Common use of POSITION SINCE THE ACCOUNTS DATE Clause in Contracts

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. 8.1 Since the Accounts Date: 8.1. 8.1.1 the Company has carried on its business in the ordinary course, and proper course in the same manner (including nature and the Company has not entered into any agreementscope), commitment or arrangement otherwise than in good faith at a profit and on arms’ length termsso as to maintain it as a going concern; 8.2. 8.1.2 there has been no material adverse change in the Company's turnover or in its financial or trading position of the Companyposition, performance or prospects; 8.3. 8.1.3 the Company has not assumed or incurred, nor agreed to assume or incur, any liabilities (including contingent liabilities) otherwise than in the ordinary course of business; 8.1.4 the Company has not disposed of or acquired, or agreed to dispose of or acquire, any business or any material asset; 8.1.5 the Company has not, by doing or omitting to do anything, materially prejudiced its goodwill; 8.1.6 no donation or covenant for charitable or political purposes or any ex-gratia payment has been made or agreed to be made by the Company; 8.1.7 no debtor has been released on terms that he pays less than the full book value of his debt (except for 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 any extent irrecoverable or is negotiating to dispose of or acquire any interest in: (a) now regarded as irrecoverable; 8.1.8 the business of, or all or substantially all of Company has paid its creditors within the assets of, any undertaking; or (b) any Sale Shares, debentures or other securities or rights to share times agreed with those creditors and there has been no change in the capital manner or profits time of any undertakingissue of invoices or the collection of debts; 8.4. 8.1.9 the Company has not written off disposed of any material asset or releasedsupplied any material service or business facility of any kind (including, without limitation, a loan of money or agreed the letting, hiring or licensing of any property whether tangible or intangible) in circumstances where the consideration actually received or receivable for that disposal or supply was less than the consideration which would be deemed to write off have been received for tax purposes; 8.1.10 none of the amounts secured by the mortgages, charges, liens or release, any debt owing to it other than encumbrances disclosed in accordance with the Accounts has been increased beyond the amount shown in the Accounts and no Encumbrance has been created; 8.1.11 no payment has been made by the Company which will not be deductible for corporation tax purposes either in computing the profits or chargeable gains of the Company or in computing the corporation tax chargeable on the Company’s current accounting policies.; 8.5. 8.1.12 the Company has not made offered or agreed to make capital expenditure exceeding £[***] offer price reductions or discounts or allowances on sale of goods or services, nor has the Company made provided them or agreed to make capital expenditure in aggregate exceeding £[***]provide them at less than cost, to an extent that may materially affect the profitability of the Company and no negotiations for any of these are current and none of these have been requested by customers; 8.6. 8.1.13 no material changes have occurred in the Company has not declared, made assets 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 liabilities (whether actual or contingent) other than of the Company as shown in the ordinary Accounts and proper course there has been no reduction in the value of its businessthe net tangible assets of the Company (using the same accounting policies as those applied in the Accounts); 8.8. 8.1.14 no resolution of the shareholders shareholders' resolutions or decisions have been passed; and 8.1.15 no loan or loan capital or redeemable share capital of the Company has been passed issued or proposed repaid or circulated to those shareholders; and 8.9. no customer redeemed in whole or supplier (referred to in paragraph 5.1) of the Company has ceased to deal, part or has notified the Company that it intends become liable to cease to deal be repaid 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 Companyredeemed.

