Position since Last Accounts Date. (a) Since the Last Accounts Date there has been no Material Adverse Change in the financial or trading position or in the prospects of any Target Company and no event, fact or matter has occurred which is likely to give rise to any such change.
(b) Since the Last Accounts Date:
(i) the operation of each Target Company has been carried on in the ordinary and usual course, and no Target Company has made or agreed to make any payment other than routine payments in the ordinary and usual course of trading;
(ii) there has been no material change in the level of borrowing or in the working capital requirements of any Target Company;
(iii) all transactions between any Target Company and any Seller Group Company have been on an arm’s length basis and on commercial terms;
(iv) no dividend or other distribution has been declared, authorised, paid or made, nor has there been any reduction of paid-up registered capital, by any Target Company;
(v) no share or loan capital or other similar interest has been issued or agreed to be issued by any Target Company;
(vi) save for the Assets Injection Agreements and the Connected Transactions, no contract, liability or commitment (whether in respect of capital expenditure or otherwise) has been entered into by any Target Company which is of a long term or unusual nature or which involved or could involve an obligation of a material nature or magnitude;
(vii) save as provided in the Assets Injection Agreements or in the usual and ordinary course of business of any Target Company, no Target Company has acquired or disposed of, or agreed to acquire or dispose of any material business or any material asset having a value in excess of RMB100 million;
(viii) there has been no material increase or decrease in the levels of debtors or creditors or in the average collection or payment periods for the debtors and creditors respectively;
(ix) no debtor has been released by any Target Company on terms that it pays less than the book value of its debt and no material debt owing to any Target Company has been deferred, subordinated or written off or has proved to any extent irrecoverable;
(x) no change has been made in terms of employment and any benefits in kind payable to employees and other employment related matters by any Target Company or any Seller Group Company (other than those required by law) which could materially increase the total costs attributable to employment and employee benefits of the Target Company;
(xi) there has been ...
Position since Last Accounts Date. Since the Last Accounts Date:
(a) there has been no Material Adverse Change;
(b) each BKAP Subsidiary has carried on business in the ordinary and usual course and no BKAP Subsidiary has made or agreed to make any payment other than routine payments in the ordinary and usual course of trading;
(c) no BKAP Subsidiary has declared, authorised, paid or made any dividend or other distribution (whether in cash, stock or in kind) nor has it reduced any paid-up share capital (except for any dividends provided for in the Accounts);
(d) no BKAP Subsidiary has increased or reduced, or agreed to increase or reduce, its registered capital;
(e) no BKAP Subsidiary has entered into any material agreement outside the ordinary course of business, other than in connection with the Equity Transfers and the Agreement; and
(f) no BKAP Subsidiary has acquired or disposed of, or agreed to acquire or dispose of, any asset having a value in excess of US$1,000,000.
Position since Last Accounts Date. Since the Last Accounts Date no Group Company has been involved in any transaction which has given or may give rise to a liability to Tax on any Group Company other than Tax in respect of normal trading income or receipts of the Group Company concerned arising from transactions entered into by it in the ordinary course of business.
Position since Last Accounts Date. Since the Last 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 (or would have given or might give rise to such a liability but for the availability of any Relief) other than Tax arising from transactions entered into by it in the ordinary course of business.
Position since Last Accounts Date. Since the Last Accounts Date:
(a) each Target Company and the Business Seller has carried on business in the ordinary course;
(b) no Target Company nor the Business Seller has declared, authorised, paid or made any dividend or other distribution, nor has it reduced paid-up share capital (except for any dividends provided for in the Accounts);
(c) no Target Company has issued or agreed to issue any share or loan capital;
(d) no Target Company or Business Seller has repaid any borrowing or indebtedness in advance of its stated maturity.
Position since Last Accounts Date. Since the Last Accounts Date:
(a) there has been no Material Adverse Change;
(b) the Company has carried on in the ordinary and usual course;
(c) the Seller and the Company has not acquired or disposed of, or agreed to acquire or dispose of, any one or more of the assets of the Company; and
(d) the Company has not made any changes in terms of employment, including pension fund commitments, which would be inconsistent with the provisions of Schedule 4.
Position since Last Accounts Date. Since the Last Accounts Date:
(a) the operation of each of the Target Companies has been carried on in the ordinary course;
(b) no payments have been made other than in the ordinary course of business;
(c) no dividend or other distribution (whether in cash, stock or in kind) has been declared, authorised, paid or made, nor has there been any reduction of paid-up share capital, by any Target Company (except for any dividends provided for in the Accounts); and
(d) no share or loan capital has been issued or agreed to be issued or redeemed or repaid by any Target Company.
Position since Last Accounts Date. Since the Last Accounts Date:
(a) there has been no Material Adverse Change;
(b) the Company has carried on its business in the ordinary course of business;
(c) the Company has not issued or agreed to issue any share or loan capital or other similar interest;
(d) the Company has not acquired or disposed of, or agreed to acquire or dispose of, any one or more material fixed assets in a single transaction or series of connected transactions where value of such assets exceeds US$ 120,000; and
(e) the Company has not made any changes in terms of employment (i) relating to any Key Employee; or (ii) which apply to the terms of employment of one or more of such Key Employees;
(f) the Company has not repaid any borrowing or financial indebtedness in advance of its stated maturity; and
(g) the Company has not declared, authorised, paid or made any dividend or other distribution, nor has the Company reduced its paid up share capital.
Position since Last Accounts Date. Since the Last Accounts Date:
(a) the Company has been operated in the ordinary course;
(b) there has been no material adverse change in the financial condition of the Company;
(c) the Company has not declared, authorised, paid or made any dividend or other distribution (except for any dividends provided for in the Last Accounts), nor has the Company reduced its paid-up share capital;
(d) the Company has not issued or agreed to issue any share or loan capital;
(e) the Company has not incurred any material liability other than liabilities incurred in the ordinary course of its business or consistent with past practice; and
(f) the Company has not made any loans or repaid any borrowing or indebtedness in advance of its stated maturity.
Position since Last Accounts Date. Since the Last Accounts Date:
3.4.1 each Group Company has carried on business in the ordinary and usual course;
3.4.2 there has been no material increase or decrease in the levels of trade debtors or trade creditors or in the average collection or payment periods for the trade debtors and trade creditors respectively of any Group Company; and
3.4.3 there has been no material change in the basis (including the actuarial methodology, assumptions or the booked reserve margins) on which the reserves of UKI (in relation to the Business) have been calculated.
