Common use of Position since Accounts Date Clause in Contracts

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 warranty, tort, infringement, legal violation or environmental liability). (j) Schedule 9 sets forth a true, accurate and complete list of the name and address of each bank with which the Seller has an account or safe deposit box and the name of each person authorized to draw thereon or have access thereto.

Position since Accounts Date. save as Disclosed, since Since the Accounts Date: (a) 3.1 the Business business of the HHL Group has been carried on in the ordinary and usual course and so as to maintain it the same as a going concern; (b) 3.2 there has been no Material Adverse Change material deterioration either in turnover or in the financial or trading position or prospects of the Seller HHL Group compared with the same period during the preceding year 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 Warrantors are not aware of any facts matter or circumstance which has affected or is likely to give rise to any such effect whether before affect adversely the volume or after Closinglevel of trading of the HHL Group; (f) 3.3 the Seller HHL Group has not acquired or disposed of or agreed to acquire or dispose of any business or any assetmaterial asset or assumed or acquired any material liability (including a contingent liability) otherwise than in the ordinary course of business; (g) 3.4 the HHL Group has paid its creditors in accordance with their respective credit terms and there are no amounts owing by the HHL Group which have been due for more than 60 days; 3.5 no debtor has been released by the Seller HHL Group on terms that he pays less than the book value of any his debt (subject to settlement discounts on and in the usual terms which have been Disclosed last twelve months, no debt owing to the Buyer) and no debt HHL Group has been deferred, subordinated or written off or has proved to be irrecoverable to any extentextent irrecoverable; (h) the Seller 3.6 there has not paid been any servicematerial change in the assets or liabilities (including contingent liabilities) of the HHL Group as shown in the HHL Management Accounts except for changes arising from routine payments and from routine supplies of goods or of services in the normal course of trading; 3.7 all payments, management receipts and invoices of the HHL Group have been fully recorded in the books of the relevant HHL Group member; 3.8 there has not been any capitalisation of reserves of the HHL Group and the HHL Group has not issued or similar charges agreed to issue any share or loan capital other than that issued at the Accounts Date and has not granted or agreed to grant any option in respect of any share or loan capital and the HHL Group has not repaid any loan capital in whole or in part nor has it, by reason of any default by it in its obligations, become bound or liable to be called upon to repay prematurely any loan capital or borrowed monies; 3.9 there has been no resolution of or agreement by the holders of shares in HHL or any interest class thereof (except as provided in this agreement or amount with the prior written consent of the Purchaser) relating to the capital reorganisation or other change in the nature capital structure of interest HHL; 3.10 HHL has not changed its accounting reference period; 3.11 no supplier to any other person or incurred any liability customer of the HHL Group who accounted for more than five per cent of the HHL Group’s annual turnover in the last financial year has ceased to make such a payment other than trade with the HHL Group or notified the HHL Group in writing of its intention to do so; and 3.12 except in the ordinary course course, no action has been taken to accelerate collection of business; (i) the Seller does not have any known, material liabilities (whether accrued, absolute, contingent, unliquidated debts or otherwise, whether due product shipments or to become due, regardless delay payment of when asserted) arising out creditors or procurement 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 warranty, tort, infringement, legal violation or environmental liability)raw material. (j) Schedule 9 sets forth a true, accurate and complete list of the name and address of each bank with which the Seller has an account or safe deposit box and the name of each person authorized to draw thereon or have access thereto.

