Common use of CHANGES SINCE THE ACCOUNTS DATE Clause in Contracts

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 the shareholders (or any class of shareholders) of any Acquired Group Company has been passed; (o) no management or similar charge has become payable or been paid by any Acquired Group Company; and (p) no payment has been made by any Acquired Group Company to, nor has any Acquired Group Company conferred any benefit (directly or indirectly) on, the Vendor, any past or present director of any Acquired Group Company or any person who is or was at the relevant time an Associate of the Vendor or any such director.

CHANGES SINCE THE ACCOUNTS DATE. 8.1 19.1 Since the Accounts DateDate and except in connection with the Transaction: (a) 19.1.1 the business Company and each of each Acquired Group Company the Subsidiaries has been carried on conducted the Business in the normal course and as a going concern in the ordinary and usual course without any material interruption or material alteration in its nature, scope or mannerconcern; (b) each Acquired Group 19.1.2 neither the Company has traded at profit and there has been no material adverse change in the financial or trading position of nor any Acquired Group Company or of the Acquired Group; (c) no business of any Acquired Group Company Subsidiaries has been materially and adversely affected by the loss of any important customer or source of supply; (d) no Acquired Group Company has acquired issued or agreed to acquire issue any asset having a value in excess of USD $25,000 share or for a consideration which is higher than open market value at the time of such asset's acquisitionloan capital; (e) 19.1.3 no Acquired Group Company dividend or other distribution of profits or assets has disposed of been, 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)be, 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 distributionby the Company; (l) no Acquired Group 19.1.4 neither the 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 nor any of the foregoingSubsidiaries has borrowed or raised any money or given or taken any form of financial security other than in connection with financing and investment activities relating to the Company Group all of which are shown in the Management Accounts; (m) 19.1.5 no Acquired Group shareholder resolutions of the 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 foregoingSubsidiaries have been passed other than in connection with or relating to matters in the ordinary course of the Business; (n) 19.1.6 there has been no resolution abnormal increase or reduction of stock-in-trade; 19.1.7 other than in the ordinary course of the shareholders (Business, neither the Company nor any of the Subsidiaries has offered price reductions or discounts or allowances on sales of inventory, or sold inventory at less than its value in the Accounts; 19.1.8 the Company and each of the Subsidiaries has paid its trade creditors within the applicable periods agreed with the relevant trade creditor and there are no material amounts owing by the Company or any class of shareholders) of any Acquired Group Company has the Subsidiaries to suppliers which have been passed; (o) no management outstanding for more than 90 days or similar charge has become payable or been paid by any Acquired Group Companyas otherwise agreed with the supplier; and (p) no payment 19.1.9 there has been made by any Acquired Group Company to, nor has any Acquired Group Company conferred any benefit (directly or indirectly) on, no reduction in the Vendor, any past or present director value of any Acquired Group the net assets of the Company or any person who of the Subsidiaries determined in accordance with the same accounting principles and policies as those applied in the Accounts (and on the basis that each of the assets is valued at a figure no greater than the value attributed to it in the Accounts or, in the case of any of the assets acquired by the Company or was at the relevant time an Associate Subsidiary after the Accounts Date, at a figure no greater than cost), provided that the above warranty 19.1 shall not apply to matters with respect to the Expansion Projects to the extent not arising out of, resulting from or attributable to a breach of the Vendor or any such directorprovisions of this agreement.

