Common use of Accounts and Working Capital Clause in Contracts

Accounts and Working Capital. 5.1 The Accounts have (except as therein disclosed) been prepared in accordance with and comply with all International Financial Reporting Standards, consistently applied, and within the terms of such statements and standards, principles and practice, give a true and fair view of the financial position of the Group at the Accounts Date. 5.2 Since the Accounts Date and save as disclosed in the Previous Announcements or in the Announcement: 5.2.1 the members of the Group have carried on their respective businesses in the ordinary and usual course; 5.2.2 there has been no material adverse change in the financial position of any member of the Group and no material depletion in the net assets of any member of the Group, which constitutes a material adverse change in the financial position or net assets of the Group taken as a whole; 5.2.3 no member of the Group has acquired or disposed of or agreed to acquire or dispose of any material business or any material asset or assumed or acquired any material liabilities (including contingent liabilities) other than in the ordinary course of business; 5.2.4 no member of the Group has entered into any contracts or commitments of a long term or unusual nature which in the context of the Placing are in any such case material for disclosure; 5.2.5 no dividend or other distribution (as defined in within the meaning of section 1000 or sections 1022-1027 of Corporation Tax Act 2010) has been, or is treated as having been, declared, paid or made by any member of the Group; 5.2.6 no member of the Group has entered into or assumed or incurred any contract, commitment, borrowing, indebtedness in the nature of borrowing, guarantee, liability (including contingent liability) or other obligation of an unusual or (other than those entered into or assumed or incurred in the ordinary course of business) long term nature which (in the context of the Placing) are material; 5.2.7 no debtor has been released by any member of the Group to an extent which is material on terms that he pays less than the book value of his debt and no debt of such material amount owing to any member of the Group has been deferred, subordinated or written off or has proved or, so far as the Company is aware, is likely to prove to any material extent irrecoverable in the context of the Placing; and 5.2.8 so far as the Company is aware, no member of the Group has incurred any material liability in respect of any tax, otherwise than any such liabilities arising in the ordinary course of the business. 5.3 Neither the Company nor the Group has any off balance sheet financing, investment or liability. 5.4 The Directors have established procedures which provide a reasonable basis for them to make proper judgements as to the financial position and prospects of the Company. 5.5 All accounts, books, ledgers, financial and other records of each member of the Group have been properly maintained in all material respects and contain proper records of all matters required to be entered therein. 5.6 The Directors reasonably believe that the Company will have sufficient working capital available for its present and reasonably foreseeable future requirements (that is for at least the next twelve months having regard to (inter alia) existing bank balances and facilities available and the proceeds of the Placing Shares).

Appears in 2 contracts

Samples: Placing Agreement, Placing Agreement

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Accounts and Working Capital. 5.1 The Accounts have (except as therein disclosed) been prepared in accordance with and comply with all International Financial Reporting Standards, consistently applied, and within the terms of such statements and standards, principles and practice, give a true and fair view of the financial position of the Group at the Accounts Date. 5.2 Since the Accounts Date 30 June 2018 and save as disclosed in the Previous Announcements or in the Announcement: 5.2.1 the members of the Group have carried on their respective businesses in the ordinary and usual course; 5.2.2 there has been no material adverse change in the financial position of any member of the Group and no material depletion in the net assets of any member of the Group, which constitutes a material adverse change in the financial position or net assets of the Group taken as a whole; 5.2.3 no member of the Group has acquired or disposed of or agreed to acquire or dispose of any material business or any material asset or assumed or acquired any material liabilities (including contingent liabilities) other than in the ordinary course of business; 5.2.4 no member of the Group has entered into any contracts or commitments of a long term or unusual nature which in the context of the Placing are in any such case material for disclosure; 5.2.5 no dividend or other distribution (as defined in within the meaning of section 1000 or sections 1022-1027 of Corporation Tax Act 2010) has been, or is treated as having been, declared, paid or made by any member of the Group; 5.2.6 no member of the Group has entered into or assumed or incurred any contract, commitment, borrowing, indebtedness in the nature of borrowing, guarantee, liability (including contingent liability) or other obligation of an unusual or (other than those entered into or assumed or incurred in the ordinary course of business) long term nature which (in the context of the Placing) are material; 5.2.7 no debtor has been released by any member of the Group to an extent which is material on terms that he pays less than the book value of his debt and no debt of such material amount owing to any member of the Group has been deferred, subordinated or written off or has proved or, so far as the Company is aware, is likely to prove to any material extent irrecoverable in the context of the Placing; and 5.2.8 so far as the Company is Directors are aware, no member of the Group has incurred any material liability in respect of any tax, otherwise than any such liabilities arising in the ordinary course of the business. 5.3 Neither the Company nor the Group has any off balance sheet financing, investment or liability. 5.4 The Directors have established procedures which provide a reasonable basis for them to make proper judgements as to the financial position and prospects of the Company. 5.5 All accounts, books, ledgers, financial and other records of each member of the Group have been properly maintained in all material respects and contain proper records of all matters required to be entered therein. 5.6 The Directors directors reasonably believe that the Company will have sufficient working capital available for its present and reasonably foreseeable future requirements (that is for at least the next twelve months having regard to (inter alia) existing bank balances and facilities available and the proceeds of the Placing Shares).

