3.4 As per the Last Accounting Date and the Effective Date, respectively, there are, to the best of Warrantor's knowledge, in respect of the Companies no liabilities other than those included or provided for in full in the Accounts and the Effective Date Balance Sheet, respectively, or in the explanatory notes thereto.
Accounts and Management Accounts. 17.1 The Accounts:
(a) show a true and fair view of the state of affairs of each of the Target Companies as at the Accounts Date, and of the profit or loss of each of the Target Companies for the accounting period ended on the Accounts Date;
(b) have been properly prepared in accordance with generally accepted accounting principles applied in Hong Kong; and
(c) (save as disclosed in the Accounts) are not affected by any extraordinary items.
Accounts and Management Accounts. 4.1 The Accounts:
(A) were prepared in accordance with accounting practices generally accepted in the United Kingdom at the time they were audited; and
(B) show a true and fair view of the assets and liabilities of the Company at the Accounts Date and of the profits or losses of the Company for the accounting period ended on that date.
4.2 Having regard to the purpose for which they were prepared, the Management Accounts were prepared with reasonable skill and care and show a materially accurate view of the state of affairs of the Group at each date to which they relate and of the profits or losses of the Company for each accounting period to which they relate.
4.3 The Management Accounts are not affected by any extraordinary, exceptional or non-recurring items.
4.4 The accounting records of the Group are up to date and contain details of the business activities of the Group and of all matters required by the Acts to be entered in them. No material change in the methods or bases of valuation or accountancy treatment has been made for at least three years prior to the Last Accounting Date or since.
4.5 All debts due to the Group as at Completion will be paid in full within 180 days of Completion.
Accounts and Management Accounts. See attached. SCHEDULE 3.7