Position since Accounts Date. save as Disclosed, since Since the Accounts Date: (a) 3.1 the Business business of the Company has been carried on in the ordinary and usual course and so as to maintain it the same as a going concern; (b) there has been no Material Adverse Change in 3.2 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 Company has not acquired or disposed of or agreed to acquire or dispose of any business or any assetmaterial asset or assumed or acquired any material liability (including a contingent liability) otherwise than in the ordinary course of business; 3.3 there has not been any damage to or destruction or loss of any of the Company’s assets (gwhether leased or owned), whether or not covered by insurance, materially adversely affecting the Company; 3.4 there has not been any increase in the compensation or rate of compensation or commissions or bonuses payable or to become payable by the Company to any of its employees, any payment or accrual of, or commitment with respect to, any bonus plan or severance arrangement or any change or modification to any severance arrangement; 3.5 there has not been any sale, assignment, transfer or other disposition or lapse of any Intellectual Property or disclosure to any Person (other than employees of the Company in the scope of their employment) of any Intellectual Property; 3.6 there has not been any cancellation or compromise of any material claims or any waiver of any other material rights relating to the Company; 3.7 no debtor has been released by the Seller Company on terms that he pays less than the book value of any his debt (subject to settlement discounts on the usual terms which have been Disclosed to the Buyer) and no debt owing to the Company has been deferred, subordinated or written off or has proved to be irrecoverable to any extentextent irrecoverable; (h) the Seller 3.8 there has not paid been any service, management or similar charges or any interest or amount change in the nature of interest to any other person assets 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 including contingent liabilities) 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 Company as shown in the Accounts except for changes arising from routine payments and from routine supplies of goods or Management Accountsof services in the normal course of trading; 3.9 all payments, receipts and invoices of the Company have been accurately recorded in the books of the Company; 3.10 there has not been any capitalisation of reserves of the Company and the Company has not issued or (ii) liabilities agreed to issue any share or loan capital other than that have arisen after issued at the Accounts Date and has not granted or Management Accounts Date agreed to grant any option in respect of any share or loan capital and the Company has not repaid any loan capital in whole or in part nor has it, by reason of any default by it in its obligations, become bound or liable to be called upon to repay prematurely any loan capital or borrowed monies; 3.11 there has been no resolution of or agreement by the members of the Company or any class thereof (except as provided in this agreement or with the prior written consent of the Purchaser) and in particular there has been no capital reorganisation or other change in the ordinary course capital structure of the Company; 3.12 the Company has not changed its accounting reference period, accounting principles or accounting policies; 3.13 no supplier to or customer of the Company who accounted for more than five per cent of the Company’s annual turnover in the last financial year has ceased to trade with the Company or notified the Company of its intention to do so and the Company’s business has not been materially affected by any change in the terms of business (none of which relates to breach of contract, breach of warranty, tort, infringement, legal violation with such a supplier or environmental liability). (j) Schedule 9 sets forth a true, accurate and complete list of the name and address of each bank with which the Seller has an account or safe deposit box customer and the name Company has not been notified of each person authorized any such proposed change; 3.14 so far as the Warrantors are aware, there has not been any Material Adverse Change nor has there occurred any event that is reasonably likely to draw thereon or have access theretoresult in a Material Adverse Change.

Position since Accounts Date. save as Disclosed, since Since the Accounts Date: (a) the Business Group has been carried on its business in the ordinary course in all respects, and so as to maintain it as a going concernthere has been no Material Adverse Effect; (b) there has been no Material Adverse Change material impairment charges that are not in line with the Previous Announcements in respect of any assets of the Bank or of any Group Company, and there has been no increase in the financial provisions in respect of losses in relation to any mortgage, loans or trading position or prospects other assets of the Seller and Bank or of any Group Company that, in any of the Businessforegoing cases, would, or would be reasonably likely to, be (singly or in the aggregate) material in the context of the Transaction or post-Admission dealings in the Ordinary Shares; (c) there has been no reduction amounting to a Material Adverse Change other than as disclosed in the value circular dated 11 October 2010 relating to the disposal of the net tangible assets