CHANGES SINCE THE ACCOUNTS DATE. 8.1 Since the Accounts Date:
(a) the business of each Acquired Group Company has been carried on as a going concern in the ordinary and usual course without any material interruption or material alteration in its nature, scope or manner;
(b) each Acquired Group Company has traded at profit and there has been no material adverse change in the financial or trading position of any Acquired Group Company or of the Acquired Group;
(c) no business of any Acquired Group Company has been materially and adversely affected by the loss of any important customer or source of supply;
(d) no Acquired Group Company has acquired or agreed to acquire any asset having a value in excess of USD $25,000 or for a consideration which is higher than open market value at the time of such asset's acquisition;
(e) no Acquired Group Company has disposed of or agreed to dispose of any asset having a value reflected in the Accounts in excess of USD $25,000 or for a consideration which is lower than open market or book value (whichever is the higher) at the time of such asset's disposal;
(f) there has been no unusual increase or decrease in the level of the stock or work-in-progress of any Acquired Group Company;
(g) there have been no material increases or decreases in the levels of debtors or creditors or in the average collection or payment periods for debtors and creditors respectively as compared to the same period in the financial year ending on the Accounts Date;
(h) each Acquired Group Company has paid its creditors in accordance with their respective credit terms;
(i) no Acquired Group Company has assumed or incurred or agreed to assume or incur any liability (actual or contingent), obligation, commitment or expenditure (including any borrowing or indebtedness) involving an amount in excess of USD $25,000;
(j) no Acquired Group Company has repaid, or agreed or become liable to repay, any borrowing or other indebtedness in advance of its due date; or
(k) no Acquired Group Company has declared, made or paid any dividend or other distribution;
(l) no Acquired Group Company has allotted or issued any share or loan capital (or any security giving rise to a right over, or an interest in, any share or loan capital) or capitalised any reserves or agreed to do any of the foregoing;
(m) no Acquired Group Company has reduced its share capital, redeemed or repaid any of its share or loan capital or purchased any of its own shares or agreed to do any of the foregoing;
(n) no resolution of t...
CHANGES SINCE THE ACCOUNTS DATE. Since the Accounts Date the Company has not made, announced or proposed any changes to the emoluments or benefits of or any bonus to any of its directors, officers or employees and the Company is under no obligation to make any such changes with or without retrospective operation.
CHANGES SINCE THE ACCOUNTS DATE. (a) Since the Accounts Date, no material change has been made by any Group Company to the terms of employment of any of its directors or Senior Managers.
(b) Since the Accounts Date, no director or Senior Manager has given notice terminating his contract of employment or is under notice of dismissal and no amount due to or in respect of any employee or former employee is in arrear and unpaid other than his salary for the month current at the date of this Agreement and in respect of the reimbursement of expenses reasonably and properly incurred in the two months prior to the date of this Agreement.
(c) No Group Company has transferred or intends to transfer any employees from working for any Group Company during the period between the date of this Agreement and Completion.
CHANGES SINCE THE ACCOUNTS DATE. Since the Accounts Date:
(a) the Whirlpool Europe Business has been, in all material respects, conducted in the ordinary course and in all material respects in the same manner as in the 12 months preceding the Accounts Date;
(b) save for matters affecting similar businesses generally, there has been no material adverse change in the financial position of the Whirlpool Europe Business or of the Whirlpool Europe Group, in each case, taken as a whole;
(c) no Whirlpool Europe Group Company has issued, repaid or redeemed or agreed to issue, repay or redeem, any share or loan capital other than in connection with the implementation of the Whirlpool Carve-Out in accordance with the Whirlpool Carve-Out Steps Plan;
(d) no dividend or other distribution of profits or assets has been, or has agreed to be, declared, made or paid by any Whirlpool Europe Group Company save for in connection with the implementation of the Whirlpool Carve-Out in accordance with the Whirlpool Carve-Out Steps Plan;
(e) no Whirlpool Europe Group Company has changed its accounting reference date;
(f) no loan made by any Whirlpool Europe Group Company which remains outstanding has become due and payable in whole or in part to that Whirlpool Europe Group Company;
(g) no Whirlpool Europe Group Company has waived any right to repayment under any loan it has made other than in connection with the implementation of the Whirlpool Carve-Out in accordance with the Whirlpool Carve-Out Steps Plan;
(h) no Whirlpool Europe Group Company has forgiven or waived (in whole or in part) a debt other than in the ordinary course of its business;
(i) no Whirlpool Europe Group Company has made, or agreed to make, any capital expenditure, or incurred, or agreed to incur, any commitments involving capital expenditure, above EUR 105,000,000 in aggregate; and
(j) other than as expressly contemplated by this Agreement, no Whirlpool Europe Group Company has acquired or disposed of, or agreed to acquire or dispose of, any material asset otherwise than in the ordinary course of trading.
