Management Accounts. To the extent that it owns any Management Account (including any lock-box related thereto), each Guarantor shall comply with Section 5.1 of the Base Indenture with respect to each such Management Account (including any lock-box related thereto).
Management Accounts. The Management Accounts have been prepared in accordance with the accounting policies of the Group and on a consistent basis with the monthly management accounts of the Group and show a fair and reasonably comprehensive view of the state of affairs, assets, liabilities, financial position and profit or losses of the Group as at the Management Accounts Date.
Management Accounts. The Management Accounts: have been prepared in accordance with good accounting practice on a basis consistent with that upon which the management accounts of the Company for the period to the Accounts Date were prepared; reasonably reflect the financial affairs of the Company at the date to which they have been prepared and its results for the period covered by the Management Accounts; and are not inaccurate or misleading in any material respect. Since the Accounts Date as regards the Company: its business has been carried on in the ordinary course and so as to maintain the same as a going concern; 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); no dividend or other distribution (as defined by sections 1000, 1064 and 455, 459, and 460 of the CTA 2010) has been declared, made or paid to its members nor has it repaid any loan capital or other debenture; 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 £20,000 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; 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); there has not been any [material] deterioration in the financial position or prospects of the Business (whether in consequence of normal trading or otherwise); 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; 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; 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; and there are no liabilities (including contin...
Management Accounts. The Management Accounts:
(a) have been prepared in good faith, are not misleading and fairly present in all material respects, and do not materially misstate:
(i) the assets and liabilities of the member of the Groups as at the Management Accounts Date; and
(ii) the profits and losses and, where applicable, cash flows of the member of the Groups for that period ending on the Management Accounts Date, using the same accounting policies as adopted in the Financial Statements applied on a consistent basis (except that the period end adjustments which would arise on an audit have not been made, but which should not have a material impact to the profit and loss or the financial position of the Group); and
(b) as at the Management Accounts Date:
(i) make full provision for all actual liabilities;
(ii) disclose all contingent liabilities required to be disclosed by HKFRS; and
(iii) make provision reasonably regarded as adequate for all bad and doubtful debts.
Management Accounts. The Management Accounts have been carefully prepared in accordance with Accounting Practice in force at the time they were prepared and in accordance with accounting policies consistent with the management accounts produced in the preceding years and with the Audited Accounts. The Management Accounts present with reasonable accuracy the financial condition and the state of affairs of the Company at the date to which they were prepared and over the period to which they relate. The profits assets and liabilities have not been materially misstated in the Management Accounts.
Management Accounts. 5.1 The Management Accounts:
(a) have been prepared in accordance with good accounting practice on a basis consistent with that upon which the management accounts of the Company for the period to the Accounts Date were prepared;
(b) reasonably reflect the financial affairs of the Company at the date to which they have been prepared and its results for the period covered by the Management Accounts; and
(c) are not inaccurate or misleading in any material respect.
5.2 UM has been provided with a complete copy of the Management Accounts.
Management Accounts. The Management Accounts were prepared in accordance with the accounting policies of the Company and the Group utilised for the preparation of management accounts and in a manner consistent with that adopted in the preparation of its management accounts for all periods ended during the twelve months prior to the Last Accounting Date.
Management Accounts. 13.1 The Management Accounts have been carefully prepared on a basis consistent with the Accounts, reflect with material accuracy the trading position of the Company as at their date and for the period to which they relate, and are not affected by any extraordinary, exceptional, unusual or non recurring income, capital gain or expenditure or by any other factor known by the Warrantors rendering profits or losses for the period covered exceptionally high or low.
Management Accounts. The Management Accounts:
Management Accounts. Commencing from the First Closing Date until the Second Earnout Closing Date:
(a) The Buyer, the Seller and the Seller's Shareholder agree to cause the Company to provide the management accounts of the Company with respect to each calendar month, which shall be prepared in accordance with U.S. GAAP or in accordance with the accounting methods satisfactory to the Buyer. The Company shall provide to the Buyer and the Seller the monthly management accounts for the period by the First Closing Date and such management accounts shall be provided no later than ten days from the close of the previous calendar month.
(b) The Buyer, the Seller and the Seller's Shareholder agree to cause the Company to provide the management accounts of the Company with respect to each calendar quarter. The Company shall provide the quarterly management accounts for the period by the First Closing Date to the Buyer and the Seller and such management accounts shall be provided no later than fifteen days from the close of the previous calendar quarter.
(c) Company shall appoint Deloitte Touche Tohmatsu to review the quarterly management accounts described in paragraph (b) above.
(d) If the Buyer or the Seller disagrees with the audited quarterly management accounts, the disagreed party shall give notice to the other party within 5 business day upon the acceptance of such quarterly management accounts. The Parties shall consult with each other with respect to the quarterly management accounts. If no consensus with respect to the quarterly management accounts can be reached within 10 days upon the issuance of the notice for the disagreement, the two parties shall jointly appoint another international accounting firm to review the quarterly management. The result of its review shall be final and binding to each party. The auditing fees shall be equally born by the two parties. For the avoidance of doubt, the auditing of such accounting firm shall be only for the purpose of confirming the net income of the Company as stipulated in Article II, and shall have no relation to the figures in the management accounts publicly announced by the Buyer.
