POSITION SINCE THE ACCOUNTS DATE. 8.1. Since the Accounts Date, each Group Company has carried on its business in the ordinary and proper course, 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; 8.2.3. no Group Company has disposed of or acquired, or agreed to dispose of or acquire, or is negotiating to dispose of or acquire: (a) any business of, or any shares, debentures or other securities in, a body corporate; or (b) any interest in, any business of or shares, debentures or other securities in, a body corporate; or (c) any other asset, or interest in any other asset; other than in the ordinary and proper course of business; 8.2.4. 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 any Group Company has been passed or proposed or circulated to members; 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 8.2.13. save as disclosed in section 13 of the Bundle no Group Company has 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 Taxes, settled any Tax claim or assessment, surrendered any right to claim a refund of Taxes or obtained or entered into any Tax ruling, agreement, contract, understanding, arrangement or plan.
Appears in 1 contract
Samples: Share Purchase Agreement (RRSat Global Communications Network Ltd.)
POSITION SINCE THE ACCOUNTS DATE. 8.1. Since the Accounts Date, each Group :
8.1. the Company has carried on its business in the ordinary and proper coursecourse 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 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;
8.2.38.3. no Group the Company has not disposed of or acquired, or agreed to dispose of or acquire, or is negotiating to dispose of or acquireacquire any interest in: (a) any the business of, or all or substantially all of the assets of, any shares, debentures or other securities in, a body corporateundertaking; or (b) any interest in, any business of or sharesSale Shares, debentures or other securities in, a body corporate; or (c) rights to share in the capital or profits of any other assetundertaking;
8.4. the Company has not written off or released, or interest 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 asset; 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;
8.2.4. 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;
8.2.108.8. no resolution of the shareholders of any Group the Company has been passed or proposed or circulated to members;
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 receivablethose shareholders; and
8.2.138.9. save as disclosed no customer or supplier (referred to in section 13 paragraph 5.1) of the Bundle no Group Company has made ceased to deal, or changed any election concerning Taxes has notified the Company that it intends to cease to deal or Tax returnsto deal on a smaller scale, changed an annual accounting periodwith the Company or has changed, adopted or changed any accounting methodnotified the Company that it wishes to change, filed any amended return, entered into any closing agreement the terms on which it deals with respect the Company to Taxes, settled any Tax claim or assessment, surrendered any right to claim a refund the disadvantage of Taxes or obtained or entered into any Tax ruling, agreement, contract, understanding, arrangement or planthe Company.
Appears in 1 contract
Samples: Agreement for the Sale and Purchase of Shares (Instil Bio, Inc.)
POSITION SINCE THE ACCOUNTS DATE. 8.1. 10.1 Since the Accounts Date, each Group Company has carried on its business in the ordinary and proper course, 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. 10.2 Without limiting paragraph 8.1 10.1 of this part 4, since the Accounts Date andDate:
8.2.1. save as set forth in section 11 of the Bundle 10.2.1 there has been no material increase in operating expenses or material decrease in turnover of any Group Company by comparison with the same period in the previous financial year 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 10.2.2 no customer 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;
8.2.3. 10.2.3 so far as the Sellers are aware:
10.2.3.1 no Customer or supplier of any Group Company has ceased to deal, or has indicated an unqualified intention to cease to deal or to deal on a smaller scale, with any Group Company, or has changed or indicated that it wishes to change the terms on which it deals with any Group Company; and
10.2.3.2 none of the Group's ten most valuable Customers (by revenue) has indicated an intention to cease to deal or to deal on a similar scale, with any Group Company, or has changed or indicated that it wishes to change the terms on which it deals with any Group Company;
10.2.4 no Group Company has disposed of or acquired, or agreed to dispose of or acquire, or is negotiating to dispose of or acquire: (a) any business of, or any shares, debentures or other securities in, a body corporate; or (b) any interest in, any business of or shares, debentures or other securities in, a body corporate; or (c) any other asset, or interest in any other asset; other than in the ordinary and proper course of business;
8.2.4. 10.2.5 no Group Company has mortgaged, pledged or subjected to Encumbrance lien or restriction any of the property, businesses or tangible or intangible assets, of any Group Company;
8.2.5. 10.2.6 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. 10.2.7 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 termsbusiness;
8.2.7. 10.2.8 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 50,000 in the case of any one Group Company and £50,000 in the aggregate by all Group Companies;
8.2.8. 10.2.9 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, 10.2.10 no Group Company has incurred any liability (including a contingent liability) having a monetary value in excess of £50,000;
8.2.10. 10.2.11 no payment for group relief has been made and no group relief has been surrendered by any Group Company; and
10.2.12 no resolution of the shareholders of any Group Company has been passed or proposed or circulated to members;.
