BUSINESS SINCE THE ACCOUNTS DATE. Since the Accounts Date:
9.1 the Group’s business has been carried on in the normal and ordinary course without any interruption or change in its manner, nature or scope, and so as to maintain it as a going concern;
9.2 there has been no adverse change in the overall financial or overall trading position or turnover of the Group;
9.3 the Group has not, other than in the normal and ordinary course of its business:
9.3.1 acquired or disposed of, or agreed to acquire or dispose of, any business or asset; or
9.3.2 assumed or incurred, or agreed to assume or incur, a liability, obligation, expense or capital expenditure (whether, in any case, actual or contingent);
9.4 none of the fixed assets shown in the Accounts or acquired by the Group since the Accounts Date have been lost, damaged or destroyed and there has been no material reduction in their value;
9.5 the Group has not made, or agreed to make, any material price reductions or allowances or price increases on sales of stock or the provision of services;
9.6 the Group has not incurred any expense or made any payment other than in the normal and ordinary course of business and all payments received by the Group have been paid into the Group’s bank account and appear in the appropriate books of account;
9.7 the Group has not borrowed any money which it has not repaid (other than in the normal and ordinary course of its business within limits agreed with the Group’s bankers) and no loan to or loan capital of the Group has been repaid, in whole or in part, or has become due and payable or liable (with or without notice or lapse of time) to be declared due and payable;
9.8 the Group has not been adversely affected by:
9.8.1 the termination, or a change in the terms, of an important agreement;
9.8.2 the loss of or material reduction in orders from a customer;
9.8.3 the loss of or material reduction in any source of supply; or
9.8.4 any abnormal factor not affecting similar businesses, and so far as the Sellers are aware there is no fact or circumstance which is likely to give rise to any such adverse effect;
9.9 the Group has not paid or declared any dividend or other distribution of capital or income;
9.10 the Group has not allotted, issued or acquired any share or loan capital, or agreed or arranged to do any of those things;
9.11 no resolution of the members of the Group (or any class of them) has been passed; and
9.12 no payment has been made by the Group to or on behalf of any Seller (or any person connect...
BUSINESS SINCE THE ACCOUNTS DATE. Since the Accounts Date:
(a) the Company has carried on its business in the ordinary and usual course and so as to maintain the same as a going concern;
(b) there has been no material adverse change in the financial or trading position or prospects of the Company;
(c) no distribution of capital or income has been declared, made or paid by the Company; ‘
(d) no Encumbrance has been created over the whole or any part of the Company;
(e) the Company has not acquired or disposed of or agreed to acquire or dispose of:
(i) any business or company;
(ii) any asset except in the ordinary course of business;
(f) no material changes have occurred in the assets and liabilities shown in the Accounts other than in the ordinary course of its business;
(g) the Company has not assumed or acquired any material liability (including any contingent liability) otherwise than in the ordinary course of its business;
(h) no change has been made in the basis or rate of emoluments or other terms of employment of any of the directors of the Company or of any of the employees of the Company who are in receipt of remuneration in excess of EUR50,000 per annum nor has the Company paid any bonus of special remuneration to any of its directors or any such employee;
(i) no part of the business of the Company has been affected to a material degree by the loss of any important customer or source of supply, (and no circumstances have occurred which are likely to give rise to any such loss) or by an abnormal factor not affecting similar businesses to a like extent;
(j) the Company has not made capital expenditure exceeding in total EUR50,000 or agreed to incur a commitment or connected commitments involving capital expenditure exceeding in total EUR50G,000.
(k) the Company has not repaid or redeemed share or loan capital, or made (whether or not subject to conditions) an agreement or arrangement or undertaken an obligation to do any of those things;
(l) no resolution of the shareholders of the Company has been passed (except for those representing the ordinary business of an annual general meeting); and
(m) the Company has not repaid any sum in the nature of borrowings in advance of any due date or made any loan or incurred any indebtedness.
BUSINESS SINCE THE ACCOUNTS DATE. (a) Since the Accounts Date there has been no material adverse change in the financial position of the Business and the Business has been carried on on a normal basis and the Vendor has not disposed of any material assets used in connection with the Business other than in the normal course of business.
(b) So far as the Vendor is aware since the Accounts Date no substantial customer or supplier of the Business has ceased purchasing from or supplying to the Vendor in connection with the Business.
BUSINESS SINCE THE ACCOUNTS DATE. Since the Accounts Date:
(a) the Target has carried on its business in the ordinary and usual course;
(b) no distribution of capital or income has been declared, made or paid by the Target;
(c) the Target has not acquired or disposed of, nor agreed to acquire or dispose of, any asset otherwise than in the ordinary and usual course of trading;
(d) the Target has not assumed or incurred, nor agreed to assume or incur, any liability or obligation otherwise than in the ordinary and usual course of trading or other than as taken into account in the Management Accounts;
(e) no resolution of the Target’s shareholders has been passed (except for those representing the ordinary business of an annual general meeting); and
(f) the Target has not repaid or redeemed any share or loan capital.
