Common use of Position since Last Accounts Date Clause in Contracts

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 no material reduction in the cash balances of any Target Company; (xii) the business of any Target Company has not been affected by any abnormal factor not affecting to a similar extent generally all companies carrying on similar businesses; and (xiii) no Target Company has agreed to any variation or termination of any existing contract to which that Target Company is a party and which may have a material effect upon the nature or scope of the operations of such Target Company.

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 Vendor 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 Vendor 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 no material reduction in the cash balances of any Target Company; (xii) the business of any Target Company has not been affected by any abnormal factor not affecting to a similar extent generally all companies carrying on similar businesses; and (xiii) no Target Company has agreed to any variation or termination of any existing contract to which that Target Company is a party and which may have a material effect upon the nature or scope of the operations of such Target Company.

Position since Last Accounts Date. (a) Position Since Last Accounts Date 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 business of each Target Company Group Member has been carried on in the ordinary and usual coursecourse in all material respects; there has not been any material interruption or alteration in the nature, and scope or manner of the business of any Group Member; there has been no Target Company material adverse change in any customer relationship, the business, operations, financial condition, Assets or liabilities of any Group Member as compared with the position disclosed by the Last Accounts; no Group Member has made or agreed to make any payment other than routine payments in the ordinary and usual course of trading; and there has not been any failure by any Group Member to pay its creditors in the ordinary course of business. (b) In particular: (i) no share or loan capital has been allotted or issued or agreed to be allotted or issued by any Group Member other than as provided in the Transaction Documents; (ii) there has been no material change in the level of borrowing or in the working capital requirements of any Target Companyeach Group Member; (iii) all transactions between there has not been any Target Company and acquisition, sale, transfer or disposal of any Seller Assets of whatsoever nature by any Group Company have been on an arm’s length basis and on commercial termsMember; (iv) no dividend there has not been payment of any sum or other distribution has been declaredbenefit to any director of any Group Member or any Key Personnel by way of remuneration, authorisedbonus, incentive or otherwise in excess of the amounts paid or made, nor has there been any reduction of paid-up registered capital, distributed to them by any Target Companysuch entities at the Last Accounts Date so as to increase their total remuneration; (v) no share there has not been any material change or loan capital or other similar interest has been issued or agreed amendment to be issued any Material Contract by which any Target CompanyGroup Member is bound; (vi) save for the Assets Injection Agreements and the Connected Transactions, no contract, liability there has not been any declaration or commitment (whether in respect payment of capital expenditure any dividend or otherwise) has been entered into other distribution 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;Group Member; and (vii) save as provided there has not been any material debt, obligation or liability or any contingent liability (whether on and off balance sheet)incurred, assumed or guaranteed by any Group Member, except amounts incurred 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;business. (viiic) there has been Current Operations There is no material increase existing fact 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 circumstance 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 no material reduction in the cash balances of any Target Company; (xii) the business of any Target Company has not been affected by any abnormal factor not affecting to a similar extent generally all companies carrying on similar businesses; and (xiii) no Target Company has agreed to any variation or termination of any existing contract to which that Target Company is a party and which may have a material adverse effect upon on the nature or scope ability of the operations of such Target Companyany Group Member to conduct its business as currently conducted and contemplated to be conducted.