8.2.11. 10.2.13 no Group Company has suffered any damage, destruction or loss (whether or not covered by insurance) exceeding £50,000;
8.2.12. 10.2.14 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;
8.2.13. save as disclosed in section 13 of the Bundle 10.2.15 no Group Company has made or changed any election concerning Taxes taxes or Tax 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 Taxestaxes, settled any Tax tax claim or assessment, surrendered any right to claim a refund of Taxes taxes or obtained or entered into any Tax tax ruling, agreement, contract, understanding, arrangement or plan.
Appears in 1 contract
Samples: Sale and Purchase of Shares Agreement (Nice Systems LTD)
POSITION SINCE THE ACCOUNTS DATE. 8.1. 11.1 Since the Accounts Date, each Group the Company has carried on its business in the ordinary and proper course, and 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 changeCompany.
11.2 Without limiting paragraph 11.1 of this part 2, 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 11.2.1 no customer or supplier of any Group the Company under a Material Agreement 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 the Company, or has changed or indicated in writing that it wishes to change the terms (in a manner which is prejudiced to the Company) on which it deals with any Group the Company;
8.2.3. no Group 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: (a) , any business of, or any shares, debentures or other securities in, in a body corporate; , or (b) any interest inin any business, any business of or shares, debentures or other securities insecurities, a body corporate; or (c) any other asset, asset or interest in any other asset; asset with a value in excess of L10,000 other than in the ordinary and proper course of business;
8.2.4. no Group 11.2.3 the 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 not repaid all or part of any debt owed by it in advance of the due date for repayment, or agreed to do so, or nor has written off or released any debt owing to itit in each case in excess of L1,000;
8.2.6. 11.2.4 no agreement or transaction has been entered into by any Group the Company other than in the ordinary and proper course of business and except on arm’s 's length terms;
8.2.7. other than in 11.2.5 no management charge has been levied against the ordinary course of business, no Group Company;
11.2.6 the Company has not 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 Companiescommitments;
8.2.8. 11.2.7 no dividend or distribution of profits or assets (including without limitation any distribution as defined in Part VI Taxes Act and extended by section 418 Taxes Act) has been or has would be treated as having been agreed to be declared, paid or made or paid by any Group the Company;
8.2.9. save as disclosed in the Disclosure Letter, 11.2.8 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 any Group Company payment for group relief has been passed or proposed or circulated to members;
8.2.11. made and no Group Company group relief has suffered any damage, destruction or loss (whether or not covered been surrendered 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
8.2.13. save as disclosed in section 13 of the Bundle no Group Company has 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 Taxes, settled any Tax claim or assessment, surrendered any right to claim a refund of Taxes or obtained or entered into any Tax ruling, agreement, contract, understanding, arrangement or planCompany.
Appears in 1 contract
Samples: Agreement for the Sale and Purchase of Shares (Pharmchem Inc)
POSITION SINCE THE ACCOUNTS DATE. 8.1. 8.1 Since the Accounts Date, each Group :
8.1.1 the Company has carried on its business in the ordinary and proper normal course, at a profit and so as to maintain it as a going concern;
8.1.2 there has been no material adverse change in the Company's turnover or in its 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 Buyerposition;
8.2.2. save as disclosed in section 12 of 8.1.3 the Bundle no customer or supplier of any Group Company has ceased not assumed or incurred, nor agreed to dealassume or incur, or has indicated any liabilities (including contingent liabilities) otherwise than 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 Companyordinary course of business;
8.2.3. no Group 8.1.4 the Company has not disposed of or acquired, or agreed to dispose of or acquireacquire any business;
8.1.5 the Company has not, or is negotiating to dispose of or acquire: (a) any business of, or any shares, debentures or other securities in, a body corporate; or (b) any interest in, any business of or shares, debentures or other securities in, a body corporate; or (c) any other asset, or interest in any other asset; other than in the normal and ordinary and proper course of its business:
(a) acquired or disposed (or agreed to acquire or dispose) of any material business asset with a value of more than £15,000; or
(b) assumed or incurred a material liability or capital expenditure with a value of more than £15,000;
8.1.6 no donation or covenant for charitable or political purposes or any similar ex‑gratia payment has been made or agreed to be made by the Company;
8.1.7 the Company has not declared, made or paid 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;
8.2.4. 8.1.9 no Group 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 mortgagedbeen deferred, pledged subordinated 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 has proved to any debt owing to itextent irrecoverable or is now regarded by the Seller as irrecoverable;