Appears in 1 contract

Samples: Placing Agreement

Accounts and Working Capital. 5.1 The Accounts have (except as therein disclosed) been prepared in accordance with and comply with all International Financial Reporting Standards, consistently applied, and within the terms of such statements and standards, principles and practice, give a true and fair view of the financial position of the Group at the Accounts Date. 5.2 Since the Accounts Date and save as disclosed in the Previous Announcements or in the Announcement: 5.2.1 the members of the Group have carried on their respective businesses in the ordinary and usual course; 5.2.2 there has been no material adverse change in the financial position of any member of the Group and no material depletion in the net assets of any member of the Group, which constitutes a material adverse change in the financial position or net assets of the Group taken as a whole; 5.2.3 no member of the Group has acquired or disposed of or agreed to acquire or dispose of any material business or any material asset or assumed or acquired any material liabilities (including contingent liabilities) other than in the ordinary course of business; 5.2.4 no member of the Group has entered into any contracts or commitments of a long term or unusual nature which in the context of the Placing are in any such case material for disclosure; 5.2.5 no dividend or other distribution (as defined in within the meaning of section 1000 or sections 1022-1027 of Corporation Tax Act 2010) has been, or is treated as having been, declared, paid or made by any member of the Group; 5.2.6 no member of the Group has entered into or assumed or incurred any contract, commitment, borrowing, indebtedness in the nature of borrowing, guarantee, liability (including contingent liability) or other obligation of an unusual or (other than those entered into or assumed or incurred in the ordinary course of business) long term nature which (in the context of the Placing) are material; 5.2.7 no debtor has been released by any member of the Group to an extent which is material on terms that he pays less than the book value of his debt and no debt of such material amount owing to any member of the Group has been deferred, subordinated or written off or has proved or, so far as the Company is aware, is likely to prove to any material extent irrecoverable in the context of the Placing; and 5.2.8 so far as the Company is Directors are aware, no member of the Group has incurred any material liability in respect of any tax, otherwise than any such liabilities arising in the ordinary course of the business. 5.3 Neither the Company nor the Group has any off balance sheet financing, investment or liability. 5.4 The Directors have established procedures which provide a reasonable basis for them to make proper judgements as to the financial position and prospects of the Company. 5.5 All accounts, books, ledgers, financial and other records of each member of the Group have been properly maintained in all material respects and contain proper records of all matters required to be entered therein. 5.6 The Directors directors reasonably believe that the Company will have sufficient working capital available for its present and reasonably foreseeable future requirements (that is for at least the next twelve months having regard to (inter alia) existing bank balances and facilities available and the proceeds of the Placing Shares).

Appears in 1 contract

Samples: Placing Agreement

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Accounts and Working Capital. 5.1 The Accounts have were (except as therein disclosed) been prepared in accordance with and comply with all International Financial Reporting Standards, consistently applied, and within the terms of such statements and standards, principles and practice, give gave a true and fair view of the financial position of the Group as at the Accounts Date. 5.2 The unaudited interim accounts of the Group of the 6 months to 30 June 2019 were prepared on a basis consistent with that employed in preparing the Accounts and reflect the financial position of the Group as at 30 June 2019 and in respect of the period to which they relate. 5.3 Since the Accounts Date and save as disclosed in the Previous Announcements or in the Announcement:Announcement or in respect of Modern Water Services Limited and Cogent Environmental Limited (together the "Liquidated Companies"): 5.2.1 5.3.1 the members of the Group have carried on their respective businesses in the ordinary and usual course; 5.2.2 5.3.2 there has been no material adverse change in the financial position of any member of the Group and no material depletion in the net assets of any member of the Group, which constitutes a material adverse change in the financial position or net assets of the Group taken as a whole; 5.2.3 5.3.3 no member of the Group has acquired or disposed of or agreed to acquire or dispose of any material business or any material asset or assumed or acquired any material liabilities (including contingent liabilities) other than in the ordinary course of business; 5.2.4 5.3.4 no member of the Group has entered into any contracts or commitments of a long term or unusual nature which in the context of the Placing are in any such case material for disclosure; 5.2.5 5.3.5 no dividend or other distribution (as defined in within the meaning of section 1000 or sections 1022-1027 of Corporation Tax Act 2010) has been, or is treated as having been, declared, paid or made by any member of the Group; 5.2.6 5.3.6 no member of the Group has entered into or assumed or incurred any contract, commitment, borrowing, indebtedness in the nature of borrowing, guarantee, liability (including contingent liability) or other obligation of an unusual or (other than those entered into or assumed or incurred in the ordinary course of business) long term nature which (in the context of the Placing) are material; 5.2.7 5.3.7 no debtor has been released by any member of the Group to an extent which is material on terms that he pays less than the book value of his debt and no debt of such material amount owing to any member of the Group has been deferred, subordinated or written off or has proved or, so far as the Company is aware, is likely to prove to any material extent irrecoverable in the context of the Placing; and 5.2.8 5.3.8 so far as the Company is Directors are aware, no member of the Group has incurred any material liability in respect of any tax, otherwise than any such liabilities arising in the ordinary course of the business. 5.3 5.4 Neither the Company nor the Group has any off balance sheet financing, investment or liability. 5.4 5.5 The Directors have established procedures which provide a reasonable basis for them to make proper judgements as to the financial position and prospects of the Company. 5.5 5.6 All accounts, books, ledgers, financial and other records of each member of the Group have been properly maintained in all material respects and contain proper records of all matters required to be entered therein. 5.6 5.7 The Directors directors reasonably believe that the Company will have sufficient working capital available for its present and reasonably foreseeable future requirements (that is for at least the next twelve six months having regard to (inter alia) existing bank balances and facilities available and the proceeds of the Placing Shares).

Appears in 1 contract

Samples: Placing Agreement

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