POSITION SINCE THE ACCOUNTS DATE. Since the Accounts Date:
8.1. the Company has carried on its business in the ordinary and proper course and the Company has not entered into any agreement, commitment or arrangement otherwise than in good faith and on arms’ length terms;
8.2. there has been no material adverse change in the financial or trading position of the Company;
8.3. the Company has not disposed of or acquired, or agreed to dispose of or acquire, or is negotiating to dispose of or acquire any interest in: (a) the business of, or all or substantially all of the assets of, any undertaking; or (b) any Sale Shares, debentures or other securities or rights to share in the capital or profits of any undertaking;
8.4. the Company has not written off or released, or agreed to write off or release, any debt owing to it other than in accordance with the Company’s current accounting policies.
8.5. the Company has not made or agreed to make capital expenditure exceeding £[***] nor has the Company made or agreed to make capital expenditure in aggregate exceeding £[***];
8.6. the Company has not declared, made or paid any dividend or other distribution and the Company has not agreed to do so;
8.7. the Company has not incurred, or agreed to incur, any liability (whether actual or contingent) other than in the ordinary and proper course of its business;
8.8. no resolution of the shareholders of the Company has been passed or proposed or circulated to those shareholders; and
8.9. no customer or supplier (referred to in paragraph 5.1) of the Company has ceased to deal, or has notified the Company that it intends to cease to deal or to deal on a smaller scale, with the Company or has changed, or notified the Company that it wishes to change, the terms on which it deals with the Company to the disadvantage of the Company.
POSITION SINCE THE ACCOUNTS DATE. Since the Accounts Date:
(a) no dividend or other distribution (within the meaning of that expression as contained in section 209 or 210 or 418 of the Income and Corporation Taxes Act 1988) has been declared, paid or made by the Company;
(b) the Company has carried on its business in the ordinary and usual course without any interruption in its nature, scope or manner and so as to maintain the same as a going concern;
(c) the Company has not written off any debts, no debt has been released by the Company on terms that the debtor pays less than the book value of its debt, and no debt owing to the Company has proved to any extent to be irrecoverable;
(d) the Company has not entered into any contract involving expenditure on capital account or the purchase of any capital equipment or other items of a capital nature;
(e) the business of the Company has not been materially or adversely affected by the loss of any customer;
(f) there has been no material adverse change in the financial position or trading prospects or turnover of the Company and, so far as the Warrantors are aware, no event, fact or matter has occurred or is likely to occur which will or is likely to give rise to any such change;
(g) no contract or commitment (whether in respect of capital expenditure or otherwise) has been entered into by the Company on terms which will allow for less than full recovery of costs, overheads and profit or which is of a long term or unusual nature, or which involves an obligation of a material nature or magnitude; and for this purpose a long term contract or commitment is one which will not be performed in accordance with its terms within three months after the date it was entered into or undertaken or which is incapable of termination by the Company on three months' notice or less;
(h) the Company has not acquired or disposed of or agreed to acquire or dispose of any business or any asset or assumed or acquired any liability (including any contingent liability) or made any payment otherwise than in the ordinary course of business and at arm's length;
(i) the Company has not disposed of or agreed to dispose of any asset for a consideration payable by instalments where any instalment remains unpaid;
(j) so far as the Warrantors are aware, all cash and payments of any kind received by the Company have been credited to its accounts with its bankers;
(k) so far as the Warrantors are aware, the Company has paid its creditors in accordance with the same policy as that a...
POSITION SINCE THE ACCOUNTS DATE. 7.1 Since the Accounts Date and compared to the Accounts, there has been no material adverse change to the financial condition, business operations, trading position, assets, liabilities (including contingent liabilities), real property interests of the Target.
POSITION SINCE THE ACCOUNTS DATE. 4.1 Save as Publicly Announced or disclosed in the Circular, since June 30, 2012:
4.1.1 the business of the Group has been carried on in the ordinary and usual course;
4.1.2 there has been no significant adverse change in the financial or trading position of the Group taken as a whole;
4.1.3 no member of the Group has acquired or disposed of or agreed to acquire or dispose of any of its assets or businesses other than in the ordinary course of trading; and
4.1.4 no member of the Group has paid or made any payment or transfer to shareholders of any dividend, bonus, loan or distribution.
