Common use of EVENTS SINCE THE ACCOUNTS DATE Clause in Contracts

EVENTS SINCE THE ACCOUNTS DATE. Since the Accounts Date as regards each member of the Group: (i) there has been no material adverse change in its financial position or prospects or conditions, assets, liabilities; (ii) there are no facts or circumstances which will or are likely to have any material adverse effect on its financial position or conditions, assets or liabilities; (iii) its business has been carried on in the ordinary and usual course and in the same manner (including nature and scope) as in the past; (iv) other than in the ordinary course of business, none of its debts or other receivables, trading stock, goods, plant machinery or equipment has been factored or sold or agreed to be sold; (v) no dividend or other distribution has been declared, made or paid to its members or Purchaser; (vi) no share or loan capital or any other security giving rise to a right or the capital has been allotted or issued or agreed to be issued or allotted; (vii) no transaction has been entered into or liabilities (including contingent liability) assumed or incurred or payment made which is not provided for in the Accounts, otherwise than in the ordinary course of business; and/or for the purposes of settlement of liabilities between members of the Group; (viii) no change has been made to its accounting reference period; (ix) none of its assets has been acquired or disposed of, or agreed to acquire or dispose of, except in the ordinary course of business; (x) no borrowing or indebtedness has been repaid in advance of its stated maturity except through a voluntary refinancing management on commercial terms which are more favorable to the Company than the borrowing or indebtedness being repaid; (xi) there has been no material increase or decrease in the levels of its debtors or creditors or in the average collection or payment periods for the debtors and creditors respectively; and (xii) no debtor has been released on terms that it pays less than book value of its debt and no debt owing has been deferred, subordinated or written off or has proved to any extent irrecoverable.

EVENTS SINCE THE ACCOUNTS DATE. 3.1 Since the Accounts Date as regards each member of the GroupDate: (ia) the business of each Group Company has been conducted in the ordinary course; (b) there has been no material adverse change in its the financial or trading position or prospects or conditions, assets, liabilitiesof any Group Company; (iic) no asset of a value in excess of one hundred thousand US dollars (US$100,000) has been acquired or disposed of by any Group Company other than in the ordinary course of business, nor has there are no facts been any agreement to acquire or circumstances which will or are likely to have dispose of any material adverse effect on its financial position or conditions, assets or liabilitiessuch asset; (iiid) its business so far as the Management Sellers are aware, no liability (actual or contingent) has been carried on incurred by or arisen in the ordinary and usual course and relation to any Group Company which is either unquantifiable or of an amount in the same manner excess of one hundred thousand US dollars (including nature and scope) as in the past; (ivUS$100,000) other than in the ordinary course of business, none of its debts or other receivables, trading stock, goods, plant machinery or equipment has been factored or sold or agreed to be sold; (ve) no dividend or other distribution has been been, or has agreed to be, declared, made or paid to its members or Purchaserby any Group Company; (vif) no share Group Company has borrowed or loan raised any money and no individual item of capital expenditure, or any other security giving rise to a right or the series of connected items of capital expenditure, has been allotted or issued or agreed to be issued or allotted; incurred in an amount in excess of one hundred thousand US dollars (viiUS$100,000) no transaction has been entered into or liabilities (including contingent liability) assumed or incurred or payment made which is not provided for in the Accounts, otherwise other than in the ordinary course of business; and/or for the purposes of settlement of liabilities between members of the Group; (viii) no change has been made to its accounting reference period; (ix) none of its assets has been acquired or disposed of, or agreed to acquire or dispose of, except in the ordinary course of business; (xg) no borrowing Group Company has issued or indebtedness has been repaid in advance of its stated maturity except through a voluntary refinancing management on commercial terms which are more favorable agreed to the Company than the borrowing issue any share or indebtedness being repaid; (xi) there has been no material increase loan capital or decrease in the levels of its debtors or creditors or in the average collection or payment periods for the debtors and creditors respectivelyother similar interest; and (xiih) all book debts contained in the Accounts have been realised for an amount not less than that stated or reflected in the Accounts, no debtor debts or other receivables have been factored, sold or agreed to be sold and, so far as the Management Sellers are aware, no indication has been released on terms received that it pays less than book value of its debt and no any debt owing to any Group Company is bad or doubtful. 3.2 There are no debts of the Group which have been outstanding for a period in excess of one hundred and eighty (180) days as at the date of this Agreement. [***] Confidential treatment has been deferred, subordinated or written off or requested for the bracketed portions. The confidential redacted portion has proved to any extent irrecoverablebeen omitted and filed separately with the Securities and Exchange Commission.