CHANGES SINCE THE ACCOUNTS DATE. 8.1 Since 5.1 Save as disclosed in the Prospectus, since the Accounts Date: (a) the business of 5.1.1 each Acquired Group Company has been carried on as a going concern and will carry on business in the ordinary and usual course without so as to maintain it as a going concern and in the same manner as previously carried on and since such date has not entered into any material interruption contract, transaction or material alteration in its commitment outside the ordinary course of business or of an unusual or onerous nature, scope or manner; 5.1.2 there has been no material adverse change, or any development involving a prospective material adverse change, in the general affairs, management, operation, financial condition or prospects of the said business or the earnings, business affairs or net asset value of the said business or of the Group taken as a whole as compared with the position or prospects disclosed by the audited consolidated net assets of the Group referred to in paragraph 4.1 above and there has been no damage, destruction or loss (bwhether or not covered by insurance) materially and adversely affecting the said business or its assets; 5.1.3 each Acquired Group Company has traded at profit continued to pay its creditors in the ordinary course of business and on arms-length terms; 5.1.4 no Group Company has acquired, sold, transferred or otherwise disposed of any assets of whatsoever nature or cancelled or waived or released or discounted in whole or in part any debts or claims, except in each case in the ordinary course of business; 5.1.5 there has been no material adverse change to the balance sheet of the Company since the Accounts Date that would require disclosure to ensure that the Prospectus is accurate and complete in all material respects and not misleading or deceptive; 5.1.6 no Group Company has purchased or reduced any of its share capital, nor declared, paid or made any dividend or distribution of any kind on any class of shares; 5.1.7 there has not been any material adverse change in short-term or long-term debts and no Group Company has taken on or become subject to any material contingent liability; 5.1.8 no dividend or other distribution has been, or is treated as having been, declared, made or paid by any Group Company; 5.1.9 there has not been: (a) any Encumbrance on any asset, or any lease of property, including equipment, other than such Encumbrances created in the financial or trading position ordinary course of business of the Group and tax liens with respect to taxes not yet due and statutory rights of customers in inventory and other assets; (b) any lapse of any Acquired patent, utility models, design, trademark, trade name, service mark, copyright, or licence or any application with respect to the foregoing by any Group Company or which is material in the context of the Acquired business of the Group; (c) no business the making of any Acquired loan, advance, indemnity or guarantee by any Group Company has been materially and adversely affected by to or for the loss benefit of any important customer or source person except the creation of supplyaccounts receivable in the ordinary course of business; (d) no Acquired any repayment of loan capital by any member of the Group Company has acquired in whole or agreed in part save for those repaid pursuant to acquire any asset having a value contractual arrangements then in excess place or in the ordinary course of USD $25,000 or for a consideration which is higher than open market value at business of the time relevant member of such asset's acquisitionthe Group; (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 agreement 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 the shareholders (or any class of shareholders) of any Acquired Group Company has been passed; (o) no management or similar charge has become payable or been paid by any Acquired Group Company; and (p) no payment has been made by any Acquired Group Company to, nor has any Acquired Group Company conferred any benefit (directly or indirectly) on, the Vendor, any past or present director of any Acquired Group Company or any person who is or was at the relevant time an Associate of the Vendor or any such director.

CHANGES SINCE THE ACCOUNTS DATE. 8.1 Since the Accounts Date: (a) 6.1 the business of each Acquired Target 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 mannerso as to maintain the same as a going concern; (b) each Acquired Group Company has traded at profit and 6.2 there has been no material adverse change in the financial or trading position of any Acquired each Target Group Company or of the Acquired GroupCompany; (c) 6.3 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 Target Group Company has acquired or disposed of, or agreed to acquire or dispose of, any asset (or assumed or incurred, or agreed to assume or incur, a liability, obligation or expense) having a value in excess of USD $25,000 £50,000 (for a single item) or in excess of £150,000 in the aggregate; 6.4 so far as the Sellers are aware, no Target Group Company has acquired, or agreed to acquire, any asset for a consideration which is higher than open market value at the time of such asset's its acquisition; (e) 6.5 so far as the Sellers are aware, no Acquired Target Group Company has disposed of of, or agreed to dispose of 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 value or book value (whichever is the higher) at the time of such asset's its 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 6.6 No Target Group Company has paid its creditors in accordance with their respective credit termsany Third Party Expenses, Transaction Bonus or Shareholder Indebtedness; 6.7 no amounts have been billed other than in the Ordinary Course of Business, no amounts have been billed materially in advance of the start date of the relevant subscription term or service term, and no amounts have been billed in advance of the contractually specified billing period (i) i.e., no Acquired annual bills have been issued with respect to a Contract that specifies quarterly billing terms); 6.8 no Target Group Company has assumed issued, repaid 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 redeemed any share or loan capital (or any security giving rise to a right overincluding debentures, or an interest in, any share or loan capitalnotes and loan stock) or capitalised any reserves or agreed to do so; 6.9 no Target Group Company has repaid any sum in the nature of borrowings in advance of any due date or made any loan (excluding in each case intra-group) or agreed to do so; 6.10 no Target Group Company has paid or agreed to pay any service, management or similar charges to any of the foregoingSellers; (m) 6.11 no Acquired Target Group Company has provided, or agreed to provide, a gratuitous payment or benefit to any of its employees or former employees, or to any of their respective dependents; 6.12 except as stated in the Audited Financial Statements, no dividend or other payment which is, or could be treated as, a distribution (whether in cash, stock or in kind) to members has been declared, paid or made by any Target Group Company nor has any Target Group Company 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) 6.13 no resolution of the shareholders (or any class of shareholders) of any Acquired Target Group Company has been passed; (o) no management or similar charge has become payable or been paid by any Acquired Group Company; and (p) 6.14 no payment has been made by any Acquired Target Group Company to, nor has any Acquired changed the date on which its financial year ends and therefore the period for which the Target Group Company conferred any benefit (directly or indirectly) on, the Vendor, any past or present director of any Acquired Group Company or any person who is or was at the relevant time an Associate of the Vendor or any such directormust prepare its statutory accounts in accordance with all applicable Laws.