POSITION SINCE THE ACCOUNTS DATE. Since the Accounts Date: 8.1. (i) the businesses of each Company has been carried on its business in the ordinary course; (ii) except for any dividends provided for in the Accounts and proper course and except for the WDSL Final Dividend, no dividend or other distribution has been declared, paid or made by the Companies; (iii) no 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, any single fixed asset having a value in excess of £150,000 or is negotiating to dispose fixed assets having an aggregate value in excess 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£300,000; 8.4. the (iv) no Company has not written off or releaseddisposed of, or agreed to write off or releasedispose of, 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 fixed asset (whether actual or contingent) other than excluding Stock disposed of in the ordinary and proper usual course of its business) having a value reflected in the Accounts in excess of £150,000 or acquired since the Accounts Date; 8.8. (v) no loan made by any Company which remains outstanding has become due and payable in whole or in part to the relevant Company; (vi) no Company has borrowed or raised any money or taken up any financial facilities (other than overdraft borrowings in the ordinary course of business) and no Company has repaid 77368-00019 CO:2968104.2 21 13 March 2006 any borrowing or indebtedness in advance of its stated maturity except from a member of the Seller’s Group; (vii) no Company has sold or agreed to sell a debt and no Financial Indebtedness has been released, deferred, subordinated or written off by any Company; (viii) no resolution of the shareholders of the any Company has been passed passed; (ix) no Company has changed its accounting reference date; (x) no Company has experienced any material damage, destruction or proposed loss (whether or circulated to those shareholdersnot covered by insurance) of any material asset of any such Company (except normal wear and tear) when such asset has a book value as shown in the Accounts of greater than £150,000; and 8.9. (xi) save as fairly disclosed in the Disclosure Letter (including the Data Room) no customer arrangement (including any payment or supplier benefit) has been entered into by a Company with any current director or any person connected with a current director of a Company (referred other than any director who is to resign on Completion 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, accordance 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 Company0).

POSITION SINCE THE ACCOUNTS DATE. 6.1 Since the Accounts Date: 8.1. the 6.1.1 each Group 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 termsso as to maintain it as a going concern; 8.2. 6.1.2 there has been no material adverse change in the financial or trading position or prospects of the any Group Company; 8.3. the 6.1.3 no Group Company has not acquired or agreed to acquire, or transferred or disposed of or acquiredagreed to transfer or dispose of, any assets of a value in excess of £50,000; 6.1.4 no Group Company has entered into or agreed to dispose enter into any contract, liability or commitment of a long term (which, for these purposes, shall mean a term greater than 12 months), unusual or acquireonerous nature or involving expenditure by it of an amount in excess of £100,000; 6.1.5 no Group Company has disposed of any of its patents; 6.1.6 except for dividends provided for in the Accounts, no Group Company has declared, paid or made any dividend, bonus or other distribution of capital or income; 6.1.7 no share or loan capital of any Group Company has been allotted, issued, redeemed, repurchased or forfeited or agreed to be allotted, issued, redeemed, repurchased or forfeited and no option or right has been granted over any share or loan capital; 6.1.8 no indebtedness of any Group Company has become due and payable or capable of being declared due and payable prior to its stated maturity; 6.1.9 no Group Company has made any change to the remuneration, terms of employment or benefits of any present or former officer or employee or former employee of that Group Company, or appointed or employed any additional officer or employee who 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 undertakingso entitled; 8.4. the 6.1.10 each Group Company has not received payment in full on their due dates of all debts due and owing to it and no Group Company has released, in whole or in part, written off or released, or agreed to write off or release, factored any debt debts owing to it other than in accordance with the Company’s current accounting policies. 8.5. the an amount exceeding £50,000 in aggregate and no Group Company has not made or agreed taken any steps to make capital expenditure exceeding £[***] nor has the Company made or agreed recover debt due to make capital expenditure in aggregate exceeding £[***]it before their due date; 8.6. the 6.1.11 each Group Company has not declared, made or paid all its creditors within any dividend or other distribution agreed time for payment and the no amounts are owed by any Group Company has not agreed to do sowhich are outstanding by more than 60 days; 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. 6.1.12 no resolution of the shareholders of the any Group Company or any class of its shareholders has been passed or proposed or circulated passed; 6.1.13 no event has occurred which would entitle a third party to those shareholders; and 8.9. no customer or supplier (referred to in paragraph 5.1) of the terminate any contract with any Group 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 call in any money from any Group Company before 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.normal due date;

