CHANGES SINCE ACCOUNTS DATE. Since the Accounts Date:
(a) the Company and each of its Subsidiaries has conducted its business in the normal course consistent with past practice and as a going concern;
(b) neither the Company nor any of its Subsidiaries has sold, disposed of, leased or licensed any asset, including without limitation, inventory, incurring account (payable or receivable), or acquired any material asset, except in the ordinary course of business;
(c) the Company and each of its Subsidiaries has paid all accounts payable on a current basis (other than any account as to which bona fide dispute exists or for which an invoice has not been received);
(d) the Company and each of its Subsidiaries has properly maintained inventories, materials and supplies with the ordinary course of business;
(e) neither the Company nor any of its Subsidiaries has increased the annual level of compensation of any employee or has employed or engaged or renewed any new employee or consultant;
(f) neither the Company nor any of its Subsidiaries has terminated any employees or consultants;
(g) neither the Company nor any of its Subsidiaries has amended, terminated or arranged any agreement with vendors, customers or suppliers other than in the ordinary course of business;
(h) neither the Company nor any of its Subsidiaries has entered into, renewed or terminated any distribution agreement;
(i) neither the Company nor any of its Subsidiaries has granted or entered into any mortgage, security, charge, surety, guarantee or indemnity (save for liens arising from the ordinary course of business);
(j) neither the Company nor any of its Subsidiaries has assumed any liability or obligation or has given any commitment, in any case which is outside the ordinary course of business;
(k) neither the Company nor any of its Subsidiaries has permitted any insurance to lapse or done or omitted to do anything which could make any insurance policy void or voidable;
(l) neither the Company nor any of its Subsidiaries has entered into any agreement (conditional or otherwise) to do any of the above;
(m) there has not been any damage destruction or loss to the assets or Properties of the Company or its Subsidiaries;
(n) there has not been (i) any declaration, setting aside or authorizing the payment of, any dividend or other distribution in respect of any capital stock of the Company or any of its Subsidiaries or any repurchase, redemption or other acquisition by the Company or any of its Subsidiaries of any of the outst...
CHANGES SINCE ACCOUNTS DATE. In June 2008 Xxxxx Xxxxxxxxx waived his right to exercise share options over 500 ordinary shares of £1 each under the Innovaro Limited Company Share Option Scheme including the Share Option Deed between Innovaro Ltd and him dated … and the Rules of the Innovaro Ltd Enterprise Management Incentive Scheme annexed thereto.
CHANGES SINCE ACCOUNTS DATE. Since the Accounts Date as regards the Group:
(a) there has been no material adverse change in its financial position and to the knowledge of the Vendor, 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) its business has been carried on in the ordinary course, without any interruption or alteration in its nature, scope or manner, and so as to maintain the same as a going concern;
(c) it has not entered into any transaction or assumed or incurred any liabilities (including contingent liabilities) or made any payment not provided for in the Audited Accounts otherwise than in the ordinary course of carrying on its business;
(d) its profits have not been materially affected by changes or inconsistencies in accounting treatment (save for any changes required under any changes in accounting principles, standards and practices generally accepted in Hong Kong), by any non-recurring items of income or expenditure, by transactions of an abnormal or unusual nature or entered into otherwise than on normal commercial terms or by any other factors rendering such profits exceptionally high or low;
(e) there has been no material deterioration in the financial or trading position, profitability, prospects or turnover of the Group;
(f) there has been no significant event or occurrence which has had, or may following Completion have, a material adverse effect on the Group’s business or its value, profitability or prospects;
(g) its business has not been materially and adversely affected by the loss of any important customer or source of supply or by any abnormal factor not affecting similar businesses to a like extent and there are no facts which are likely to give rise to any such effects;
(h) no dividend or other distribution has been declared, made or paid to its members since the Accounts Date;
(i) no share or loan capital, or any other security giving rise to a right over the share or loan capital of the Group, has been allotted or issued or agreed to be allotted or issued;
(j) it has not redeemed or purchased or agreed to redeem or purchase any of its share capital;
(k) no insurance claims have been refused or settled below the amount claimed; and
(l) it has not sustained any material loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labour disturbance or dispute or any action, order or decree of any court or arbitr...
