Common use of Recent Events Clause in Contracts

Recent Events. (a) Since the Company Latest Balance Sheet Date until the date hereof, (i) each Company Group Member has conducted its business in all material respects in the ordinary course of business (except in connection with the transactions contemplated by this Agreement and the other Transaction Documents) and (ii) there has not been a Company Material Adverse Effect. (b) Without limiting the generality of the foregoing Section 4.7(a), except as expressly contemplated by any Transaction Document or as set forth on Section 4.7(b) of the Company Disclosure Schedule, no Company Group Member has since the Company Latest Balance Sheet Date and through the date hereof: (i) subjected a material portion of its properties or assets to any Encumbrances, except for Permitted Encumbrances; (ii) sold, assigned or transferred a material portion of its assets, except in the ordinary course of business and except for sales of obsolete assets or assets with de minimis book value; (iii) amended its Charter Documents; (iv) made any material change in any method of accounting or accounting practice of the Company, except as required by GAAP or as disclosed in the notes to the Company Audited Financial Statements; (v) incurred, assumed or guaranteed any indebtedness for borrowed money, except unsecured current obligations and Liabilities incurred in the ordinary course of business; (vi) cancelled any material debts or claims or waived any material rights against a Person that is not a Company Group Member; (vii) taken any action to make, change or rescind any material Tax election, amend any material Tax Return or taken any position on any Tax Return, taken any action, omitted to take any action or entered into any other transaction that would have the effect of increasing the Tax liability of any Company Group Member in respect of any Tax period starting after the Closing Date, in each case other than in the ordinary course of business; or (viii) entered into any Contract to do any of the foregoing.

Recent Events. (a) Since the Company Plan Investor Latest Balance Sheet Date until the date hereof, (i) each Company Plan Investor Group Member has conducted its business in all material respects in the ordinary course of business (except in connection with the transactions contemplated by this Agreement and the other Transaction Documents) and (ii) there has not been a Company Plan Investor Material Adverse Effect. (b) Without limiting the generality of the foregoing Section 4.7(a5.7(a), except as expressly contemplated by any Transaction Document or as set forth on Section 4.7(b5.7(b) of the Company Plan Investor Disclosure Schedule, no Company Plan Investor Group Member has since the Company Plan Investor Latest Balance Sheet Date and through the date hereof: (i) subjected a material portion of its properties or assets to any Encumbrances, except for Permitted Encumbrances; (ii) sold, assigned or transferred a material portion of its assets, except in the ordinary course of business and except for sales of obsolete assets or assets with de minimis book value; (iii) amended its Charter Documents; (iv) made any material change in any method of accounting or accounting practice of the Company, except as required by GAAP the IFRS or as disclosed in the notes to the Company Plan Investor Audited Financial Statements; (v) incurred, assumed or guaranteed any indebtedness for borrowed money, except unsecured current obligations and Liabilities incurred in the ordinary course of business; (vi) cancelled any material debts or claims or waived any material rights against a Person that is not a Company Plan Investor Group Member; (vii) taken any action to make, change or rescind any material Tax election, amend any material Tax Return or taken any position on any Tax Return, taken any action, omitted to take any action or entered into any other transaction that would have the effect of increasing the Tax liability of any the Company Group Member in respect of any Tax period starting after the Closing Date, in each case other than in the ordinary course of business; or (viii) entered into any Contract to do any of the foregoing.

Recent Events. 6.1 Since the Management Accounts Date: (a) Since each of the Group Company Latest Balance Sheet Date until the date hereof, (i) each Company Group Member has conducted operated its business in all the ordinary course consistent with its past practice and without having entered into any material respects transaction, assumed any material liability or made any material payment not provided for in the Management Accounts which is not in the ordinary course of its business or suffered any material adverse interruption or alteration in the nature, scope or manner of its business; (b) each of the Group Company used its reasonable best efforts to preserve its business; (c) no Group Company has engaged in any new line of business or entered into any agreement, transaction or activity or made any commitment except those in the ordinary course of business consistent with past practice; (except in connection with the transactions contemplated by this Agreement and the other Transaction Documents) and (iid) there has not been a Company any Material Adverse Effect. (b) Without limiting the generality of the foregoing Section 4.7(a), except Change as expressly contemplated by any Transaction Document or as set forth on Section 4.7(b) of the Company Disclosure Schedule, no Company Group Member has since the Company Latest Balance Sheet Date and through the date hereof: (i) subjected a material portion of its properties or assets to any Encumbrances, except for Permitted Encumbranceswhole; (iie) soldthere has been no declaration, assigned set aside or transferred payment or other distribution in respect of any equity securities of any Group Company, or any issuance, transfer, redemption, purchase or acquisition of any equity securities by any Group Company; (f) there has been no waiver, termination, cancellation, settlement or compromise of a material portion valuable right or of its assetsa material debt or claim by or of any Group Company; (g) there has been no incurrence, except creation, assumption, repayment, satisfaction, or discharge of any material lien, indebtedness or guarantee, or the making of any loan or advance (other than in the ordinary course of business and except reasonable and normal advances to employees for sales of obsolete assets or assets with de minimis book value; (iii) amended its Charter Documents; (iv) made any material change in any method of accounting or accounting practice of the Company, except as required by GAAP or as disclosed in the notes to the Company Audited Financial Statements; (v) incurred, assumed or guaranteed any indebtedness for borrowed money, except unsecured current obligations and Liabilities bona fide expenses that are incurred in the ordinary course of business consistent with its past practice), or the making of any investment or capital contribution in the ordinary course of business, save for the Outstanding Shareholder Loan; (vih) cancelled there has been no material change in any material debts or claims or waived compensation arrangement with any material rights against a Person that is not a Company Group Member; (vii) taken any action to make, change or rescind any material Tax election, amend any material Tax Return or taken any position on any Tax Return, taken any action, omitted to take any action or entered into any other transaction that would have the effect of increasing the Tax liability employee of any Group Company Group Member in respect of any Tax period starting after the Closing Date, in each case (other than in the ordinary course of business consistent with past practice), or adoption of any new employee benefit plan, or made any material change in any employee benefit plan; (i) there has not been any commencement or settlement of any material legal action, save for the SBHW Claim; (j) there has not been any resignation or termination of any key employee of any Group Company; (k) save for the disposals of La Vallee International SA, Market Giant Investments Limited, La Vallee International Limited and La Vallee International Group Limited, there has not been any purchase, acquisition, sale, lease, disposal of or other transfer of any assets that are individually or in the aggregate material to its business, whether tangible or intangible, other than the purchase or sale of inventory in the ordinary course of business consistent with its past practice, and no acquisition (by merger, consolidation or other combination, or acquisition of stock or assets, or otherwise) of any business or other person or division thereof; or (viiil) entered into no dividend has been declared or paid or other distributions of capital made in respect of any Contract to do any share capital of the foregoingeach Group Company, and no loans or loan capital have been repaid by each Group Company in whole or in part.