Changes since Last Accounts Date. 5.1.1 Since the Last Accounts Date:
(a) the business of the Company has been continued in the ordinary and normal course;
(b) the Management Accounts give a reasonably fair view of the turnover of the Company;
(c) so far as the Vendor is aware the Company has not done or omitted to do anything which has materially prejudiced its goodwill;
(d) so far as the Vendor is aware no part of the business of the Company has been materially affected by any abnormal factor not affecting similar businesses to a like extent;
(e) the Company has paid its creditors in accordance with their respective credit terms; and there are no amounts owing by the Company which have been due for more than six weeks.
5.1.2 Except as disclosed in the Management Accounts the trading prospects of the Company have not been adversely affected as a result of any event or circumstance arising since the Last Accounts Date.
Changes since Last Accounts Date. Since the Last Accounts Date:
(a) the Target has carried on its business in the ordinary and usual course, without any interruption or alteration in its nature, scope or manner, and so as to maintain the same as a going concern;
(b) the Target has not made or agreed to make any payment (including any donation for charitable or political purposes or any ex gratia payment) other than routine payments in the ordinary and usual course of trading;
(c) save for contracts detailed in the Management Accounts the Target has not entered into any agreement (whether in respect of capital expenditure or otherwise):
(i) which is of a long term nature; or
(ii) which is outside its ordinary course of trade; or
(iii) which involved an obligation of a material nature or magnitude (this includes a liability for expenditure in excess of £50,000;
(d) Save for assets transferred to either the Seller or to Live Nation (Music) UK Limited (as applicable) by the Target under the Transfer Agreements, the Target has not acquired or disposed of, or agreed to acquire or dispose of, any business or any asset having a net book value in excess of £50,000;
(e) the Target has not changed any term of employment, including pension fund commitments, (other than those required by law) which could increase the:
(i) total staff costs of the Target by more than £100,000 per annum; or
(ii) the remuneration of any one director or employee by more than £10,000 per annum;
(f) there has been no material change in the level of borrowing or in the working capital requirements of the Target;
(g) there has been no material reduction in the cash balances or debtors of the Target from those set out in the Last Accounts and debtors have been collected on time in accordance with the usual practice of the Target;
(h) the Target has not allotted or issued or agreed to allot or issue any share or loan capital; and
(i) the Target has not declared, paid or made any dividend or other distribution (within the meaning of section 209, 210, or 418 of ICTA) (except for any dividends provided for in the Last Accounts).
(j) the Seller is not aware of any matter which might suggest that any material assets or material liabilities (actual or contingent) have been omitted from or mis-stated in the Last Accounts.
Changes since Last Accounts Date. 4.1 Since the Last Accounts Date:
4.1.1 the Company has conducted its business in the normal course and as a going concern;
4.1.2 there has been no reduction in the value of the net assets of the Company and no material adverse change in the turnover, financial position or prospects of the Company nor the loss of any supplier or customer;
4.1.3 the Company has not issued or agreed to issue any share or loan capital;
4.1.4 save as set out in clause 5.3, no dividend or other distribution of profits or assets has been, or agreed to be, declared, made or paid by the Company;
4.1.5 the Company has not borrowed any money that has not been repaid in full, and has not 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 £10,000 and the Company has not acquired, invested or disposed of (or agreed to acquire, invest or dispose of) any individual item in excess of £5,000;
4.1.6 no shareholder resolutions of the Company have been proposed or passed;
4.1.7 the Company has not assumed or incurred or agreed to assume or incur a liability, obligation or expense (actual or contingent) for a value in excess of [£5,000], save for trade bills in the ordinary course of the Company’s business details of which are Disclosed; and
4.1.8 no payment has been made by the Company to, or benefit conferred (directly or indirectly) by the Company on, the Sellers or any person connected with the Sellers.
Changes since Last Accounts Date. 7.1.1 Since the Last Accounts Date:
(a) the business of each Group Company has been continued in the ordinary and normal course; (b) there has been no deterioration in the turnover or the financial or trading position or prospects of any Group Company; (c) each Group Company has paid its creditors in accordance with their respective credit terms and in accordance with its normal procedures, and there are no amounts owing by any Group Company which have been due for more than 12 weeks.
7.1.2 The value of the net realisable assets of each Group Company is not now less than at the Last Accounts Date.
Changes since Last Accounts Date. Since the Last Accounts Date:
(a) the business of the Target has been carried on in the ordinary and normal course so as to maintain the same as a going concern;
(b) there has been no material adverse change in the turnover or the financial or trading position of the Target;
(c) no resolution of the members of the Target has been passed, whether in general meeting or otherwise;
(d) the Target has not entered into any Material Contract;
(e) the Target has not assumed or incurred any material liability (including, so far as the Warrantors are aware, any contingent liability) with a value in excess of £100,000 outside the ordinary and normal course of business which is not provided for in the Last Accounts.
Changes since Last Accounts Date. 5.1.1 Since the Last Accounts Date:
(a) the business of each Group Company has been continued in the normal course;
(b) there has been no deterioration in the turnover or the financial or trading position or prospects of any Group Company;
(c) no Group Company has by doing or omitting to do anything materially prejudiced its goodwill;
(d) no part of the business of any Group Company has been affected by any abnormal factor not affecting similar businesses to a like extent;
(e) each Group Company has paid its creditors in accordance with their respective credit terms; and there are no amounts owing by any Group Company which have been due for more than six weeks.
5.1.2 The value of the net realisable assets of each Group Company is not now less than at the Last Accounts Date.
5.1.3 The trading prospects of each Group Company have not been adversely affected as a result of any event or circumstance not affecting other companies carrying on a similar business arising since the Last Accounts Date.
Changes since Last Accounts Date. Since the Management Accounts Date:
(a) the business of the Target has been carried on in the ordinary and normal course so as to maintain the same as a going concern, and there has not occurred any change or event that has had or is reasonably likely to have a material adverse effect; or
(b) no resolution of the members of the Target has been passed, whether in general meeting or otherwise (other than any resolutions relating to the routine business of an annual general meeting);
(c) the Target has not entered into any Material Contract with a value in excess of £25,000.00 outside the ordinary and normal course of business; and
(d) the Target has not assumed or incurred any material liability (including any contingent liability) which is not provided for in the Last Accounts otherwise than in the ordinary and normal course of business.
Changes since Last Accounts Date. Since the Last Accounts Date:
(a) the business of the Target has been carried on in the ordinary and normal course so as to maintain the same as a going concern;
(b) there has been no material adverse change in the turnover or the financial or trading position of the Target;
(c) no resolution of the members of the Target has been passed, whether in general meeting or otherwise;
(d) the Target has not entered into any Material Contract;
(e) the Target has not assumed or incurred any material liability (including any contingent liability) which is not provided for in the Last Accounts; and
(f) the Target has not by doing or omitting to do anything prejudiced its goodwill.