BUSINESS SINCE THE ACCOUNTS DATE. Since the Accounts Date the Company
2.1 has carried on its Business in the ordinary and usual course and without entering into any transaction, assuming any liability or making any payment not provided for in the Accounts which is not in the ordinary course of business and without any Material interruption or alteration in the nature, scope or manner of its Business;
2.2 has not acquired or disposed of or agreed to acquire or dispose of any assets or assumed or incurred or agreed to assume or incur any liabilities (actual or contingent) otherwise than in the ordinary course of business;
2.3 has not declared, made or paid any dividend, shareholder bonus or other distribution of capital or income other than those specifically provided for in the Accounts (whether a qualifying distribution or otherwise) and (excluding fluctuations in overdrawn current accounts with bankers) no loan or loan capital of the Company has been repaid in whole or in part or has become due or is liable to be declared due by reason of either service of a notice or lapse of time or otherwise howsoever;
2.4 has not carried out or entered into any transaction and no other event has occurred in consequence of which (whether alone or together with any one or more transactions or events occurring before, on or after the date of this Agreement) any liability of the Company to Taxation has arisen or will arise (or would have arisen or would or might arise but for the availability of any relief, allowance, deduction or credit) other than corporation tax on the actual income (not chargeable gains or deemed income) of the Company reflected in the Company’s Accounts arising from transactions entered into in the ordinary course of business, income tax under the PAYE system and national insurance and social security contributions in respect of persons employed by it since the Accounts Date and VAT in respect of taxable supplies made by it in the ordinary course of business since the Accounts Date;
2.5 has received payment in full of all debts owing to the Company shown in the Accounts (subject to any provision for bad and doubtful debts made in the Accounts), has not released any debts in whole or in part and has not written off debts, in each case of an amount exceeding US$50,000 in the aggregate;
2.6 has not entered into contracts involving capital expenditure in an amount exceeding US$50,000 in the aggregate;
2.7 has not become aware that any event has occurred which would entitle any third part...
BUSINESS SINCE THE ACCOUNTS DATE. 5.5.1 An audited consolidated balance sheet of the Sensor-Nite Group as at the date of this Agreement and an audited consolidated profit and loss account of the Sensor-Nite Group for the period from the Accounts Date up to the date of this Agreement, prepared on the same bases and in accordance with the same accounting policies and practices as the Accounts, would show that:
(a) the consolidated net tangible assets of the Sensor-Nite Group (after taking account of the profit or loss for the period ending on the date of this Agreement) would not be less than the consolidated net tangible assets as at the Accounts Date shown in the Accounts; and
(b) the respective levels of turnover (both by value and by volume) and the gross and net profit margins were at least as high as during the corresponding period in the previous year.
BUSINESS SINCE THE ACCOUNTS DATE. Since the Accounts Date there has been no material adverse change in the business of Company or in the financial or trading position of the Company and the business of the Company has been conducted on a normal basis and the Company has not disposed of any of its assets otherwise than in the normal course of business or made any loan or other payment other than in the normal course of business.
BUSINESS SINCE THE ACCOUNTS DATE.
8.1 Since the Accounts Date, no Group Company has done or agreed to do any of the following:
(a) disposed of any of its material assets or entered into any material transaction or assumed or incurred any material liabilities except in the ordinary and usual course of trading and at arm's length;
(b) entered into any contract involving: (i) material expenditure on capital account; or
BUSINESS SINCE THE ACCOUNTS DATE. 10.1 Since the Accounts Date:-
(a) there has been no interruption or alteration in the nature, scope or manner of the business which business of the Company and such business has been carried on lawfully and in the ordinary and proper course of business so as to maintain it as a going concern:
(b) there has been no material adverse change in business and there has been no damage or destruction affecting the Company's business or its assets;
(c) the Company has not acquired, sold, transferred or otherwise disposed of any asset of any nature or cancelled or waived or released or discounted in whole or in part any debts or claims, except in the ordinary and proper course of business;
(d) the Company has not knowingly waived or released any rights which are of a material or substantial value;
(e) no distribution of capital has been declared, made or paid in respect of any share of the Company; and
(f) the Company has not incurred or become subject to any liability or obligation (absolute or contingent), except current liabilities and obligations incurred under those contracts entered into by it in the ordinary and proper course of business.
BUSINESS SINCE THE ACCOUNTS DATE. Since the Accounts Date:
5.1 there has been no material deterioration in the financial or trading position of the Company;
5.2 the Company has carried on its business in the ordinary and usual course and in the same manner (in all material respects) as in the 12 month preceding the Accounts Date;
5.3 the Company has not closed any products, changed published fee rates or put in place any rebates except as set out in the Data Room;
5.4 no distribution of capital or income has been declared, made or paid by the Company;
5.5 no resolution of the Company’s shareholders has been passed (except for those representing the ordinary business of an annual general meeting);
5.6 the Company has not repaid or redeemed any share or loan capital;
5.7 the Company has not borrowed or raised any money or taken up any Financial Facilities or repaid any borrowing or indebtedness in advance of its stated maturity other than trade credit in the ordinary and usual course of business; and
5.8 no share or Loan capital has been allotted, issued repaid or redeemed or agreed to be allotted, issued, repaid or redeemed by the Company.
