Common use of Post-Accounts Date Events Clause in Contracts

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 writing, has not made any change to the remuneration, terms of employment, emoluments or pension benefits of any present or former director, officer or employee of the Company to the extent that the amount involved exceeds HK$50,000 or its equivalent in aggregate for the Group per month and has not appointed or employed any additional director, officer or employee whose remuneration shall exceed the sum of HK$600,000 or its equivalent per annum; (G) Debts has not waived or released any debts in whole or in part and has not written off debts in an amount exceeding HK$100,000 or its equivalent in aggregate for the Group in each financial year; (H) Contracts has not entered into contracts involving capital expenditure in an amount exceeding HK$5,000,000 or its equivalent) in aggregate for the Group in each financial year; (I) Resolutions (including any class of its members) has not passed any resolution whether in general meeting or otherwise; (J) Stock-in-trade has not purchased stocks in quantities or at prices materially greater than was the practice of the Company prior to the Management Accounts Date nor at prices materially greater than the then market prices thereof; (K) Third party rights has not become aware that any event has occurred which would entitle any third party to terminate any contract or any benefit enjoyed by it or call in any money before the normal due date therefor; (L) Creditors has paid its creditors within the time agreed with such creditors; (M) Borrowings (other than the Company Indebtedness which shall be assigned by the Vendor to the Purchaser upon Completion) has not borrowed or raised any money or taken any financial facility (except such short term borrowings from bankers as are within the amount of any overdraft facility which was available to the Company as at the Management Accounts Date) or since the Management Accounts Date renegotiated or received any notice from any banker that such banker wishes to renegotiate any overdraft facility available to the Company as at the Management Accounts Date.

Post-Accounts Date Events. Since the Management Accounts Date, the Company, other than as disclosed in connection with the Guizhou Puxin Claims, and 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 writing, has not made any change to the remuneration, terms of employment, emoluments or pension benefits of any present or former director, officer or employee of the Company to the extent that the amount involved exceeds HK$50,000 HK$100,000 or its equivalent in aggregate for the Group per month and has not appointed or employed any additional director, officer or employee whose remuneration shall exceed the sum of HK$600,000 or its equivalent per annum; (G) Debts has not waived or released any debts in whole or in part and has not written off debts in an amount exceeding HK$100,000 or its equivalent in aggregate for the Group in each financial year; (H) Contracts has not entered into contracts involving capital expenditure in an amount exceeding HK$5,000,000 or its equivalent) equivalent in aggregate for the Group in each financial year; (I) Resolutions (including any class of its members) has not passed any resolution whether in general meeting or otherwise; (J) Stock-in-trade has not purchased stocks in quantities or at prices materially greater than was the practice of the Company prior to the Management Accounts Date nor at prices materially greater than the then market prices thereof; (K) Third party rights has not become aware that any event has occurred which would entitle any third party to terminate any contract or any benefit enjoyed by it or call in any money before the normal due date therefor; (L) Creditors has paid its creditors within the time agreed with such creditors; (M) Borrowings (other than the Company Indebtedness which shall be assigned by the Vendor to the Purchaser upon Completion) has not borrowed or raised any money or taken any financial facility (except such short term borrowings from bankers as are within the amount of any overdraft facility which was available to the Company as at the Management Accounts Date) or since the Management Accounts Date renegotiated or received any notice from any banker that such banker wishes to renegotiate any overdraft facility available to the Company as at the Management Accounts Date.