CHANGES SINCE ACCOUNTS DATE. Since the Accounts Date:
(a) the Company and each of its Subsidiaries has conducted its business in the normal course and as a going concern;
(b) there has been no material adverse change in the turnover, financial position or prospects of the Company or any of its Subsidiaries;
(c) neither the Company nor any of its Subsidiaries have issued or agreed to issue any share or loan capital;
(d) no dividend or other distribution of profits or assets has been, or agreed to be, declared, made or paid by the Company or any of its Subsidiaries; and
(e) neither the Company nor any of its Subsidiaries has borrowed or raised any money or taken any form of financial security, and no capital expenditure has been incurred on any individual item by the Company or any of its Subsidiaries in excess of E*10,000 and neither the Company nor any of its Subsidiaries has acquired, invested or disposed of (or agreed to acquire, invest or dispose of) any individual item by the Company or any of its Subsidiaries in excess of £10,000;
CHANGES SINCE ACCOUNTS DATE. Since the Accounts Date:
(a) the Company has conducted its business in the normal course and as a going concern;
(b) the Company has not issued or agreed to issue any share or loan capital;
(c) no dividend or other distribution of profits or assets has been, or agreed to be, declared, made or paid by the Company;
(d) the Company has not borrowed or raised any money or taken any form of financial security and no capital expenditure has been incurred on any individual item by the Company in excess of £5,000 and the Company has not acquired, invested or disposed of (or agreed to acquire, invest or dispose of) any individual item by the Company in excess of £5,000; and
(e) no shareholder resolutions of the Company have been passed other than as routine business at an annual general meeting;
CHANGES SINCE ACCOUNTS DATE. Since the Accounts Date:-
(a) the Company has not contractually committed to make capital expenditure which is outstanding for fixed assets exceeding in total US$10,000, or contractually committed to incur, a commitment or connected commitments involving capital expenditure which is outstanding for fixed assets exceeding in total US$5,000;
(b) the Company has not disposed of any of its assets with a book value of more than US$5,000;
(c) the Company has not incurred any material liabilities in aggregate (other than liabilities incurred in the ordinary course of the Company’s activities) in excess of US$10,000.
(d) no dividends, bonus issues or other distributions or repayments of loans (including Venture Loans) have been declared, made or paid by the Company.
CHANGES SINCE ACCOUNTS DATE. During the period between the Accounts Date and the date of this Agreement (inclusive):
3.3.1. no Vendor or Target Company has taken any action that, if taken after the date of this Agreement, would constitute a breach of Clause 5.2 (other than Clause 5.2.5 or Clause 5.2.9 thereof);
3.3.2. the Operations have been carried on in the ordinary course consistent with past practice, without any interruption or alteration in their nature, scope or manner, and so as to maintain the same as a going concern;
3.3.3. there has been no Material Adverse Change; and
3.3.4. so far as the Principal Vendor is aware, no provision, reserve or accrual in the 2003 Accounts has proved to be materially inadequate in light of subsequent circumstances.
CHANGES SINCE ACCOUNTS DATE. 12.1. Since the Accounts Date:
12.1.1. in all material respects, the Vendor has continued to operate the Business with due care, in the ordinary and normal course, at arm’s length and on usual commercial terms and in accordance with normal and prudent practice and consistently with the way in which the Business was operated in the financial year ended on the Accounts Date;
12.1.2. the Vendor has not:
CHANGES SINCE ACCOUNTS DATE. 18.1. Except as contemplated by the Pre-Completion Restructure and the Transaction under this Agreement or as reflected in the 2013 Management Accounts, since 31 December 2012:
18.1.1. the Company and the Dutch Seller have conducted the business carried on by the Target Group and the Dutch Business respectively in the normal course and as a going concern;
18.1.2. there has been no material adverse change in the turnover or financial position of the Company or the Dutch Business;
18.1.3. the Company has not issued or agreed to issue any share or loan capital;
18.1.4. no dividend or other distribution of profits or assets has been, or agreed to be, declared, made or paid by the Company;
18.1.5. the Company has not borrowed or raised any money or given or taken any form of financial security;
18.1.6. no capital expenditure has been incurred on any individual item by the Company in excess of £100,000 or €120,000 and the Company has not acquired, invested or disposed of (or agreed to acquire, invest or dispose of) any individual item in excess of £100,000 or €120,000;
18.1.7. no shareholder resolutions of the Company have been passed; and
18.1.8. the Company has paid its creditors within the applicable periods agreed with the relevant creditor.
CHANGES SINCE ACCOUNTS DATE. Since the Accounts Date as regards the Company and its Subsidiaries, each to the best knowledge of the Vendor after making due and careful enquiries -
4.1 has carried on its business in its ordinary course and so as to maintain the same as a going concern; 4.2 has not disposed of any assets or assumed or incurred any material liabilities (including contingent liabilities) otherwise than in the ordinary course of carrying on its business;
