Common use of Position since Accounts Date Clause in Contracts

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. (a) Since the Accounts Date there has been no material adverse change in the financial or trading position or in the prospects of any Group Company and no event, fact or matter has occurred which is likely to give rise to any such change. (b) Since the Accounts Date, except as set out in the Restructuring Agreements: 1. (i) the business of each Group Companies have Company has been 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 businesstrading; 2. (ii) no dividend or other distribution has been declared, paid or made by any Group Company (except for any dividends provided for in the Accounts); (iii) no share or loan capital has been allotted or issued or agreed to issue be allotted or issued by any share or loan capital or other similar interestGroup Company; 3. except (iv) there has been no material change in the ordinary course level of business, borrowing or in the working capital requirements of the Company; (v) 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 has been entered into by any Group Company which is of a long term or cannot be terminated on less than 6 months’ notice; or (b) unusual nature or which involved or may could involve expenditure of more than RMB20,000,000 or an obligation of a material nature or magnitude; 4. (vi) no Group Company has (whether in the ordinary and usual course of business or otherwise) acquired or disposed of, or agreed to acquire or dispose of, : (A) any one business or more any asset having a value in excess of HK$7,000,000 on an individual basis; or (B) businesses (each having a value in excess of HK$1,000,000 on an individual basis) and assets (each having a value in excess of HK$1,000,000 on an individual basis) having a single transaction or series combined value in excess of connected transactions, where HK$13,000,000; (vii) no debtor has been released by any Group Company on terms that it pays less than the book value of such assetsits debt and no debt owing to any Group Company has been deferred, exceeds RMB20,000,000subordinated or written off or has proved to any extent irrecoverable; 5. (viii) no Group Company has materially increased repaid any borrowing or indebtedness in advance of 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 Companiesstated maturity.

Position since Accounts Date. Since the Accounts Date, except as set out in the Restructuring Agreements: (1. ) the Group Companies have business of the Company has been carried on their business in the ordinary course and usual course of business consistent with its past practice, and no Group so as to maintain the same as a going concern; (2) the Company has made not entered into any unusual contract or commitment (other than contracts or commitments disclosed to the Purchaser); (3) there has been no material adverse change in the business financial or trading position, profitability, prospects or turnover of the Company taken as a whole on a year to date basis from the 2002 budget. (4) except for dividends provided for in the Audited Accounts no dividend or other distribution of profits or assets has been or agreed to make any payment be declared, made or paid by the Company (5) no material change has been made in terms of employment by the Company (other than routine payments in the ordinary those required by law, collective bargaining agreements and usual course of businessthose made pursuant to any annual salary review); 2. (6) no Group Company has share or loan capital had been issued or agreed to issue any share or loan capital or other similar interestbe issued by the Company; 3. except in the ordinary course of business, (7) no Group Company capital commitment has been entered into any contract, liability or commitment (whether by the Company to spend monies in respect excess of capital expenditure or otherwise) which:£25,000; (a) cannot be performed within its terms within 6 months after 8) so far as 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. Vendor is aware there has been no sale, mortgage, pledge, lease, transfer significant event or otherwise disposal occurrence (including the loss of any significant customer or supplier) which has had or may following Completion have a material adverse effect on the Company's business; (9) the Company has not borrowed or raised any money or taken any form of financial facility (whether pursuant to a factoring arrangement or otherwise); (10) the Group Company’s assets which are (i) outside the ordinary course of business Company has paid its creditors in accordance with their respective credit terms or (iiif not) in excess 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 RMB20,000,000 in aggregate;more than GBP 25,000. 8. (11) there has been no satisfaction or discharge of any lien, claim or encumbrance or payment of any obligation by any Group Company, except unusual change in the ordinary course Company's stock in trade or work in progress; and (12) no distribution of business and that is not material to the business of any Group Company, properties, prospects capital or financial condition of any Group Company; 9. there income has been no declarationdeclared, setting aside made or payment of dividends or other distribution paid in respect of any of the share capital of any Group Company, the Company and (excluding fluctuations in overdrawn current accounts with bankers) no loan or any direct or indirect redemption, purchase or other acquisition of any such share capital by any Group Company; and 10. there of the Company has been no transaction with any related party of any of the Group Companiesrepaid in whole or part or has become liable to be repaid in whole or part.

