Position since Accounts Date save as Disclosed, since the Accounts Date:
(a) the Business has been carried on in the ordinary course and so as to maintain it as a going concern;
(b) there has been no Material Adverse Change in the financial or trading position or prospects of the Seller and the Business;
(c) there has been no reduction amounting to a Material Adverse Change in the value of the net tangible assets of the Seller and the Business on the basis of the valuations adopted in the Accounts;
(d) the Seller has not entered into any transaction which has given rise or shall give rise to a liability to Taxation on the Seller (or would have done so or would or might do so but for the availability of any relief, allowance, deduction or credit) other than profits tax on actual income (and not chargeable gains or deemed income) of the Seller arising from transactions entered into in the ordinary course of business;
(e) the Business has not been affected by the loss of any important customer or source of supply or by any abnormal factor not affecting similar businesses to a similar extent and the Seller are not aware of any facts likely to give rise to any such effect whether before or after Closing;
(f) the Seller has not acquired or disposed of or agreed to acquire or dispose of any business or any asset;
(g) no debtor has been released by the Seller on terms that he pays less than the book value of any debt (subject to settlement discounts on the usual terms which have been Disclosed to the Buyer) and no debt has been written off or has proved to be irrecoverable to any extent;
(h) the Seller has not paid any service, management or similar charges or any interest or amount in the nature of interest to any other person or incurred any liability to make such a payment other than in the ordinary course of business;
(i) the Seller does not have any known, material liabilities (whether accrued, absolute, contingent, unliquidated or otherwise, whether due or to become due, regardless of when asserted) arising out of transactions or events entered into prior to the date of this Agreement, or any action or inaction, or any state of facts existing, with respect to or based upon transactions or events occurring prior to the date of this Agreement, except (i) liabilities reflected in the Accounts or Management Accounts, or (ii) liabilities that have arisen after the Accounts or Management Accounts Date in the ordinary course of business (none of which relates to breach of contract, breach of w...
Position since Accounts Date. Since the Accounts Date, except as set out in the Restructuring Agreements:
1. the Group Companies have carried on their business in the ordinary and usual course of business consistent with its past practice, and no Group Company has made or agreed to make any payment other than routine payments in the ordinary and usual course of business;
2. no Group Company has issued or agreed to issue any share or loan capital or other similar interest;
3. except in the ordinary course of business, no Group Company has entered into any contract, liability or commitment (whether in respect of capital expenditure or otherwise) which:
(a) cannot be performed within its terms within 6 months after the date on which it was entered into or cannot be terminated on less than 6 months’ notice; or
(b) involved or may involve expenditure of more than RMB20,000,000 or an obligation of a material nature or magnitude;
4. no Group Company has acquired or disposed of, or agreed to acquire or dispose of, any one or more assets in a single transaction or series of connected transactions, where the value of such assets, exceeds RMB20,000,000;
5. no Group Company has materially increased its liabilities, except in the ordinary course of business;
6. no Group Company has declared, authorised, paid or made any dividend or other distribution, nor has any Group Company reduced its paid-up share capital;
7. there has been no sale, mortgage, pledge, lease, transfer or otherwise disposal of any of the Group Company’s assets which are (i) outside the ordinary course of business or (ii) in excess of RMB20,000,000 in aggregate;
8. there has been no satisfaction or discharge of any lien, claim or encumbrance or payment of any obligation by any Group Company, except in the ordinary course of business and that is not material to the business of any Group Company, properties, prospects or financial condition of any Group Company;
9. there has been no declaration, setting aside or payment of dividends or other distribution in respect of any of the share capital of any Group Company, or any direct or indirect redemption, purchase or other acquisition of any such share capital by any Group Company; and
10. there has been no transaction with any related party of any of the Group Companies.
Position since Accounts Date. Since the Accounts Date:
4.2.1 apart from the dividends provided for or disclosed in the Accounts, no dividend or other distribution has been declared, paid or made by any Group Company to a party other than a Group Company;
4.2.2 the business of all Group Companies has been carried on in the Ordinary Course of Business and so as to maintain them as a going concern;
4.2.3 no Group Company has 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 Business; and
4.2.4 there has not occurred any Material Adverse Effect.
Position since Accounts Date. Since the Accounts Date:
(a) each Group Company has conducted its business in a normal and proper manner;
(b) no Group Company has entered into any unusual contract or commitment or otherwise departed from its normal course of trading;
(c) there has been no deterioration in the turnover, the financial or trading position or the prospects of any Group Company; and
(d) each Group Company has not received any claim from creditors regarding default in payments other than as disclosed in the Disclosure Letter and/or the Data Rom Information. As of Completion, all such claims have been satisfied or settled.