EVENTS SINCE THE ACCOUNTS DATE. 4.1 Since the Accounts Date as regards each member of to the Group:date hereof, (ia) there has been no material adverse change in its financial position 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 prospects or conditions, assets, liabilities1(q) of Schedule 5 had such matter occurred after the date hereof; (iib) there are has not been any Material Adverse Effect, and no facts event has occurred or circumstances which will or are likely circumstance exists that, so far as Seller is aware, would reasonably be expected to have result in any material adverse effect on its financial position or conditions, assets or liabilitiesMaterial Adverse Effect; (iiic) its business has been 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 and usual course and in the same manner (including nature and scope) as in the pastof business; (ivd) other than in the ordinary course of business, none no material increase in the rates of its debts commissions paid to any General Agency, Life Planner or other receivablesbroker of the Company, trading stock, goods, plant machinery or equipment has been factored or sold or agreed to be soldoccurred; (ve) no dividend 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 distribution has been declared, made or paid to its members or Purchaserthan as required by Applicable Law; (vif) no share material change in the interest rate or loan capital or financial terms applicable to any other security giving rise to a right or intra-group Indebtedness between the capital Company and any member of the Seller’s Group has been allotted or issued or agreed to be issued or allotted;occurred; or (viig) no transaction 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 liabilities approving any of paragraphs 4.1(d) through (including contingent liabilityg) assumed or incurred or payment made which is not provided for in the Accounts, otherwise than in the ordinary course of business; and/or for the purposes of settlement of liabilities between members of the Group; (viii) no change has been made to its accounting reference period; (ix) none of its assets taken by the Company, and no agreement relating thereto has been acquired or disposed of, or agreed to acquire or dispose of, except in entered into by the ordinary course of business; (x) no borrowing or indebtedness has been repaid in advance of its stated maturity except through a voluntary refinancing management on commercial terms which are more favorable to the Company than the borrowing or indebtedness being repaid; (xi) there has been no material increase or decrease in the levels of its debtors or creditors or in the average collection or payment periods for the debtors and creditors respectively; and (xii) no debtor has been released on terms that it pays less than book value of its debt and no debt owing has been deferred, subordinated or written off or has proved to any extent irrecoverableCompany.

EVENTS SINCE THE ACCOUNTS DATE. 5.1 Since the Accounts Date as regards each member of the GroupDate: (iA) there has been no material adverse change in its financial position or prospects or conditions, assets, liabilitiesMaterial Adverse Change; (iiB) there are no facts or circumstances which will or are likely to the business of each member of the Group and the Group as a whole have any material adverse effect on its financial position or conditions, assets or liabilities; (iii) its business has been carried on in the ordinary and usual normal course and in so as to maintain each member of the same manner (including nature and scope) Group as in the pasta going concern; (ivC) other up until and including 30 September 2012, each member of the Group has maintained rates of profitability not less than the rates of profitability for the corresponding months in the financial year ended on the Accounts Date; (D) except in the ordinary course of business, none no member of its debts or other receivables, trading stock, goods, plant machinery or equipment the Group has been factored or sold made or agreed to be soldmake any material payment or entered into any transaction or commitment or incurred any material liability; (vE) no dividend resolution in general meeting or written resolution of the shareholders of any member of the Group has been passed other than resolutions relating to the routine business of annual general meetings, including with respect to any amendment to the memorandum and articles of association or other distribution has been declared, made or paid to its members or Purchaserconstitutional documents; (viF) no share or loan capital or any other security giving rise to a right or the capital has been allotted or issued or agreed to be issued or allotted; (vii) no transaction has been entered into or liabilities (including contingent liability) assumed or incurred or payment made which is not provided for in the Accounts, otherwise than in the ordinary course of business; and/or for the purposes of settlement of liabilities between members member of the Group; (viii) no change Group has been made to its accounting reference period; (ix) none of its assets has been acquired or disposed of, of or agreed to acquire or dispose of, except of any business or any material asset other than in the ordinary course of business; (xG) no borrowing or indebtedness change in the accounting reference period of any member of the Group has been repaid in advance of its stated maturity except through a voluntary refinancing management on commercial terms which are more favorable to the Company than the borrowing or indebtedness being repaidmade; (xiH) up until and including the date of this Agreement, there has been no change of Laws, no revocation or change in any contract or permit or right to do business which has resulted, or could reasonably be expected to result, in a material adverse change in the operations or financial position of the Company; (I) no member of the Group has authorised or issued any distributions or declared or paid any dividend upon or with respect to any of its capital stock or other equity interests, nor has any member of the Group redeemed, purchased or otherwise acquired, or issued or sold, any of its capital stock or other equity interest; (J) up until and including the date of this Agreement, no member of the Group has offered or agreed to offer any material price reductions, discounts or rebates to any of the 25 largest broker-dealer customers or clients (by revenues generated by the Company in the most recently completed fiscal year or the current fiscal year up until and including 30 September) not otherwise reflected in the Accounts or set forth in the Disclosure Letter; (K) no member of the Group has incurred any fines or penalties for failing to pay its creditors within the times agreed with them and there has been no change in the manner or timing of the invoicing or debt collection of any member of the Group; (L) up until and including the date of this Agreement, no customer, client, vendor or supplier that paid to or received from the Company more than £100,000 in 2011 or would reasonably be expected to pay to or receive from the Company more than £100,000 in 2012 has indicated to the Group its intention to materially and adversely vary the terms on which it does business with the Group for any reason; and (M) there has been no material increase change in any compensation arrangement or decrease agreement with any Senior Employee or director, other than in the levels ordinary course of its debtors or creditors or business. 5.2 No member of the Group has any Liabilities except those specifically provided for in the average collection Accounts or payment periods for Management Accounts or incurred in the debtors and creditors respectively; and (xii) no debtor has been released on terms that it pays less than book value normal course of its debt and no debt owing has been deferred, subordinated or written off or has proved to any extent irrecoverablebusiness.

