Post-Accounts Date Events. Since the Management Accounts Date, the Company, other than as disclosed in the Management Accounts or as contemplated under this Agreement:
(A) Business has carried on its business in the ordinary and usual course and without entering into any transaction, assuming any liability or making any payment which is not in the ordinary and usual course of business and without any interruption or alteration in the nature, scope or manner of its business and nothing has been done which would be likely to prejudice the interests of the Purchaser as a purchaser of the Sale Share and the Company Indebtedness;
(B) Financial position and prospects has not experienced any deterioration in its financial or trading position or prospects or turnover or suffered any diminution of its assets by the wrongful act of any person and the Company has not had its business, profitability or prospects adversely affected by the loss of any important customer or source of supply or by any abnormal factor not affecting similar businesses to a like extent and there are no facts which are likely to give rise to any such effects;
(C) Assets and liabilities has not acquired or disposed of or agreed to acquire or dispose of any assets or assumed or incurred or agreed to assume or incur any liabilities (actual or contingent) otherwise than in the ordinary course of business;
(D) Distributions and loan repayments has not declared, made or paid any dividend, bonus or other distribution of capital or income (whether a qualifying distribution or otherwise) and (excluding fluctuations in overdrawn current accounts with bankers) no loan or loan capital of the Company has been repaid in whole or in part or has become due or is liable to be declared due by reason of either service of a notice or lapse of time or otherwise howsoever;
(E) Liability to Tax has not carried out or entered into any transaction and no other event has occurred in consequence of which (whether alone or together with any one or more transactions or events occurring before, on or after the date of this Agreement) any liability of the Company to Taxation has arisen or will arise (or would have arisen or would or might arise but for the availability of any relief, allowance, deduction or credit) other than profits tax on the actual income (not chargeable gains or deemed income) of the Company arising from transactions entered into in the ordinary course of business;
(F) Employees save as already disclosed to the Purchaser in writ...
Post-Accounts Date Events. Since the Management Accounts Date until the Completion Date, the Company, other than as disclosed in the Management Accounts or as contemplated under this Agreement:
(A) Business
(B) Financial position and prospects
(C) Assets and liabilities
(D) Distributions and loan repayments
Post-Accounts Date Events. Since the Accounts Date:
(a) the Company has not been involved in any transaction which has given, may give or would, but for the availability of any Relief, give rise to any Tax other than in respect of actual income earned by the Company in the course of its trade;
(b) the level of payments made by the Company which will not be deductible for the purposes of corporation tax, either in computing the profits of the Company or in computing the corporation tax or corresponding Tax chargeable thereon, does not materially exceed the average level of such payments which were not deductible in an equivalent period in the previous three accounting periods;
(c) the Company has not been involved in any transaction other than on arm's length terms;
(d) the Company has not paid any Tax after its due date for payment;
(e) no accounting period (as defined in section 12 of the TA) of the Company has ended as referred to in section 12(3) of the TA;
(f) no disposal has taken place or other event occurred such that the Company would be required to bring a disposal value into account for the purposes of the CAA or such that a chargeable gain could or would accrue to the Company;
(g) the Company has not ceased to be a member of a group (as defined in section 170 of the TCGA). CORPORATION TAX
Post-Accounts Date Events. Other than any transaction carried out pursuant to the Pre-Closing Reorganisation and the transactions contemplated by this Agreement, from the Accounts Date to and including Closing no Group Company has been involved in any transaction which has given, or, so far as the Seller is aware, is likely to give (or would be likely to give, but for the availability of any Relief), rise to any Tax other than in respect of actual income earned by any Group Company in the course of its trade.
Post-Accounts Date Events. Since the Accounts Date:
(a) no Group Company has been involved in any transaction which has given, may give or would, but for the availability of any relief, give rise to any Tax other than in respect of actual income earned by such Group Company in the course of its trade;
(b) no Group Company has made any payment of a revenue nature (or incurred any liability to make any such payment) which could be disallowed as a deduction in computing the taxable profits of such Group Company or as a charge on such Group Company’s income;
(c) no Group Company has been involved in any transaction other than on arm’s length terms with any party not a member of the Group;
(d) no accounting period of any Group Company has ended; and
(e) no disposal has taken place or other event occurred such that a chargeable gain could or would accrue to any Group Company.