CHANGES SINCE THE ACCOUNTS DATE. 8.1 Since the Accounts DateDate as regards each Group Company: (a) the 2.9.1 there has been no material adverse change in its financial or trading position or prospects or turnover and no event, fact or matter has occurred or is likely to occur which will or is likely to give rise to any such change; 2.9.2 its business of each Acquired Group Company has been carried on as a going concern in the ordinary and usual course course, without any material interruption or material alteration in its nature, scope or manner, and so as to maintain the same as a going concern; (b) each Acquired Group Company has traded at profit and there has been no material adverse change 2.9.3 save as disclosed in the financial Disclosure Letter, it has not entered into any transaction 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 any liabilities (including, without limitation, contingent liabilities) or agreed to assume made any payment not provided for in the Audited Accounts or incur any liability (actual or contingent)the Management Accounts, obligation, commitment or expenditure (including any borrowing or indebtedness) involving an amount otherwise than in excess the ordinary and usual course of USD $25,000carrying on its business; (j) 2.9.4 save as disclosed in the Disclosure Letter, no Acquired Group Company has repaid, or agreed or become liable to repay, any borrowing dividend or other indebtedness in advance distribution (other than intra-Group payment of its due date; or (kdividends or other distribution within the Group) no Acquired Group Company has been declared, made or paid any dividend or other distributionto its members, except as provided for in the relevant balance sheet; (l) 2.9.5 no Acquired Group Company has allotted or issued any share or loan capital (or any other security giving rise to a right over, over the capital has been allotted or an interest in, any share or loan capital) or capitalised any reserves issued or agreed to do any of the foregoingbe allotted or issued; (m) no Acquired Group Company 2.9.6 it has reduced its share capital, not redeemed or repaid purchased or agreed to redeem or purchase any of its share capital; 2.9.7 it has not made or loan capital received any surrender relating to group relief or purchased any surrender of its own shares a Tax refund; 2.9.8 no insurance claims exceeding US$10,000 individually have been refused or agreed settled below the amount claimed; 2.9.9 it has not entered into (i) any unusual or unduly onerous commitments or contracts or (ii) any commitments or contracts which have a term of more than 2 years; and 2.9.10 it has not sold, assigned, licensed (except for (a) non-exclusive licences of Software in the ordinary course of business, (b) licences of Software in the nature of customised foreground software in the ordinary course of business and (c) licences of Software to do other Group Companies), transferred or encumbered any of the foregoing; (n) no resolution of the shareholders (or any class of shareholders) of any Acquired Group Company has been passed; (o) no management or similar charge has become payable or been paid by any Acquired Group Company; and (p) no payment has been made by any Acquired Group Company to, nor has any Acquired Group Company conferred any benefit (directly or indirectly) on, the Vendor, any past or present director of any Acquired Group Company or any person who is or was at the relevant time an Associate of the Vendor or any such directorBusiness IPR.

