Events since the Accounts Date. Since the Accounts Date, except in connection with or pursuant to the transactions contemplated by this Agreement (including the Contributions):
(a) its business has been carried on in the ordinary course and so as to maintain the same as a going concern;
(b) it has not acquired or disposed of or agreed to acquire or dispose of any business or any material asset (other than trading stock in the ordinary course of the business carried on by it) or assumed or acquired any material liability (including a contingent liability);
(c) no dividend or other distribution has been declared, made or paid to its members nor has it repaid any loan capital or other debenture;
(d) no change has been made (or agreed to be made) in the emoluments or other terms of employment of any of its employees who are in receipt of remuneration in excess of £100,000 per annum or of any of the directors of the Company nor has it paid any bonus or special remuneration to any such employee or any of its directors;
(e) it has not borrowed monies (except in the ordinary course of the business carried on by it or from its bankers under agreed loan facilities);
(f) there has not been any material deterioration in the financial position or prospects of the Business (whether in consequence of normal trading or otherwise);
(g) neither the trading nor the profitability of the Business shows, as regards turnover, the state of order book, expenses and profit margins, any material deterioration or downturn by comparison with the period ended on the Accounts Date;
(h) no part of the Business has been affected to a material extent by the loss of any important customer, or of any source of supply or by the cancellation or loss of any order or contract or by any other abnormal factor or event nor so far as the Warrantors are aware are there any circumstances likely to lead thereto;
(i) no employee has been dismissed or made redundant nor has the Company taken or omitted to take any action which would entitle any employee to claim that he has been constructively dismissed;
(j) no resignation or termination of employment of any officer or key employee of the Company;
(k) no material change to a material contract or agreement by which the Company or any of its assets is bound or subject; and
(l) there are no liabilities (including contingent liabilities) outstanding on the part of the Company other than those liabilities disclosed in the Accounts or incurred in the ordinary and proper course of business si...
Events since the Accounts Date. 4.1 Since the Accounts Date to the date hereof,
(a) there has not occurred any matter what would require the consent of the Purchaser pursuant to paragraphs 1(a), 1(b), 1(c), 1(g), 1(h), 1(i), 1(p) or 1(q) of Schedule 5 had such matter occurred after the date hereof;
(b) there has not been any Material Adverse Effect, and no event has occurred or circumstance exists that, so far as Seller is aware, would reasonably be expected to result in any Material Adverse Effect;
(c) the Company has, except for the transactions contemplated by the Transaction Documents, in all material respects carried on its operations and business activities in the ordinary course of business;
(d) other than in the ordinary course of business, no material increase in the rates of commissions paid to any General Agency, Life Planner or broker of the Company, has occurred;
(e) no material change in reinsurance, hedging, local/statutory reserving methodology, practices or policies (including, without limitation any related bonus adjustments or the methodology used to determine policyholders’ dividends and bonuses), valuation or risk based capital methodology, in each case as entered into or used by the Company, has occurred other than as required by Applicable Law;
(f) no material change in the interest rate or financial terms applicable to any intra-group Indebtedness between the Company and any member of the Seller’s Group has occurred; or
(g) no commitment for a capital expenditure has been entered into by the Company to spend monies in excess of, individually or, with respect to any related series of commitments, in aggregate, KRW 750,000,000.
4.2 Since the Accounts Date, no corporate action authorizing or approving any of paragraphs 4.1(d) through (g) has been taken by the Company, and no agreement relating thereto has been entered into by the Company.
Events since the Accounts Date. Save in each case for any matter consented to by Seadrill or NADL for the purposes of Clause 8, since the Accounts Date:
(A) there has been no material adverse change in the financial or trading position or prospects of any member of the Sale Group and so far as Rosneft is aware no circumstance has arisen which will give rise to any such change;
(B) the business of each member of the Sale Group has been carried on in the ordinary and usual course and in the same manner (including nature and scope) as in the past in all material respects;
(C) no resolution in general meeting or written resolution of shareholders of any member of the Sale Group has been passed;
(D) no change in the accounting reference period of any member of the Sale Group has been made;
(E) save for the Orenburg Acquisition, no member of the Sale Group has acquired or disposed of or agreed to acquire or dispose of any business or any material asset other than in the ordinary course of business and no contract involving material expenditure by it on capital account has been entered into by any member of the Sale Group; and
(F) no material debtor has been released by any member of the Sale Group on terms that he pays materially less than the book value of any debt and no material debt has been written off or has proved to be irrecoverable to any extent.