8.2.6. no agreement or transaction 8.1.12 the Company has paid its creditors within the times agreed with those creditors and there has been entered into by any Group Company other than no change in the ordinary and proper course manner or time of business and except on arm’s length termsissue of invoices or the collection of debts;
8.2.7. other than in 8.1.13 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 not disposed of any one Group Company and £50,000 in the aggregate by all Group Companies;
8.2.8. no dividend material asset or distribution of profits supplied any material service 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 business facility of any Group Company has been passed or proposed or circulated to members;
8.2.11. no Group Company has suffered any damage, destruction or loss kind (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 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 payments 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 accounts payable the Company;
8.1.15 the Company has not borrowed or raised any money or taken up any financial facilities and collections the Company has not repaid any borrowing or indebtedness in advance of accounts receivableits stated maturity;
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 offered or agreed to offer 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 of these are current and none of these have, so far as the Seller is aware, been requested by customers;
8.1.18 no shareholders' resolutions or decisions have been passed; and
8.2.13. save as disclosed in section 13 8.1.19 no loan or loan capital or redeemable share capital of the Bundle no Group Company has made been issued or changed any election concerning Taxes repaid or Tax returns, changed an annual accounting period, adopted redeemed in whole or changed any accounting method, filed any amended return, entered into any closing agreement with respect in part or has become liable to Taxes, settled any Tax claim be repaid or assessment, surrendered any right to claim a refund of Taxes or obtained or entered into any Tax ruling, agreement, contract, understanding, arrangement or planredeemed.
Appears in 1 contract
Samples: Agreement to Buy Shares (Staffing 360 Solutions, Inc.)
POSITION SINCE THE ACCOUNTS DATE. 8.1. 13.1 Since the Accounts Date, each Group the Company has carried on its business in the ordinary and proper course, there has been no material adverse change in the financial or trading position or prospects of any Group the 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 .
13.2 Without limiting paragraph 13.1 of this part 2, 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 13.2.1 there has been no material increase (which for the purposes of this Warranty means an increase in excess of 20 per cent) in operating expenses or material a decrease in turnover of any Group Company or by comparison with the budget of same period in the relevant Group Company for the current previous financial year as submitted to the Buyeryear;
8.2.2. save as disclosed in section 12 of the Bundle 13.2.2 no customer material client of, distributor for or supplier of any Group the 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 the Company, or has changed or indicated in writing that it wishes to change the terms on which it deals with any Group the Company;
8.2.3. no Group 13.2.3 the Company has not disposed of or acquired, or agreed to dispose of or acquire, or nor is it negotiating to dispose of or acquire: (a) , any business of, or any shares, debentures or other securities in, in a body corporate; , or (b) any interest inin any business, any business of or shares, debentures or other securities insecurities, a body corporate; or (c) any other asset, asset or interest in any other asset; asset other than in the ordinary and proper course of business;
8.2.4. no Group 13.2.4 the 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 not repaid all or part of any debt owed by it in advance of the due date for repayment, or agreed to do so, or nor has it written off or released any debt owing to it;
8.2.6. 13.2.5 no agreement or transaction has been entered into by any Group the Company other than in the ordinary and proper course of business and except on arm’s length terms;
8.2.7. other than in 13.2.6 no management charge has been levied against the ordinary course of business, no Group Company;
13.2.7 the Company has not 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 Companies20,000;
8.2.8. 13.2.8 no dividend or distribution of profits or assets (including without limitation any distribution as defined in Part VI ICTA and extended by section 418 ICTA) has been or has would be treated as having been agreed to be declared, paid or made or paid by any Group the Company;
8.2.9. save as disclosed 13.2.9 (other than in the Disclosure Letter, no Group ordinary course of business) the Company has not incurred any liability (including a contingent liability) having a monetary value in excess of £50,000;20,000 and
8.2.10. 13.2.10 no resolution of the shareholders shareholder of any Group the Company has been passed or proposed or circulated to members;
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
8.2.13. save as disclosed in section 13 of the Bundle no Group Company has 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 Taxes, settled any Tax claim or assessment, surrendered any right to claim a refund of Taxes or obtained or entered into any Tax ruling, agreement, contract, understanding, arrangement or planpassed.
Appears in 1 contract
Samples: Agreement for the Sale and Purchase of Shares (Jupitermedia Corp)