CHANGES SINCE THE ACCOUNTS DATE. 8.1 Since 5.1 Save as disclosed in the Prospectus and Offering Circular, since the Accounts Date: (a) the business of 5.1.1 each Acquired Group Company has been carried on as a going concern and will carry on business in the ordinary and usual course without so as to maintain it as a going concern and in the same manner as previously carried on and since such date has not entered into any material interruption contract, transaction or material alteration in its commitment outside the ordinary course of business or of an unusual or onerous nature, scope or manner; (b) each Acquired Group Company has traded at profit and 5.1.2 there has been no material adverse change change, or any development involving a prospective material adverse change, in the general affairs, management, financial condition or trading position prospects of any Acquired Group Company the said business or the earnings, business affairs or net asset value of the said business or of the Acquired Group taken as a whole as compared with the position or prospects disclosed by the audited combined net assets of the Group referred to in paragraph 4.1 above and there has been no damage, destruction or loss (whether or not covered by insurance) affecting the said business or its assets; 5.1.3 each Group Company has continued to pay its creditors in the ordinary course of business and no trade discounts or other special terms (not being in the ordinary course of business, and accordingly excluding other seasonal or campaigns and initiatives) have been incorporated into any contract entered into by the Group; 5.1.4 no Group Company has acquired, sold, transferred or otherwise disposed of any assets of whatsoever nature or cancelled or waived or released or discounted in whole or in part any debts or claims, except in each case in the ordinary course of business; 5.1.5 no Group Company has purchased or reduced any of its share capital, nor declared, paid or made any dividend or distribution of any kind on any class of shares; 5.1.6 there has not been any material change in short-term or long-term debts and no Group Company has taken on or become subject to any material contingent liability; 5.1.7 no Group Company has sustained any material loss or interference with its business from any labour dispute or court or governmental or administrative action, order or decree; 5.1.8 no dividend or other distribution has been, or is treated as having been, declared, made or paid by any Group Company; 5.1.9 there has not been: (a) any Encumbrance on any asset, or any lease of property, including equipment, other than such Encumbrances created in the ordinary course of business of the Group and tax liens with respect to taxes not yet due and statutory rights of customers in inventory and other assets; (b) any lapse of any patent, utility models, design, trademark, trade name, service xxxx, copyright, or licence or any application with respect to the foregoing by any Group Company which is material in the context of the business of the Group; (c) no business the making of any Acquired loan, advance, indemnity or guarantee by any Group Company has been materially and adversely affected by to or for the loss benefit of any important customer or source person except the creation of supply;accounts receivable in the ordinary course of business; or (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 agreement 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 the shareholders (or any class of shareholders) of any Acquired Group Company has been passed; (o) no management or similar charge has become payable or been paid by any Acquired Group Company; and (p) no payment has been made by any Acquired Group Company to, nor has any Acquired Group Company conferred any benefit (directly or indirectly) on, the Vendor, any past or present director of any Acquired Group Company or any person who is or was at the relevant time an Associate of the Vendor or any such director.