Post-Accounts Date Events. Since the Accounts Date:
(a) the Company has not been involved in any transaction which has given, may give or would, but for the availability of any relief, give rise to any Tax other than in respect of actual income earned by the Company in the course of its trade;
(b) no accounting period (as defined in section 12 of the TA) of the Company has ended as referred to in section 12(3) of the TA;
(c) the Company has not submitted any amended Tax returns to any Taxation Authority;
(d) the Company has not changed any accounting policy, any Tax accounting basis, payment or reporting practice (except where such change was necessary to comply with generally accepted accounting principles); and
(e) the Company has not ceased to be a member of a group (as defined in section 170 of the TCGA).
Post-Accounts Date Events. Since the Kemira Accounts Date:
(a) no Kemira Company has been involved in any transaction (other than the transfer of shares in Kemira GrowHow Limited by Kemira GrowHow UK Limited pursuant to the share purchase agreement dated 29 June 2007) which has given, may give or would, but for the availability of any relief, give rise to any Tax other than in respect of actual income earned by such Kemira Company in the course of its trade or business;
(b) no accounting period (as defined in section 12 of the TA) of a Kemira Company has ended as referred to in section 12(3) of the TA; and
(c) no Kemira Company has ceased to be a member of a group (as defined in section 170 of the TCGA).
Post-Accounts Date Events. Since the Terra Accounts Date:
(a) the Terra Company has not been involved in any transaction which has given, may give or would, but for the availability of any relief, give rise to any Tax other than in respect of actual income earned by the Terra Company in the course of its trade or business;
(b) no accounting period (as defined in section 12 of the TA) of the Terra Company has ended as referred to in section 12(3) of the TA; and
(c) the Terra Company has not ceased to be a member of a group (as defined in section 170 of the TCGA).
Post-Accounts Date Events. 13.1 Since the Accounts Date:
13.1.1 the Company has not entered into any contract with a value exceeding USD50,000.00;
13.1.2 there has been no material change in the level of borrowing or financing of the Company;
13.1.3 the Company has not acquired or disposed of or agreed to acquire or dispose of any land (or any interest therein), business or asset except in the ordinary course of its business;
13.1.4 the Company has not repaid any borrowing or Indebtedness in advance of its stated maturity and no event has arisen which would make the Company liable to repay any borrowing or Indebtedness in advance of its stated maturity;
13.1.5 the Company has not released any debtor on terms that it pays less than the book value of its debt and no debt owing to the Company has been deferred, subordinated or written off or is irrecoverable;
13.1.6 the Company has not borrowed or raised any money or taken any financial facility;
13.1.7 no dividends, bonus issue, rights issue or other distributions have been declared paid or made to its members;
13.1.8 no share or loan capital has been allotted or issued or agreed to be allotted or issued;
13.1.9 the Company has not done or omitted to do anything which will or might prejudicially affect the goodwill of the Company;
13.1.10 no claim or threatened claim for damages has been made against the Company; and
13.1.11 the Company has not paid nor is under an obligation to pay any service, management or similar charges or any interest or amount in the nature of interest to any other person or incurred any liability to make such a payment or made any payment to any of the Vendor or Related Party.
Post-Accounts Date Events. (a) Since the Accounts Date:
(i) save as provided in the Accounts, no dividend has been declared or paid on, and no distribution of capital made in respect of, any share capital and no loan or loan capital has been repaid in whole or in part; 110
(ii) no expenditure incurred (including rents, interest, annual payments or any other sums paid or for which the Company is liable to pay) will be disallowed as a deduction, debit or a charge on income in computing profits for the purposes of corporation tax;
(iii) no event has occurred which will result in the Company becoming liable to pay or bear any Taxation liability directly or primarily chargeable against or attributable to another person, firm or company;
(iv) no Accounting Period of the Company has ended as referred to in section 12(3) ICTA 1988;
(v) no disposal has taken place or other event occurred which will or may have the effect of crystallising any liability to Taxation which should have been included in the provision for deferred taxation made in the Accounts if such disposal or other event had been planned or predicted at the Accounts Date.