POSITION SINCE THE ACCOUNTS DATE. 8.1. Since the Accounts Date: 8.1. the , each Group Company has carried on its business in the ordinary and proper course and the Company has not entered into any agreementcourse, 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 any Group Company and so far as the Sellers are aware there are no circumstances which might give rise to such a change, other than circumstances likely to affect generally the industry in which the relevant Group Company operates. The three dormant Subsidiaries have not undertaken any activity since the Accounts Date. 8.2. Without limiting paragraph 8.1 of this part 4, since the Accounts Date and: 8.2.1. save as set forth in section 11 of the Bundle there has been no material increase in operating expenses or material decrease in turnover of any Group Company or with the budget of the relevant Group Company for the current financial year as submitted to the Buyer; 8.2.2. save as disclosed in section 12 of the Bundle no customer or supplier of any Group Company has ceased to deal, or has indicated in writing an intention to cease to deal or to deal on a smaller scale, with any Group Company, or has changed or indicated in writing that it wishes to change the terms on which it deals with any Group Company; 8.38.2.3. the no Group Company has not disposed of or acquired, or agreed to dispose of or acquire, or is negotiating to dispose of or acquire any interest inacquire: (a) the any business of, or all any shares, debentures or substantially all of the assets ofother securities in, any undertakinga body corporate; or (b) any Sale Sharesinterest in, any business of or shares, debentures or other securities in, a body corporate; or rights to share in the capital or profits of (c) any undertaking; 8.4. the Company has not written off or releasedother asset, or agreed to write off or release, interest in 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) asset; other than in the ordinary and proper course of its business; 8.88.2.4. no Group Company has mortgaged, pledged or subjected to Encumbrance or restriction any of the property, businesses or tangible or intangible assets, of any Group Company; 8.2.5. no Group Company has repaid all or part of any debt owed by it in advance of the due date for repayment, or agreed to do so, or has written off or released any debt owing to it; 8.2.6. no agreement or transaction has been entered into by any Group Company other than in the ordinary and proper course of business and except on arm’s length terms; 8.2.7. other than in the ordinary course of business, no Group Company has entered into, or agreed to enter into, any capital commitments exceeding £25,000 in the case of any one Group Company and £50,000 in the aggregate by all Group Companies; 8.2.8. no dividend or distribution of profits or assets has been or has been agreed to be declared, made or paid by any Group Company; 8.2.9. save as disclosed in the Disclosure Letter, no Group Company has incurred any liability (including a contingent liability) having a monetary value in excess of £50,000; 8.2.10. no resolution of the shareholders of the any Group Company has been passed or proposed or circulated to those shareholdersmembers; 8.2.11. no Group Company has suffered any damage, destruction or loss (whether or not covered by insurance) exceeding £50,000; 8.2.12. no Group Company has made any change in its accounting policies or principles or the methods by which such principles are applied for financial accounting purposes including, without limitation, with respect to the payments of accounts payable and collections of accounts receivable; and 8.98.2.13. no customer or supplier (referred to save as disclosed in paragraph 5.1) section 13 of the Bundle no Group Company has ceased made or changed any election concerning Taxes or Tax returns, changed an annual accounting period, adopted or changed any accounting method, filed any amended return, entered into any closing agreement with respect to dealTaxes, settled any Tax claim or has notified the Company that it intends assessment, surrendered any right to cease to deal claim a refund of Taxes or to deal on a smaller scaleobtained or entered into any Tax ruling, with the Company agreement, contract, understanding, arrangement 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 Companyplan.

POSITION SINCE THE ACCOUNTS DATE. 8.1 Since the Accounts Date: 8.1. 8.1.1 the Company has carried on its business in the ordinary and proper course normal course, at a profit and the Company has not entered into any agreement, commitment or arrangement otherwise than in good faith and on arms’ length termsso as to maintain it as a going concern; 8.2. 8.1.2 there has been no material adverse change in the Company's turnover or in its financial or trading position of the Companyposition; 8.3. 8.1.3 the Company has not assumed or incurred, nor agreed to assume or incur, any liabilities (including contingent liabilities) otherwise than in the ordinary course of business; 8.1.4 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: business; 8.1.5 the Company has not, other than in the normal and ordinary course of its business: (a) the acquired or disposed (or agreed to acquire or dispose) of any material business of, or all or substantially all asset with a value of the assets of, any undertakingmore than £15,000; or or (b) any Sale Shares, debentures assumed or other securities incurred a material liability or rights to share in the capital or profits expenditure with a value of any undertakingmore than £15,000; 8.4. the Company 8.1.6 no donation or covenant for charitable or political purposes or any similar ex‑gratia payment 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 been made or agreed to make capital expenditure exceeding £[***] nor has be made by the Company made or agreed to make capital expenditure in aggregate exceeding £[***]Company; 8.6. 