CHANGES SINCE THE ACCOUNTS DATE. 8.1 Since the Accounts Date: (a) 8.1 the Company's 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 interruption, both as regards its nature, scope or mannerextent and manner and so as to maintain it as a going concern; (b) each Acquired Group Company has traded at profit and 8.2 there has been no material adverse change in the turnover, financial or trading position of any Acquired Group Company or (as far as the Sellers are aware) the prospects of the Acquired GroupCompany and as far as the Sellers are aware there is no fact or circumstance which might give rise to any such change; (c) 8.3 there has been no business reduction in the value of any Acquired Group the net tangible assets of the Company on the basis of the valuations used in the Accounts; 8.4 the Company has been materially and adversely affected by not, other than in the loss ordinary course of any important customer its business: 8.4.1 acquired or source of supply; (d) no Acquired Group Company has acquired disposed of, or agreed to acquire or dispose of, any asset having a value in excess of USD $25,000 business or for a consideration which is higher than open market value at the time of such asset's acquisition;; or (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 8.4.2 assumed or incurred incurred, or agreed to assume or incur incur, a liability, obligation, expense or capital expenditure (whether, in any liability (case, actual or contingent), obligation, commitment or expenditure (including any borrowing or indebtedness) involving an amount in excess of USD $25,000; (j) 8.5 none of the fixed assets of the Company shown in the Accounts or acquired by the Company since the Accounts Date has been lost, damaged or destroyed and there has been no Acquired Group material reduction in their value; 8.6 the Company has repaidnot made, or agreed or become liable to repaymake, any borrowing material price reductions or other indebtedness in advance allowances or price increases on sales of stock or the provision of its due date; orservices; (k) no Acquired Group 8.7 the Company has not changed its accounting reference period; 8.8 the Company has not declared, made or paid any dividend or other distribution; (l) 8.9 no Acquired Group resolution of the members of the Company has allotted or issued any share or loan capital (or any security giving rise to a right overclass thereof) has been passed (other than routine business at the annual general meeting); 8.10 the Company has not created, allotted, issued or an interest in, acquired any share or loan capital) , or capitalised any reserves made an agreement or agreed arrangement or undertaken an obligation to do any of the foregoingthose things; (m) no Acquired Group 8.11 as far as the Sellers are aware the Company has reduced its share capital, redeemed not done or repaid any of its share or loan capital or purchased any of its own shares or agreed omitted to do any anything which will or might prejudicially affect the goodwill of the foregoing; (n) no resolution of the shareholders (or any class of shareholders) of any Acquired Group Company has been passed; (o) no management or similar charge has become payable or been paid by any Acquired Group Company; and 8.12 the Company has not been adversely affected by the termination, or a change in the terms, of an important agreement (pbeing an agreement where the amount received by or paid out by the Company exceeds 5% of the Company’s annual turnover in the year to the Accounts Date) no payment has been made or by the loss of or material reduction in orders from a material customer (being a customer from whom the Company derived income exceeding 5% of the Company’s annual turnover in the year to the Accounts Date) or the loss of or material reduction in any source of supply or by any Acquired Group Company to, nor has any Acquired Group Company conferred any benefit (directly abnormal factor not affecting similar businesses to a similar extent and as far as the Sellers are aware there is no fact or indirectly) on, the Vendor, any past or present director of any Acquired Group Company or any person who is or was at the relevant time an Associate of the Vendor or circumstance which might give rise to any such directoradverse effects.

CHANGES SINCE THE ACCOUNTS DATE. 8.1 Since 5.1 Save as disclosed in the Prospectus, since the Accounts Date: (a) the business of 5.1.1 each Acquired Group Company has been carried on as a going concern and will carry on business in the ordinary and usual course without so as to maintain it as a going concern and in the same manner as previously carried on and since such date has not entered into any material interruption contract, transaction or material alteration in its commitment outside the ordinary course of business or of an unusual or onerous nature, scope or manner; (b) each Acquired Group Company has traded at profit and 5.1.2 there has been no material adverse change change, or any development involving a prospective material adverse change, in the general affairs, management, financial condition or trading position prospects of any Acquired Group Company the said business or the earnings, business affairs or net asset value of the said business or of the Acquired Group taken as a whole as compared with the position or prospects disclosed by the audited combined net assets of the Group referred to in paragraph 4.1 above and there has been no damage, destruction or loss (whether or not covered by insurance) affecting the said business or its assets; 5.1.3 each Group Company has continued to pay its creditors in the ordinary course of business and no trade discounts or other special terms (not being in the ordinary course of business, and accordingly excluding other seasonal or campaigns and initiatives) have been incorporated into any contract entered into by the Group; 5.1.4 no Group Company has acquired, sold, transferred or otherwise disposed of any assets of whatsoever nature or cancelled or waived or released or discounted in whole or in part any debts or claims, except in each case in the ordinary course of business; 5.1.5 no Group Company has purchased or reduced any of its share capital, nor declared, paid or made any dividend or distribution of any kind on any class of shares; 5.1.6 there has not been any material change in short-term or long-term debts and no Group Company has taken on or become subject to any material contingent liability; 5.1.7 no Group Company has sustained any material loss or interference with its business from any labour dispute or court or governmental or administrative action, order or decree; 5.1.8 no dividend or other distribution has been, or is treated as having been, declared, made or paid by any Group Company; 5.1.9 there has not been: (a) any Encumbrance on any asset, or any lease of property, including equipment, other than such Encumbrances created in the ordinary course of business of the Group and tax liens with respect to taxes not yet due and statutory rights of customers in inventory and other assets; (b) any lapse of any patent, utility models, design, trademark, trade name, service mark, copyright, or licence or any application with respect to the foregoing by any Group Company which is material in the context of the business of the Group; (c) no business the making of any Acquired loan, advance, indemnity or guarantee by any Group Company has been materially and adversely affected by to or for the loss benefit of any important customer or source person except the creation of supply;accounts receivable in the ordinary course of business; or (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 agreement 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 the shareholders (or any class of shareholders) of any Acquired Group Company has been passed; (o) no management or similar charge has become payable or been paid by any Acquired Group Company; and (p) no payment has been made by any Acquired Group Company to, nor has any Acquired Group Company conferred any benefit (directly or indirectly) on, the Vendor, any past or present director of any Acquired Group Company or any person who is or was at the relevant time an Associate of the Vendor or any such director.