of Bank’s shareholding in M&T Bank Corporation and in relation to 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 reliefBZWBK Disposal, allowanceno Group Company has, deduction or credit) other otherwise 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, entered into or assumed or incurred any contract, commitment (whether in respect of capital expenditure or otherwise), borrowing, indebtedness in the nature of borrowing, guarantee, liability (including contingent liability) or any other agreement or obligation that, in any of the foregoing cases, would, or would be reasonably likely to, be (singly or in the aggregate) material in the context of the Transaction or post-Admission dealings in the Ordinary Shares; (ed) other than pursuant to the Business has not been affected by scheme operated pursuant to 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) National Asset Management Agency Xxx 0000, no debtor has been released by the Seller Bank to an extent which (singly or in the aggregate) is material in the context of the Transaction or post-Admission dealings in the Ordinary Shares on terms that he pays less than the book value of any his debt (subject to settlement discounts on the usual terms which have been Disclosed to the Buyer) and no debt of such material amount owing to the Bank or any Group Company has been deferred, subordinated or written off or has proved to be proven irrecoverable to any material extent; (he) no Group Company has been involved in any transaction which has resulted or would be reasonably likely to result (singly or in the Seller has not paid aggregate) in any service, management or similar charges liability for Tax on the Bank or any interest Group Company, which, in any of the foregoing cases, would, or amount would be reasonably likely to, be (singly or in the nature aggregate) material in the context of interest to any other person the Transaction or incurred any liability to make such a payment post-Admission dealings in the Ordinary Shares 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 a transaction in the ordinary course of business or a transaction which is provided for in the Accounts; (none of which relates to breach of contract, breach of warranty, tort, infringement, legal f) no Group Company has been in violation or environmental liability).default in any material respect under any agreement or arrangement to which any Group Company is a party, or under any statute, law, rule, regulation, judgement, order or decree applicable to any Group Company of any court, regulatory body, administrative agency, governmental body, arbitrator or other authority having jurisdiction over any Group Company or any of its or their properties, as applicable, and there are no circumstances likely to give rise to such default, to an extent which (singly or in the aggregate) would, or would be reasonably likely to, be material in the context of the Transaction or post-Admission dealings in the Ordinary Shares; (jg) Schedule 9 sets forth a truethere has been no occurrence which has, accurate or could reasonably be expected to, (either itself or together with any other occurrence) materially and complete list adversely affect the value of the name and address New Shares, the business, assets, liabilities, financial position, profitability or prospects of each bank with which any Group Company or any of the Seller property or assets of the Group; and (h) save for the bonus shares issued to the Commission on 13 May 2010, there has an account been no dividend or safe deposit box and the name distribution of each person authorized to draw thereon any kind (other than intra-group dividends) declared, paid or have access theretomade by any Group Company on any class of its securities.

Position since Accounts Date. save as Disclosed, since the Accounts Date: (a) Since the Business has been carried on in Accounts Date and compared to the ordinary course and so as to maintain it as a going concern; (b) Accounts, there has been no Material Adverse Change adverse change in the financial or trading position or in the prospects of the Seller and the Business; (c) there has been no reduction amounting to a Material Adverse Change in the value any of the net tangible assets of the Seller Group Companies and the Business on the basis of the valuations adopted in the Accounts; (d) the Seller no event, fact or matter has not entered into any transaction occurred 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 is likely to give rise to any such effect whether before or after Closingchange. (b) Since the Accounts Date and compared to the Accounts: (i) the business of each of the Group Companies has not been affected by any abnormal factor not affecting to a similar extent generally all companies carrying on similar businesses; (fii) full and proper records and books of accounts of the Seller transactions dealings and affairs of each of Group Companies, have been and will be kept, and full and proper entries have been and will be made; (iii) no fixed asset or stock has been written up nor any debt written off, and no unusual or abnormal contract has been entered into by any of the Group Companies; (iv) there has been no deterioration in the turnover or the finance or trading position or prospects of any of the Group Companies; (v) none of the Group Companies has, by doing or omitting to do anything, prejudiced its goodwill and its goodwill will not acquired be prejudiced in any way