Position since Accounts Date. Since the Accounts Date, except as set out in the Restructuring Agreements: (1. the ) each Group Companies have carried on their Company has conducted its business in the ordinary and usual course of with a view to maintaining the business consistent with its past practice, and as a going concern; (2) no Group Company has entered into any unusual contract or commitment or assumed any liability or made or agreed to make any payment other than routine payments which is not provided for in full in the Accounts or which is not in the normal course of business or otherwise departed from its normal course of trading; (3) there has been no material deterioration in the turnover or the financial or trading position of any Group Company and, so far as the Sellers are aware, no event, fact or matter has occurred which will or is reasonably likely to give rise to any such change; (4) each of the Group Companies has paid its creditors within their respective credit terms; (5) there has not been any material change in the level of borrowing or in the working capital requirements of any Group Company; (6) no Group Company has disposed of or acquired any material asset or contracted to acquire or dispose of any material asset or entered into any transaction or contract or assumed or incurred any material liability or made any payment except in the ordinary and usual course of businesstrading and at arm’s length; 2. (7) no provision in the accounting records of any Group Company has been released; (8) no Group Company has issued repaid or agreed become liable to issue repay any share loan or loan capital or other similar interestindebtedness in advance of its stated maturity; 3. except (9) no resolution of the members of any Group Company has been passed; (10) no Group Company has incurred any indebtedness (other than trade credit in the ordinary course of business, business which is not overdue) which has not been repaid or satisfied; and (11) 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, enter into any one or more assets in a single transaction or series capital commitments exceeding an aggregate 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£25,000.

Position since Accounts Date. Since 6.1 So far as the Company is aware, since the Accounts Date, except as set out in the Restructuring Agreements: 1. the (a) each Group Companies have company has carried on their its respective business in the ordinary and usual course of business consistent with its past practicein all material respects, and there has been no Material Adverse Effect; (b) there has been no impairment or charges in respect of any assets of the Company or the Group, and there has been no increase in the provisions in respect of losses in relation to any mortgage, loans or other assets of the Company or of any Group company, except in any such case as would not result in a Material Adverse Effect; (c) save for any utilisation by the Company of the short-term liquidity measures being made available by the Bank of England (in the form notified by HM Government to the European Commission on 13 October 2008 and on 22 December 2008) or of the HM Treasury 2008 Credit Guarantee Scheme, no Group Company has made or agreed to make any payment other company has, otherwise 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 or assumed or incurred any contract, liability or commitment (whether in respect of capital expenditure or otherwise), borrowing, indebtedness in the nature of borrowing, guarantee, liability (including contingent liability) which:or any other agreement or obligation, except in any such case as would not result in a Material Adverse Effect; (ad) cannot be performed within its terms within 6 months after the date on which it was entered into or cannot be terminated on less other 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, no debtor has been released by the Company to an extent which (singly or in the aggregate) is material in the context of the Rights Issue, underwriting of the Underwritten Shares, Admission or post-Admission dealings in the Ordinary Shares on terms that he pays less than the book value of his debt and no debt of such material amount owing to the Company or any Group company has been deferred, subordinated or written off or has proven irrecoverable to any material extent; 6. (e) no Group company has been involved in any transaction (other than the compensatory open offer agreement entered into by the Company on 20 March 2009), which has declared, authorised, paid resulted or made would be reasonably likely to result (singly or in the aggregate) in any dividend material liability for tax on the Company 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 company other than a transaction in 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 a transaction in respect of which the liability for tax is provided for or taken into account in any of provision for tax contained in the share capital of any Group Company, Accounts or any direct or indirect redemption, purchase or other acquisition of any such share capital the Interim Accounts incorporated by any Group Companyreference in the Prospectus; and 10. there (f) no Group company has been in default in any material respect under any agreement or arrangement to which any Group company is a party and which is or is reasonably likely to be material and, so far as the Company is aware, there are no transaction with any related party of any of the Group Companiescircumstances likely to give rise to such default.