CHANGES SINCE THE ACCOUNTS DATE. 8.1 5.1 Since the Accounts Date: (a) 5.1.1 save as disclosed in the business of Prospectus, each Acquired Group Company has been carried on as a going concern and will carry on business in the ordinary and usual course without so as to maintain it as a going concern and in the same manner as previously carried on and since such date has not entered into any material interruption contract, transaction or material alteration in its commitment outside the ordinary course of business or of an unusual or onerous nature, scope or manner; (b) each Acquired Group Company has traded at profit and 5.1.2 there has been no material adverse change change, or any development involving a prospective material adverse change, in the general affairs, management, financial condition or trading position prospects of any Acquired Group Company the said business or the earnings, business affairs or net asset value of the said business or of the Acquired Group taken as a whole as compared with the position or prospects disclosed by the audited combined financial statements of the Group referred to in paragraph 4.1 above and there has been no damage, destruction or loss (whether or not covered by insurance) materially and adversely affecting the said business or its assets; 5.1.3 each Group Company has continued to pay its creditors in the ordinary course of business and no trade discounts or other special terms (not being in the ordinary course of business, and accordingly excluding other seasonal or campaigns and initiatives) have been incorporated into any contract entered into by the Group; 5.1.4 no Group Company has acquired, sold, transferred or otherwise disposed of any assets of a material nature or cancelled or waived or released or discounted in whole or in part any debts or claims, except in each case in the ordinary course of business; 5.1.5 no Group Company has purchased or reduced any of its share capital, nor declared, paid or made any dividend or distribution of any kind on any class of shares; 5.1.6 there has not been any material change in short-term or long-term debts and no Group Company has taken on or become subject to any material contingent liability; 5.1.7 no Group Company has sustained any material loss or interference with its business from any labour dispute or court or governmental or administrative action, order or decree; 5.1.8 no dividend or other distribution has been, or is treated as having been, declared, made or paid by any Group Company; 5.1.9 there has not been: (a) any Encumbrance on any asset, or to the best knowledge and belief of the Warrantors, any lease of property, including equipment, other than such Encumbrances created in the ordinary course of business of the Group and tax liens with respect to taxes not yet due and statutory rights of customers in inventory and other assets; (b) any lapse of any patent, utility models, design, trademark, trade name, service mark, copyright, or licence or any application with respect to the foregoing by any Group Company which is material in the context of the business of the Group as a whole; (c) no business the making of any Acquired loan, advance, indemnity or guarantee by any Group Company has been materially and adversely affected by to or for the loss benefit of any important customer or source person except the creation of supply;accounts receivable in the ordinary course of business; or (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 agreement 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 the shareholders (or any class of shareholders) of any Acquired Group Company has been passed; (o) no management or similar charge has become payable or been paid by any Acquired Group Company; and (p) no payment has been made by any Acquired Group Company to, nor has any Acquired Group Company conferred any benefit (directly or indirectly) on, the Vendor, any past or present director of any Acquired Group Company or any person who is or was at the relevant time an Associate of the Vendor or any such director.