as a result of the execution of this Agreement or of any other matters contemplated by this Agreement or of any other things; (vi) none of the Group Companies has disposed of or agreed and will not prior to acquire or Completion 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 assets other than in the ordinary course of business, and no material capital expenditure nor material liabilities (including contingent liabilities) have been or will be incurred by it before Completion; (ivii) no resolutions have been passed by any of the Seller does not Group Companies in general meetings or by the directors in directors' meetings and nothing has been or will be done prior to Completion in the conduct or management of the affairs of any of the Group Companies which may reasonably be considered as likely to prejudice the interests of the Purchaser; (viii) none of the Group Companies has given nor agreed to give any guarantee, indemnity or surety putting it under a prospective or contingent liability that may remain after the date hereof; (ix) no dividend or other distribution has been declared, paid or made by any of the Group Companies; (x) there has been no material change in the level of borrowing or in the working capital requirements of any of the Group Companies; (xi) all transactions between any of the Group Companies and any of the Vendors or their respective group have any knownbeen on an arm's length basis and commercial terms; (xii) no contract, material liabilities liability or commitment (whether accrued, absolute, contingent, unliquidated in respect of capital expenditure or otherwise, whether due or to become due, regardless of when asserted) arising out of transactions or events has been entered into prior by any of the Group Companies which is of a long term or unusual nature or which involved or could involve an obligation of a material nature or magnitude; (xiii) no debtor has been released by any of the Group Companies on terms that it pays less than the book value of its debt and no material debt owing to any of the date Group Companies has been deferred, subordinated or written off or has proved to any extent irrecoverable; (xiv) no change has been made in terms of this Agreement, employment and any benefits in kind payable to employees and other employment related matters by any of the Group Companies or any action of the Vendors (other than those required by law) which could materially increase the total costs attributable to employment and employee benefits of any of the Group Companies; (xv) there has been no material increase 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 decrease in the Accounts levels of debtors or Management Accounts, creditors or (ii) liabilities that have arisen after the Accounts or Management Accounts Date in the ordinary course average collection or payment periods for the debtors and creditors respectively of business any of the Group Companies; and (xvi) none of which relates to breach the Group Companies has repaid any borrowing or indebtedness in advance of contract, breach of warranty, tort, infringement, legal violation or environmental liability)its stated maturity. (jc) Schedule 9 sets forth a trueThe trading prospects, accurate and complete list financial position or business of each of the name Group Companies have not been adversely affected as a result of any event or circumstances arising since the Accounts Date and address no such adverse effect is expected by any of each bank with which the Seller has an account or safe deposit box and Group Companies within the name of each person authorized to draw thereon or have access theretoimmediate future.

Position since Accounts Date. save as Disclosed, since 4.1 Since the Accounts Date: (a) Date the Business business of the Vendor has been carried on in the ordinary and usual course and so as to maintain it the same as a going concern; (b) ; and there has been no Material Adverse Change deterioration either in turnover or in the financial or trading position or in the prospects of the Seller and Vendor. 4.2 Without prejudice to the Business;generality of paragraph 4.1 since the Accounts Date:- (c) there has been no reduction amounting to a Material Adverse Change in 4.2.1 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 Vendor has not acquired or disposed of or agreed to acquire or dispose of any business or any assetmaterial asset or assumed or acquired any material liability (including a contingent liability) otherwise than in the ordinary course of business; (g) 4.2.2 the Vendor has paid its creditors in accordance with their respective credit terms and/or there are no amounts owing by the Vendor which are properly due and have been overdue for more than 4 weeks; 4.2.3 no debtor has been released by the Seller Vendor on terms that he pays less than the book value of any his debt (subject to settlement discounts on the usual terms which have been Disclosed to the Buyer) and no debt owing to the Vendor has been deferred subordinated or written off or has proved to be any extent irrecoverable to any extent; (h) and all book debts at the Seller has not paid any service, management or similar charges or any interest or amount date hereof are good and in the nature normal course of interest to any other person or incurred any liability to make such a payment other than events will be recoverable in full on their respective due dates in the ordinary course of businesscourse; 4.2.4 neither the