Events since the Accounts Date. 18.1 Since the Accounts Date:
(a) the business of each Group Company has been conducted in the ordinary course;
(b) there has been no adverse change in the financial or trading position or prospects of any Group Company;
(c) no asset has been acquired or disposed of nor has there been any agreement to acquire or dispose of any such asset;
(d) no liability (actual or contingent) has been incurred or has arisen which is either unquantifiable or of an amount in excess of ten thousand pounds(£10.000);
(e) no dividend or other distribution has been, or has agreed to be, declared, made or paid by any Group Company; and
(f) no Group Company has borrowed or raised any money and no capital expenditure has been incurred.
18.2 All book debts contained in the Accounts have been realised for an amount not less than that stated in the Accounts, no debts or other receivables have been factored, sold or agreed to be sold and no indication has been received that any debt owing to any Group Company is bad or doubtful.
18.3 There are no liabilities, obligations or commitments of any Group Company that would be required to be reflected on, or in the notes to, an audited consolidated balance sheet of the Group as at the date of this Agreement and at Completion prepared on the same bases as the Accounts.
Events since the Accounts Date. 12.1 Since the Accounts Date there has been no material change in:
(a) the financial or trading position or prospects of any Group Company;
(b) the value or state of assets or amount or nature of liabilities as compared with the position disclosed in the Accounts; or
(c) in the turnover, direct or indirect expenses or the margin of profitability of any Group Company as compared with the position disclosed for the equivalent period of the last financial year.
12.2 Each Group Company has since the Accounts Date carried on its business in the ordinary course and without interruption, so as to maintain it as a going concern and paid its creditors in the ordinary course and within the credit periods agreed with such creditors.
12.3 Since the Accounts Date no supplier of any Group Company has ceased or restricted supplies or threatened so to do, there has been no loss or material curtailment of the business transacted by any Group Company with any customer which at any time in the preceding financial year represented 5 per cent or more of the turnover of that Group Company and the Warrantors are not aware of any circumstances likely to give rise to any of the above.
12.4 Since the Accounts Date no Group Company has:
(a) incurred or committed to incur:
(i) material (and for the purposes of this sub-clause material shall mean a sum in excess of L20,000) capital expenditure; or
(ii) any liability whether actual or contingent except for full value or in the ordinary course of business;
(b) acquired or agreed to acquire:
(i) any asset for a consideration higher than its market value at the time of acquisition or otherwise than in the ordinary course of business; or
(ii) any business or substantial part of it or any share or shares in a body corporate;
(c) disposed of or agreed to dispose of, any of the assets of any Group Company, except in the ordinary course of business and for full value;
(d) repaid wholly or in part any loan except upon the due date or dates for repayment;
(e) issued or allotted share or loan capital, increased its authorised share capital, purchased or redeemed any shares, reduced or re-organised its share capital or agreed to do so; or
(f) declared or paid any distribution of profit.
12.5 None of the debts included in the Accounts or any of the debts subsequently arising have been the subject of factoring by any Group Company and the Warrantors are not aware of any circumstances which could result in any presently outstanding debt in excess of ...
Events since the Accounts Date. 7.8.1 Since the Accounts Date (or the Azur Acquisition with respect to Azur) and until (i) the Pre-Closing Reorganization Date (included) with respect to the Companies and Azur or (ii) the Closing Date (included) with respect to the Target Companies:
a) Azur and each Company and Target Company has conducted its respective activities in all respects in the ordinary and usual course of its respective normal day-to-day operations, consistent with past practices (save for transactions contemplated in the Agreement) with due care, attention and in compliance with applicable Laws; and
b) without limiting the generality of the foregoing, and to the exception of the performance of the transactions contemplated pursuant to the Agreement or the Overall Transaction:
(i) none of Azur, the Companies or Target Companies has entered into any joint venture arrangement, partnership or analogous arrangement with any person or any agreement or arrangement as a result of which another Entity may become a Target Company’s Subsidiary or agreed to subscribe for or purchase any share, shares, Securities, or other interest in any Entity, partnership, business, or other venture;
(ii) none of the Target Companies has entered into any agreement, arrangement or undertaking with the Sellers or any Related Party thereof, or terminated, waived or amended any existing agreements, arrangements or undertakings;
(iii) none of the Target Companies has entered into any agreement, arrangement or undertaking which is not on arms’ length terms;
(iv) none of the Target Companies has entered into, terminated or varied, amended or breached the terms of any Contract to which any of the Target Companies is a party;
(v) none of the Target Companies has given any guarantee, indemnity, or other agreement to secure the obligations of any Person;
(vi) none of Azur, the Companies or Target Companies has launched any other business line;
(vii) none of Azur, the Companies or Target Companies has transferred, pledged or otherwise created any Encumbrance over any of the Securities of any of the Target Companies; pledged the business (nantissement sur fonds de commerce) or any other material asset of any of the Target Companies, transferred;
(viii) none of Azur, the Companies or Target Companies has altered the issued share capital or purchase or redeemed any shares in the share capital of any of the Target Companies; issued or sold any new shares or any options, warrants or other rights to purchase any such new...