Post-Accounts Date Events. 7.1 Since the Management Accounts Date, the Company, other than as disclosed in the Management Accounts or as contemplated under this Agreement: (Aa) 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 Indebtednessgoing concern; (Bb) Financial position and prospects has not experienced any material 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 effectsturnover; (Cc) Assets and liabilities has not acquired received a notice of termination from any customer or disposed supplier of or agreed the type referred to acquire or dispose in paragraph 14.5 of any assets or assumed or incurred or agreed its intention to assume or incur any liabilities (actual or contingent) otherwise than in terminate its relationship with the ordinary course of businessCompany; (Dd) 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 howsoevertime; (Ee) Liability to Tax has not carried out borrowed any money which it has not repaid otherwise than borrowing on overdrawn current account or any debt factoring or discount invoicing agreement in the ordinary course of business within limits agreed with the Company’s bankers or funders; (f) has not entered into or agreed to enter into any capital transaction as vendor, purchaser, lessor or lessee or undertaken any transaction on its capital account or acquired or disposed or agreed to acquire or dispose of any capital assets with a value in excess of £5,000; (g) other than the Intelligent Ultrasound Limited Share Option Scheme approved on 14 May 2015, has not granted nor issued any securities or security options which fall or will fall within the provisions of Part 7, chapters 1 to 9 ITEPA; (h) has not and no other event has occurred in consequence not agreed to transfer, lease, mortgage, sell, encumber or make the subject of which (whether alone any dealing, option or together with agreement any one or more transactions or events occurring before, on or after the date of this Agreement) any liability property 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 inventory purchased and sold in the ordinary course of business; (Fi) Employees save as already disclosed to the Purchaser in writing, has not entered into or varied any contract (including relating to payment or credit terms) with any person other than in the ordinary course of business; (j) has not dismissed any Key Employee or made any change to the remuneration, terms of employment, emoluments or pension benefits of any present Key Employee; (k) has not made any payments to any of the Sellers (or former director, officer their Connected Persons) other than the payment of salaries and expenses in the ordinary course of business; (l) has not acquired or employee agreed to acquire any real property or any interest in real property; (m) has not made any change to its accounting reference date and no accounting period of the Company to has ended since the extent that the amount involved exceeds HK$50,000 or its equivalent in aggregate for the Group per month and has not appointed or employed any additional director, officer or employee whose remuneration shall exceed the sum of HK$600,000 or its equivalent per annumAccounts Date; (Gn) Debts save in respect of the Existing Outstanding Amount, has not waived repaid any loan or released any debts loan capital of the Company in whole or in part part, and no such loan or loan capital has not written off debts in an amount exceeding HK$100,000 become due and payable or its equivalent in aggregate for the Group in each financial yearliable (with or without notice or lapse of time or both) to be declared due and payable; (H) Contracts has not entered into contracts involving capital expenditure in an amount exceeding HK$5,000,000 or its equivalent) in aggregate for the Group in each financial year; (I) Resolutions (including any class of its memberso) has not passed any resolution whether in general meeting or otherwise; (J) Stock-in-trade has not purchased stocks in quantities or at prices materially greater than was the practice of the Company prior to the Management Accounts Date nor at prices materially greater than the then market prices thereof; (K) Third party rights has not become aware that any event has occurred which would entitle any third party to terminate any contract or any benefit enjoyed by it or call in any money before the normal due date therefor; (L) Creditors has paid its creditors within the time agreed with such creditors; (M) Borrowings (other than the Company Indebtedness which shall be assigned by the Vendor to the Purchaser upon Completionp) has not borrowed made any agreements to do any of the matters set out above; and (q) all amounts received by the Company have been paid into the relevant bank account and no book or raised any money or taken any financial facility (except such short term borrowings from bankers as are within the amount of any overdraft facility which was available trade debts owing to the Company as at have been realised for less than their full face value or are now considered by the Management Accounts Date) Sellers to be irrecoverable in whole or since the Management Accounts Date renegotiated or received any notice from any banker that such banker wishes to renegotiate any overdraft facility available to the Company as at the Management Accounts Datein part.

