Common use of POSITION SINCE THE ACCOUNTS DATE Clause in Contracts

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 adopted throughout the financial period ended on the Accounts Date; (l) so far as the Warrantors are aware none of the assets of the Company has been diminished by the wrongful act of any person; and (m) so far as the Warrantors are aware the Company has not by doing or omitting to do anything prejudiced its goodwill.

POSITION SINCE THE ACCOUNTS DATE. 5.1 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 Paragon 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 debtproper course, 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 or trading position or trading prospects or turnover of the Company and, so far as the Warrantors Paragon. There are aware, no event, fact or matter has occurred or is likely to occur circumstances which will or is likely to might give rise to such a change, other than circumstances likely to affect generally the industry in which Paragon operates. 5.2 Without limiting the generality of paragraph 5.1, since the Accounts Date: (a) there has been no increase or decrease in turnover or stocks of finished goods/work in progress or operating expenses by comparison with the same period in the previous financial period; (b) there has been no material increase or decrease in the cost of materials used by Paragon in its business or in the cost of services supplied to Paragon; (c) Paragon has not disposed of or acquired, and has not agreed and is not negotiating to dispose of or acquire, any such changebusiness or any shares in a body corporate, or any other asset outside the ordinary and proper course of business; (d) Paragon has not created or incurred, or agreed or is negotiating to create or incur, any debt or any other obligation or liability, whether actual or contingent, except for full value and in the ordinary and proper course of business; (e) no customer of or supplier of Paragon has ceased to deal, or has indicated an intention to cease to deal or deal on a smaller scale, with Paragon, or has changed or indicated that it wishes to change the terms on which it deals with Paragon; (f) Paragon has not written off, regarded as irrecoverable or released any debt or right, in whole or part, or repaid wholly or in part any debt in advance of the due date for repayment, or in any case agreed to do so; (g) no contract or commitment (whether in respect of capital expenditure or otherwise) Employee has been entered into made redundant or been dismissed, no person has been employed by the Company on terms which will allow for less Paragon whose basic salary is more than full recovery of costs(pound)10,000 per annum, overheads and profit there has been no increase in basic salary or which benefits, and no such increase 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 lessunder negotiation; (h) the Company no dividend or other distribution 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) been declared, paid or made any payment otherwise than by Paragon except as provided in the ordinary course of business and at arm's length;Accounts; and (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 adopted throughout the financial period ended on the Accounts Date; (l) so far as the Warrantors are aware none no resolution of the assets shareholders of the Company Paragon has been diminished by the wrongful act of any person; and (m) so far as the Warrantors are aware the Company has not by doing or omitting to do anything prejudiced its goodwillpassed.

POSITION SINCE THE ACCOUNTS DATE. 10.1 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 each Group Company has carried on its business in the ordinary and usual course without any interruption in its natureproper course, 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 position of the any Group Company and, and so far as the Warrantors Sellers are aware, aware there are no event, fact or matter has occurred or is likely to occur circumstances which will or is likely to might give rise to such a change, other than circumstances likely to affect generally the industry in which the relevant Group Company operates. 10.2 Without limiting paragraph 10.1 of this part 4, since the Accounts Date: 10.2.1 there has been no material increase in operating expenses or material decrease in turnover of any such changeGroup 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; 10.2.2 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; 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 (gby 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 contract Group Company has disposed of or commitment acquired, or agreed to dispose of or acquire, or is negotiating to dispose of or acquire: (whether 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 respect any other asset; other than in the ordinary and proper course of capital expenditure business; 10.2.5 no Group Company has mortgaged, pledged or otherwise) subjected to lien or restriction any of the property, businesses or tangible or intangible assets, of any Group Company; 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; 10.2.7 no agreement or transaction has been entered into by any Group Company other than in the Company on terms which will allow for less than full recovery ordinary and proper course 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 lessbusiness; (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 10.2.8 other than in the ordinary course of business and at arm's length; (i) the business, no Group Company has not disposed of entered into, or agreed to dispose enter into, any capital commitments exceeding £50,000 in the case of any asset for a consideration payable one Group Company and £50,000 in aggregate by instalments where any instalment remains unpaidall Group Companies; 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; 10.2.10 no Group Company has incurred any liability (jincluding a contingent liability) so far as having a monetary value in excess of £50,000; 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 Warrantors are aware, all cash and payments shareholders 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 adopted throughout the financial period ended on the Accounts Date; (l) so far as the Warrantors are aware none of the assets of the Group Company has been diminished by the wrongful act of any person; andpassed or proposed or circulated to members. (m) so far as the Warrantors are aware the 10.2.13 no Group Company has suffered any damage, destruction or loss (whether or not covered by doing insurance) exceeding £50,000; 10.2.14 no Group Company has made any change in its accounting policies or omitting principles or the methods by which such principles are applied for financial accounting purposes including, without limitation, with respect to do anything prejudiced its goodwillthe payments of accounts payable and collections of accounts receivable; 10.2.15 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.

POSITION SINCE THE ACCOUNTS DATE. 13.1 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 natureproper course, 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 or trading position or trading prospects or turnover of the Company and, so far as the Warrantors and there are aware, no event, fact or matter has occurred or is likely to occur circumstances which will or is likely to might give rise to any such a change, other than circumstances likely to affect generally the industry in which the Company operates. 13.2 Without limiting paragraph 13.1 of this part 2, since the Accounts Date: 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 a decrease in turnover by comparison with the same period in the previous financial year; (g) 13.2.2 no contract material client of, distributor for or commitment (whether supplier of the Company 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 on which it deals with the Company; 13.2.3 the Company has not disposed of or acquired, or agreed to dispose of or acquire, nor is it negotiating to dispose of or acquire, any business or any shares, debentures or other securities in respect a body corporate, or any interest in any business, shares, debentures or securities, or any other asset or interest in any other asset other than in the ordinary and proper course of capital expenditure business; 13.2.4 the Company has not repaid all or otherwise) part of any debt owed by it in advance of the due date for repayment, or agreed to do so, nor has it written off or released any debt owing to it; 13.2.5 no agreement or transaction has been entered into by the Company except 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 lessarm’s length terms; (h) 13.2.6 no management charge has been levied against the Company; 13.2.7 the Company has not acquired or disposed of entered into, or agreed to acquire enter into, any capital commitments exceeding £20,000; 13.2.8 no dividend or dispose distribution of any business profits or any asset or assumed or acquired any liability assets (including without limitation any contingent liabilitydistribution as defined in Part VI ICTA and extended by section 418 ICTA) has been or would be treated as having been paid or made any payment otherwise by the Company; 13.2.9 (other than in the ordinary course of business and at arm's length; (ibusiness) the Company has not disposed incurred any liability (including a contingent liability) having a monetary value in excess of or agreed to dispose of any asset for a consideration payable by instalments where any instalment remains unpaid;£20,000 and (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 adopted throughout the financial period ended on the Accounts Date; (l) so far as the Warrantors are aware none 13.2.10 no resolution of the assets shareholder of the Company has been diminished by the wrongful act of any person; and (m) so far as the Warrantors are aware the Company has not by doing or omitting to do anything prejudiced its goodwillpassed.