CHANGES SINCE THE ACCOUNTS DATE. 11.1 Since the Accounts Date:
11.1.1 Transgenomic Limited has conducted the Business in the normal course and as a going concern;
11.1.2 there has been no material adverse change in the turnover, financial position or prospects of Transgenomic Limited;
11.1.3 no dividend or other distribution of profits or assets has been, or agreed to be declared, made or paid by Transgenomic Limited;
11.1.4 Transgenomic Limited has not borrowed or raised any money or taken or given any form of financial security, nor has it incurred or committed to any capital expenditure, or acquired or disposed of any individual item, in either case in excess of £1,000; and
11.1.5 Transgenomic Limited has paid its creditors within the applicable periods agreed with the relevant creditor and there are no amounts owing by Transgenomic Limited which have been outstanding for more than 60 days.
CHANGES SINCE THE ACCOUNTS DATE. The Group Companies:
(i) have from the Accounts Date until Signing Date carried on its Business in the Ordinary Course;
(ii) have not since the Accounts Date incurred any material debt or made any material commitment or entered into any material obligation which is outside the Ordinary Course;
(iii) have not since the Accounts Date declared any dividend, or disposed of any asset material for the Group Companies Business activities;
(iv) have not since the Accounts Date created or incurred any loans, guarantees, indemnities, mortgages, charges, debentures or other unusual liabilities (whether contingent or actual); and
(v) have not since the Accounts Date lost any customer or source of supply (which in either case accounted for 5 percent or more of
CHANGES SINCE THE ACCOUNTS DATE. Since the Accounts Date and through the date hereof, (i) the Company has conducted its business and operations only in the Ordinary Course of Business, and (ii) there has been no Material Adverse Effect on the Company.
CHANGES SINCE THE ACCOUNTS DATE. 8.10.1 Since the Accounts Date (excluded) and until the date hereof:
(a) to the Seller’s Knowledge, the business of each Target Entity has been carried on in the Ordinary Course of Business; and
(b) except as set forth in Schedule 8.10, no Target Entity has taken any action that, if they had been taken between the date hereof and the Completion Date, would have required the Purchaser’s consent pursuant to Article 6.2.
CHANGES SINCE THE ACCOUNTS DATE. Except with respect to the Transactions or as disclosed in Section 4(i) of the Disclosure Schedules, since the Accounts Date:
(i) there has been no event, occurrence or development that has had or that could reasonably be expected to result in a Material Adverse Effect;
(ii) no Group Company 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 which, in any such case, is material or of a long term nature, and which has not been discharged at the date of this Agreement;
(iii) no Group Company has acquired or disposed of or agreed to acquire or dispose of any material business, company or asset other than in the ordinary course of business;
(iv) there has been no material change in any compensation arrangement or agreement between any Group Company and any officer or director;
(v) the Company has not changed its accounting methods in any material respect;
(vi) the Company has not incurred any material non-ordinary course Tax or entered into any special arrangement with a tax authority; and
(vii) there has been no change to the Company’s directors and executive officers.
CHANGES SINCE THE ACCOUNTS DATE. 28.1 Since 30th April 2011 there has been no material adverse change in the turnover of the Group Companies taken as a whole.
28.2 Since the Accounts Date and save as contemplated under or pursuant to this agreement:
28.2.1 each Group Company has conducted its business in the normal course and as a going concern;
28.2.2 no Group Company has issued or agreed to issue any share or loan capital;
28.2.3 no dividend or other distribution of profits or assets has been, or agreed to be, declared, made or paid by the Company;
28.2.4 no Group Company 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 any Group Company in excess of £250,000 and no Group Company has acquired, invested or disposed of (or agreed to acquire, invest or dispose of) any individual item in excess of £250,000; and
28.2.5 no shareholder resolutions of any Group Company have been passed other than as routine business at the annual general meeting.