POSITION SINCE THE ACCOUNTS DATE. 6.1 Since the Accounts Date:
6.1.1 no resolution of the Company or the Subsidiary Undertaking in general meeting has been passed;
6.1.2 no change in the accounting reference period of the Company or the Subsidiary Undertaking has been made;
6.1.3 save as referred to in the Disclosure Letter, neither the Company nor the Subsidiary Undertaking has declared or paid any dividend;
6.1.4 the business of the Company and the Subsidiary Undertaking has been carried on in the ordinary and usual course, without any material interruption or alteration in its nature, scope or manner, and so as to maintain the same as a going concern;
6.1.5 there has been no material adverse change (nor is any material adverse change expected) in the turnover or profit margins or financial position of the Company or the Subsidiary Undertaking or in the assets or liabilities of the Company or the Subsidiary Undertaking as compared with the position disclosed by the Accounts and all amounts received by the Company or the Subsidiary Undertaking have been deposited with the Company's bankers and appear in the appropriate books of account;
6.1.6 neither the Company nor the Subsidiary Undertaking has not borrowed or raised any money or taken any financial facility which exceeded £50,000; and
6.1.7 neither the Company nor the Subsidiary Undertaking has paid any bonuses of any kind.
6.2 The IOI Revenues (as defined in Schedule 6) for 2007 are true, accurate and not misleading.
POSITION SINCE THE ACCOUNTS DATE. A.5.1 Since the Accounts Date: (a) the Company has conducted its business in a normal and proper manner; (b) the Company has not entered into any unusual contract or commitment or otherwise departed from its normal course of trading; (c) there has been no material deterioration in the order intake the order backlog, cash position including working capital, or work in progress; (d) the Company has paid its creditors within the times agreed with them; (e) save in the ordinary course of business, the Company has not given any Guarantee or indemnity or entered into a contract or suretyship or agreement for the postponement of debt (or security therefore) or for lien or set-off; and (f) the Company is not in default under the terms of any borrowing made by it.
A.5.2 Since the Accounts Date, the Company has not: (a) agreed to acquire or sell any business; or (b) disposed of any of its assets except in the ordinary and normal course of business; or (c) incurred any material capital commitment.
A.5.3 All payments, receipts and invoices of the Company since the Accounts Date have been accurately recorded in the books of the Company in all material respects. A.
POSITION SINCE THE ACCOUNTS DATE. 5.1. In respect of the period starting immediately after the Accounts Date, the Company has no liabilities for Tax other than income tax payable pursuant to PAYE and national insurance contributions, in each case, payable in respect of amounts that the Company is contractually obliged to pay to its employees and directors in respect of that period or bonus payments made in the ordinary course of business.
5.2. The Company has no liability for Tax that is due for payment on or before Completion, other than Tax which has been reflected in the determination of the Cash Consideration.
5.3. No accounting period of the Company for corporation tax purposes has ended, and the Company has not made any distribution, since the Accounts Date.
POSITION SINCE THE ACCOUNTS DATE. 7.1 In respect of the period starting immediately after the Accounts Date, the Company has no liabilities for Tax other than:
7.1.1 corporation tax payable in respect of normal trading profits;
7.1.2 income tax payable pursuant to PAYE and national insurance contributions, in each case, payable in respect of amounts that the Company is contractually obliged to pay to its employees and directors; and
7.1.3 VAT on supplies of goods and services made by the Company in the ordinary course of its business.
7.2 No accounting period of the Company for corporation tax purposes has ended, and the Company has not made any distribution since the Accounts Date.
7.3 No liability to Tax (other than VAT) would arise if the Company were to dispose of an asset acquired since the Accounts Date for a consideration equal to that actually given for the acquisition.
POSITION SINCE THE ACCOUNTS DATE.
7.1 Save as Disclosed to the Purchaser, since the Accounts Date and compared to the Accounts, there has been no material adverse change to the financial condition, business operations, trading position, assets, liabilities (including contingent liabilities), real property interests of each of the Target Group Companies.
POSITION SINCE THE ACCOUNTS DATE. Since the Accounts Date each Member of the Rocksoft Group has carried on its business in the ordinary and usual course and none of the following has occurred:
(a) No Member of the Rocksoft Group has borrowed or raised any money or taken any financial facility other than as disclosed in the Accounts or in accordance with existing overdraft facilities from its bankers.
(b) No share or loan capital, security or other right convertible into shares or loan capital has been issued by any Member of the Rocksoft Group other than to another Member of the Rocksoft Group other than as is reflected in the shares and options on issue as set out in warranty 3.2(a).
(c) No Member of the Rocksoft Group defaulted in paying any creditor on the date due for payment.
(d) No Member of the Rocksoft Group declared, paid or made any dividend or other distribution.
(e) there has been no material adverse change in the business, the assets, financial condition, operating results, earnings or financial performance of the Rocksoft Group;