EVENTS SINCE THE ACCOUNTS DATE. Since the Accounts Date as regards each member and up to the date of the Groupthis Agreement: (iA) there has been no material adverse change in its financial position or prospects or conditions, assets, liabilities;Material Adverse Change: (iiB) there are no facts or circumstances which will or are likely to have any material adverse effect on its financial position or conditions, assets or liabilities; (iii) its business the IWC Business as a whole has been carried on on, in the ordinary and usual course and in the same manner (including nature and scope) as in the past; (iv) other than all material respects, in the ordinary course of business, none of its debts or other receivables, trading stock, goods, plant machinery or equipment has been factored or sold or agreed and consistent with past practice during the 36 months prior to be soldthe Accounts Date; (vC) no dividend resolution in general meeting or written resolution of the shareholders or quotaholders of the Company has been passed, other than resolutions relating to the ordinary course of the IWC Business, the routine business of annual general meetings and those resolutions necessary or desirable to give effect to the transactions contemplated by this Agreement (including the Pre-Sale Reorganisation); (D) no change in the accounting reference period has been made; (E) no distribution of capital, income or return of funds or stock has been declared, made or paid to its members or Purchaserby the Company, nor has there been any reduction of paid up share capital by the Company; (viF) the Company or Asset Seller (as the case may be) has not entered into, or agreed to enter into, any unbudgeted capital commitments which when aggregated with the other capital commitments of the IWC Business exceed the total capital budget of the IWC Business; (G) no share or loan capital or any other security giving rise to a right or the capital has been allotted or issued or agreed to be issued or allottedby the Company; (viiH) no transaction Senior Employee has been entered into dismissed or liabilities given or received notice of termination of employment (including contingent liabilityunless circumstances exists justifying summary dismissal) assumed or incurred or payment made which is not provided for nor has any material change in the Accounts, otherwise than in the ordinary course employment terms of business; and/or for the purposes of settlement of liabilities between members of the Group; (viii) no change has such Senior Employee been made to its accounting reference period; (ix) none of its assets has been acquired or disposed of, or agreed to acquire or dispose of, except in the ordinary course of business; (x) no borrowing or indebtedness has been repaid in advance of its stated maturity except through a voluntary refinancing management on commercial terms which are more favorable to the Company than the borrowing or indebtedness being repaid; (xi) there has been no material increase or decrease in the levels of its debtors or creditors or in the average collection or payment periods for the debtors and creditors respectivelymade; and (xiiI) no debtor neither the Company or Asset Seller (as the case may be) has been released on terms that it pays less than book value acquired or disposed of its debt and no debt owing has been deferred, subordinated any business or written off or has proved to any extent irrecoverableactivity as a going concern.