Position since Accounts Date. Since the Accounts Date:
(a) there has been no deterioration in the financial position or the prospects of the Company;
(b) the Company has paid its creditors within the times agreed with them and, without limiting the foregoing, and the Company has no indebtedness other than the indebtedness shown in the accounting records of the Company all of which shall be repaid before the Completion Date; and
(c) no event or circumstance has occurred that constitutes a Material Adverse Effect.
Position since Accounts Date. Since the Accounts Date, the Company has not been involved in any transaction which has given or may give rise to a liability to Tax on the Company other than Tax in respect of normal trading income or receipts of the Company arising from transactions entered into by it in the ordinary course of business. Since the Accounts Date, the Company has not changed any accounting method in respect of Taxes. The Company has appropriately classified the expenditure incurred by it as revenue and capital in nature and the same has been accordingly considered for the purpose of its Tax returns.
Position since Accounts Date. Since the Accounts Date:
(i) the Company has conducted its business in the ordinary course of business;
(ii) the Company has not entered into any contract not in the ordinary course of business;
(iii) there has been no material deterioration in the turnover, the trading performance or the financial position of the Company;
(iv) the Company has paid its creditors within the times agreed with them;
(v) no asset of a value or price in excess of EUR 50,000 has been acquired or disposed of or agreed to be acquired or disposed of by the Company on the fixed assets account, and no contract involving expenditure by it on the fixed assets account in excess of EUR 50,000 in total has been entered into by the Company;
(vi) no dividend or other distribution of profits or assets nor any bonus or similar payments to the Seller or the French Guarantor has been declared, made or paid by the Company, it being noted that a dividend declared in 2007 but not yet paid has as at Completion been waived by the Seller on the basis set out in part 4 of schedule 6;
(vii) no resolution of the Company in a shareholder meeting has been passed (including, in particular but without limitation to, a resolution to issue share capital) other than normal resolutions in the annual shareholders meeting;
(viii) no event has occurred which would entitle any third party (with or without the giving of notice) to call for the repayment of indebtedness of the Company prior to the normal maturity date;
(ix) the Company has not made any payment or incurred any liability to the Seller except in the ordinary course of business on normal commercial terms; and
(x) no fixed asset of the Company has been re-valued.
Position since Accounts Date. Since the Accounts Date:
(a) there has been no material adverse change in the financial position of the Business, except as a result of market conditions and other factors generally affecting similar businesses;
(b) the Business has been carried on in the ordinary course in all material respects and so as to maintain the same as a going concern;
(c) the Business has not incurred any capital expenditure or made any capital commitment of an amount in excess of GBP1,000,000 or disposed of any fixed assets having a value of more than GBP1,000,000 in aggregate;
(d) no sum or benefit has been paid, applied or voted to any Employee by way of remuneration, bonus, incentive or otherwise in excess of the amounts paid or distributed to them by the Seller at the Accounts Date so as to increase their total remuneration and no new service agreements have been made or entered into by the Seller since the Accounts Date and the Seller is not under contractual or other obligation to change the terms of service of any Employee; and
(e) save in the ordinary course of business, the Seller has not entered into any unusual long-term material contract or binding commitment in relation to the Business.
Position since Accounts Date. Since the Accounts Date:
(a) the Business has been carried on in the ordinary course and in the same manner as it was conducted prior to the Accounts Date;
(b) there has been no material adverse change in the financial or trading position, profitability, operations, prospects, the Assets or the liabilities of the Group taken as a whole, except as a result of market conditions and other factors generally affecting similar businesses;
Position since Accounts Date. Since the Accounts Date, except as provided in the Budget:
(a) there has been no material and adverse change in the financial position of the Group Companies as a whole except as a result of factors generally affecting similar businesses or generally affecting the economy in France;
(b) the business of the Group Companies has in all material respects been carried on in the ordinary and usual course;
(c) except for any dividends or other distributions provided for in the Accounts or in this Agreement or under existing intra-group arrangements for the repayment of inter-company loans with available Cash in accordance with past practice, no dividend, other distribution or repayment of inter-company debt has been declared or paid by a Group Company;
(d) no share capital or equity related instruments have been issued or agreed to be issued by a Group Company other than the capitalisation of inter-company debt, nor has there been any redemption of shares in any Group Company;