Post-Accounts Date Events. 5.1 Since the Management Accounts Date, Date each of the Company, other than as disclosed in the Management Accounts or as contemplated under this AgreementUS Subsidiary and the UK Subsidiary has: (A) Business has 5.1.1 carried on its business in the ordinary and usual normal 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 Indebtednessbusiness; (B) Financial position and prospects has 5.1.2 except as set out in the Unaudited Combined Results, 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 and, except as set out in the Unaudited Combined Results, the Company has not had its business, profitability or prospects materially and 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 so far as the Principal Sellers are aware and there are no facts which are likely to give rise to any such effects; (C) Assets and liabilities has 5.1.3 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 material liabilities (actual or contingent) otherwise ), or made any payment not provided for in the Unaudited Combined Results, or entered into any unusual or onerous transaction or any other transaction not in the ordinary course of trading (and for these purposes, the incurring of capital expenditure in excess of Pound Sterling20,000, on any individual item or in the aggregate, will be considered other than in the ordinary course of businesstrading); (D) Distributions and loan repayments has 5.1.4 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 howsoeverfor any reason; 5.1.5 not created, allotted, issued, redeemed or cancelled (Eor entered into any agreement to do so) Liability to Tax has any shares or other securities; 5.1.6 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 corporation 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, income tax under the PAYE system and national insurance and social security contributions in respect of persons employed by it since the Accounts Date and VAT in respect of taxable supplies made by it in the ordinary course of business since the Accounts Date; (F) Employees save as already disclosed to the Purchaser in writing, has 5.1.7 not made any change to the remuneration, terms of employment, emoluments or pension benefits of any present or former director, officer or employee of the Company who on the Accounts Date was entitled to the extent that the amount involved exceeds HK$50,000 or its equivalent remuneration in aggregate for the Group excess of Pound Sterling25,000 per month annum and has not appointed or employed any additional director, officer or employee whose remuneration shall exceed the sum of HK$600,000 or its equivalent per annumwho is so entitled; 5.1.8 received payment in full on their due dates of all debts owing to the Company shown in the Unaudited Combined Results (G) Debts subject to any provision for bad and doubtful debts made in the Unaudited Combined Results), has not waived or released any debts in whole or in part and has not written off debts in an amount exceeding HK$100,000 or its equivalent Pound Sterling10,000 in aggregate for the Group in each financial yearaggregate; (H) Contracts has 5.1.9 not entered into contracts involving capital expenditure in an amount exceeding HK$5,000,000 Pound Sterling20,000 in the aggregate; 5.1.10 has not modified or terminated any agreement relating to Intellectual Property or knowingly allowed any of its equivalentright relating to Intellectual Property to lapse; 5.1.11 in relation to any of the Properties: (i) in aggregate for the Group in each financial yearhas made no alteration, addition or change of use; (I) Resolutions (including any class of its membersii) has not passed been refused any resolution whether in general meeting or otherwiseapplication for planning permission; (Jiii) Stock-in-trade has not purchased stocks in quantities given notice to terminate any lease, tenancy or at prices materially greater than was the practice of the Company prior to the Management Accounts Date nor at prices materially greater than the then market prices thereoflicence or agreed any new rent or fee payable under any lease, tenancy or licence; (K) Third party rights 5.1.12 has not become aware that any event has occurred which would entitle any third party to terminate any contract or any benefit enjoyed by it or call in any money before the normal due date thereforthereof; (L) Creditors 5.1.13 has not purchased stocks in quantities or at prices materially greater than was the practice of the Company before and on the Accounts Date; 5.1.14 has paid its creditors within the time agreed with times accepted by such creditorscreditors and does not have any debts outstanding which are more than 30 days overdue for payment; 5.1.15 has not created or agreed to create any Encumbrance or entered into any factoring arrangement, hire-purchase, conditional sale or credit sale agreement which has not been Disclosed (M) Borrowings (other than and there has been no default by the Company Indebtedness which shall be assigned by in the Vendor to performance or observance of any of the Purchaser upon Completion) provisions of any such Encumbrance, arrangement or agreement); 5.1.16 has not given any guarantees or indemnities in respect of any third party; 5.1.17 has not borrowed or raised any money or taken any financial facility (except such short term borrowings from bankers as are within the amount of any overdraft facility which was available to the Company as at the Management Accounts Date) or since the Management Accounts Date renegotiated or received any notice from any banker that such banker wishes to renegotiate any overdraft facility available to the Company as at the Management Accounts Date; 5.1.18 has not made any change to its accounting reference date and no accounting period of the Company has ended since the Accounts Date; 5.1.19 has made no change to the accounting procedures or principles by reference to which its accounts are prepared; 5.1.20 has not made a payment or incurred an obligation to make a payment which will not be deductible in computing trading profits for the purposes of corporation tax; and 5.1.21 has not passed any resolution whether in general meeting or otherwise. 5.2 Since the Accounts Date, the Sellers: 5.2.1 have used their best efforts to preserve and retain the goodwill of the Business and the existing relationships with customers and suppliers; 5.2.2 have not induced or endeavoured to induce (whether directly or indirectly) any employee or worker of the Company to terminate his employment.