8.1.7 the Company has not declared, made or paid any a dividend or other distribution (within the meaning of the Act or CTA 2010) or return of capital (whether by reduction of capital or otherwise); 8.1.8 no bonus has been declared, awarded or become due (unpaid or paid) by or on behalf of the Company to the Seller outside the ordinary course of business; 8.1.9 no bonus has been declared, awarded or become due (unpaid or paid) by or on behalf of the Company to any employee of the Company in connection with the sale of the Shares to the Buyer; 8.1.10 the terms of remuneration received by or for the benefit of the Seller have not been varied; 8.1.11 no debtor has been released on terms that he pays less than the full book value of his debt (except for 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 any extent irrecoverable or is now regarded by the Seller as irrecoverable; 8.1.12 the Company has paid its creditors within the times agreed with those creditors and there has been no change in the manner or time of issue of invoices or the collection of debts; 8.1.13 the Company has not disposed of any material asset or supplied any material service or business facility of any kind (including, without limitation, a loan of money or the letting, hiring or licensing of any property whether tangible or intangible) in circumstances where the consideration actually received or receivable for that disposal or supply was less than the consideration which would be deemed to have been received for tax purposes; 8.1.14 none of the amounts secured by the mortgages, charges, liens or encumbrances disclosed in the Accounts has been increased beyond the amount shown in the Accounts and no new Encumbrance has been created over the assets of the Company; 8.1.15 the Company has not borrowed or raised any money or taken up any financial facilities and the Company has not agreed to do sorepaid any borrowing or indebtedness in advance of its stated maturity; 8.7. 8.1.16 no payment outside the ordinary course of business has been made by the Company which will not be deductible for corporation tax purposes either in computing the profits or chargeable gains of the Company or in computing the corporation tax chargeable on the Company; 8.1.17 the Company has not incurred, offered or agreed to incuroffer price reductions or discounts or allowances on sale of goods or services, nor provided them or agreed to provide them at less than cost, to an extent that may materially affect the profitability of the Company and no negotiations for any liability (whether actual or contingent) other than in of these are current and none of these have, so far as the ordinary and proper course of its businessSeller is aware, been requested by customers; 8.8. 8.1.18 no resolution of the shareholders shareholders' resolutions or decisions have been passed; and 8.1.19 no loan or loan capital or redeemable share capital of the Company has been passed issued or proposed repaid or circulated to those shareholders; and 8.9. no customer redeemed in whole or supplier (referred to in paragraph 5.1) of the Company has ceased to deal, part or has notified the Company that it intends become liable to cease to deal be repaid 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 Companyredeemed.

POSITION SINCE THE ACCOUNTS DATE. 11.1 Since the Accounts Date: 8.1. , the Company has carried on its business in the ordinary course, 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. 11.2 Without limiting paragraph 11.1 of this part 2, since the Accounts Date: 11.2.1 no customer or supplier of the Company under a Material Agreement has ceased to deal, or has indicated an intention to cease to deal or deal on a smaller scale, with the Company, or has changed or indicated that it wishes to change the terms (in a manner which is prejudiced to the Company) on which it deals with the Company; 8.3. 11.2.2 the Company has not disposed of or acquired, or agreed to dispose of or acquire, or nor is negotiating to dispose of or acquire any interest in: (a) the business of, or all or substantially all of the assets ofacquire, any undertaking; business or (b) any Sale Sharesshares, debentures or other securities in a body corporate, or rights to share any interest in any business, shares, debentures or securities, or any other asset or interest in any other asset with a value in excess of L10,000 other than in the capital or profits ordinary course of any undertakingbusiness; 8.4. 11.2.3 the Company has not written off repaid all or releasedpart of any debt owed by it in advance of the due date for repayment, or agreed to write do so, nor has written off or release, released any debt owing to it other than in accordance with each case in excess of L1,000; 11.2.4 no agreement or transaction has been entered into by the Company except on arm's length terms; 11.2.5 no management charge has been levied against the Company’s current accounting policies.; 8.5. 11.2.6 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 incurredentered into, or agreed to incurenter into, any liability (whether actual or contingent) other than in the ordinary and proper course of its businesscapital commitments; 8.8. 11.2.7 no resolution dividend or distribution of the shareholders of the Company profits or assets (including without limitation any distribution as defined in Part VI Taxes Act and extended by section 418 Taxes Act) has been passed or proposed would be treated as having been paid or circulated to those shareholders; andmade by the Company; 8.9. 11.2.8 no customer or supplier (referred to in paragraph 5.1) of the Company payment for group relief has ceased to deal, or been made and no group relief 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 been surrendered by the Company.