turnover nor the expenses (idirect and indirect) nor the Seller does trading position nor the margin of profitability of the Vendor shows any material deterioration by comparison with the turnover expenses trading position and margin of profitability of the Vendor for the corresponding period in its last completed accounting reference period; 4.2.5 there has not have been any known, material change in the assets or liabilities (whether accrued, absolute, contingent, unliquidated or otherwise, whether due or to become due, regardless including contingent liabilities) 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 Vendor as shown in the Accounts except for changes arising from routine payments and from routine supplies of goods or of services in the normal course of trading save as expressly disclosed in the Management Accounts, or (ii) liabilities that ; 4.2.6 all payments receipts and invoices of the Vendor have arisen after the Accounts or Management Accounts Date been fully and accurately recorded in the ordinary course of business (none of which relates to breach of contract, breach of warranty, tort, infringement, legal violation or environmental liability). (j) Schedule 9 sets forth a true, accurate and complete list books of the name and address Vendor; 4.2.7 no supplier to or customer of each bank the Vendor who accounted for more than 5 per cent of the Vendor's annual turnover in the last financial year has ceased to trade with which the Seller has an account Vendor or safe deposit box and notified the name Vendor of each person authorized its intention to draw thereon or have access theretodo so.

Position since Accounts Date. save as Disclosed, since Since the Accounts Date: (a) the Business business of the Company has been carried on in the ordinary course and so as to maintain it the same as a going concern; (b) there the Company has been no Material Adverse Change not entered into any unusual (not in the financial ordinary course) contract or trading position commitment (other than contracts or prospects of commitments disclosed to the Seller and the BusinessPurchaser); (c) there has been no reduction amounting to a Material Adverse Change material adverse change in the value business financial or trading position, profitability, prospects or turnover of the net tangible assets of the Seller and the Business on the basis of the valuations adopted in the AccountsCompany; (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 except 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 dividends provided for in the ordinary course Accounts no dividend or other distribution of businessprofits or assets has been or agreed to be declared, made or paid by the Company; (e) the Business no material change has not been affected made in terms of employment by the loss of any important customer or source of supply or Company (other than those required by any abnormal factor not affecting similar businesses to a similar extent law, collective bargaining agreements and the Seller are not aware of any facts likely to give rise those made pursuant to any such effect whether before or after Closingannual salary review); (f) the Seller has not acquired no share or disposed of loan capital had been issued or agreed to acquire or dispose of any business or any assetbe issued by the Company; (g) no debtor capital commitment has been released entered into by the Seller on terms that he pays less than the book value Company to spend monies in excess 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 extentSEK 50,000; (h) so far as the Seller Vendors are aware there has not paid been no significant event or occurrence (including the loss of any service, management significant customer or similar charges supplier) which has had or any interest or amount in may following Completion have a material adverse effect on the nature of interest to any other person or incurred any liability to make such a payment other than in the ordinary course of Company’s business; (i) the Seller does Company has not have borrowed or raised any known, material liabilities money or taken any form of financial facility (whether accrued, absolute, contingent, unliquidated pursuant to a factoring arrangement 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 warranty, tort, infringement, legal violation or environmental liability).; (j) Schedule 9 sets forth a truethe Company has paid its creditors in accordance with their respective credit terms or (if not) within the time periods usually applicable to such creditors and save as disclosed there are no debts outstanding by the Company which have been due for more than eight weeks with an average overdue amount after eight weeks of more than SEK 50,000, accurate and complete list with the exception of the name obligations of the Company as set out in the CDA and address of each bank with which related agreements as between the Seller has an account or safe deposit box Company and the name Purchaser; (k) there has been no unusual (not in the ordinary course) change in the Company’s stock in trade or work in progress; and (l) no distribution of each person authorized capital or income has been declared, made or paid in respect of any share capital of the Company and (excluding fluctuations in overdrawn current accounts with bankers) no loan or share capital of the Company has been repaid in whole or part or has become liable to draw thereon be repaid in whole or have access theretopart.