Events since the Accounts Date. Since the Accounts Date:
2.1 the Company has not been involved in any Event occurring outside of the ordinary course of its business;
2.2 no accounting period of the Company has ended for the purposes of Taxation; and
2.3 no disposal of any capital asset has taken place or other event occurred which will or may have the effect of crystallising a liability to Taxation which has not and would have been included in the provision for deferred Taxation contained in the Accounts if such a disposal or other event had been planned or predicted at the date on which the Accounts were drawn up.
Events since the Accounts Date. 7.1 None of the following events have occurred in relation to the Company since the Accounts Date:
7.1.1 a deemed (as opposed to actual) acquisition disposal or supply of assets goods, services or business facilities;
7.1.2 a disposal or supply of assets, goods, services or business facilities by the Company for a consideration which is treated for the purposes of Tax as less than the actual consideration;
7.1.3 a distribution within the meaning given by section 1000 CTA 2010 (meaning of distribution) or within section 1064 CTA 2010 (certain expenses of close companies treated as distributions);
7.1.4 a transaction or arrangement which includes or a series of transactions or arrangements which include any step or steps having no commercial or business purpose apart from the deferral, reduction or avoidance of a liability to Tax;
7.1.5 an Event giving rise to a balancing charge;
7.1.6 the Company ceasing or being deemed to cease to be a member of any Group or associated with any other Company for the purposes of Tax;
7.1.7 an Event which results in the Company being liable for Tax for which it is not primarily liable; or
7.1.8 an Event which gives rise to a liability of the Company for any penalty, surcharge or interest on Tax.
7.2 For the purposes of this paragraph 7 “business facilities” means business facilities of any kind including but not limited to a loan of money in a letting, hiring or licensing of any tangible or intangible property.
Events since the Accounts Date. 6.1 Since the Accounts Date, no Group Company has:
6.1.1 resolved to change its name or to alter its memorandum or articles of association or passed any other resolution;
6.1.2 allotted or issued or agreed to allot or issue any shares or any securities or granted or agreed to grant any right which confers on the holder any right to acquire any shares or other securities;
6.1.3 declared, paid or made any dividend or other distribution;
6.1.4 repaid, redeemed or purchased any of its share capital or loan capital or agreed to do so;
6.1.5 reduced its share capital;
6.1.6 resolved to be voluntarily wound up;
6.1.7 passed any resolution or obtained any consent from any of its members;
6.1.8 otherwise than in the ordinary course of business made, or agreed to make, any change (including any change by the incorporation, acquisition or disposal of a subsidiary or a business or assets in any case for a consideration representing open market value) in the nature or extent of its business;
6.1.9 created, or agreed to create, any Encumbrance over its business, undertaking or over any of its assets;
6.1.10 appointed new auditors;
6.1.11 made any change in its accounting reference period;
6.1.12 made any change in its accounting policies or practices that were not required by any Relevant Authority or pursuant to any changes to Accounting Standards;
6.1.13 made any capital expenditure or entered into, or agreed to enter into, any commitments involving capital expenditure exceeding £100,000 in the aggregate;
6.1.14 borrowed or lent, or agreed to borrow or lend, any money;
6.1.15 issued, or agreed to issue, any loan capital;
6.1.16 become liable to repay (wholly or partly) any loan, loan capital or preference capital, other than as a result of this Transaction.
6.2 Since the Accounts Date, each Group Company has:
6.2.1 operated its business so as to maintain it as a going concern without any material interruption or alteration in the nature, scope or manner of its business.
6.2.2 not acquired or disposed of, or agreed to acquire or dispose of, an asset for an amount which is lower than book value or lower than open market arm’s length value;
6.2.3 not assumed or incurred, or agreed to assume or incur, a material liability or obligation (including a contingent liability) outside the ordinary course of business;
6.3 Since the Accounts Date, there has been no change in the terms of employment of any employee of a Group Company or the pension fund commitments of the Group nor...
Events since the Accounts Date. 6.1 Since the Accounts Date:
(A) there has been no material adverse change in the financial or trading position or prospects of any member of the Group;
(B) the business of each member of the Group has been carried on in the ordinary and usual course and in the same manner as in the past;
(C) no resolution in general meeting or written resolution of shareholders of any member of the Group has been passed other than resolutions relating to the routine business of annual general meetings; and
(D) no change in the accounting reference period of any member of the Group has been made.
