Since the Accounts Date. (a) each Group Company has conducted its business in the ordinary and usual course and as a going concern and in the same manner as in the past year;
(b) there has been no material adverse change in the turnover or financial position of either Group Company;
(c) neither Group Company has created, allotted, issued, acquired, repaid or redeemed or agreed to create, allot, issue, acquire, repay or redeem any share or loan capital;
(d) neither Group Company has acquired or disposed of, or agreed to acquire or dispose of any of its business or any material asset or any interest in the Group;
(e) no dividend or other distribution of profits or capital has been, or agreed to be, declared, made or paid by either Group Company and no loan, loan capital or preference capital of either Group Company has been repaid in whole or in part or has become liable to be repaid;
(f) neither Group Company has borrowed or raised any money or taken any form of financial security or financial facility which is outstanding at the date hereof;
(g) no capital expenditure has been incurred on any individual item by either Group Company in excess of twenty-five thousand British Pounds (£25,000) (or seventy-five thousand British Pounds (£75,000) in the aggregate) and other than in the ordinary course of business, neither Group Company has acquired, invested or disposed of (or agreed to acquire, invest or dispose of) any individual capital item by either Group Company in excess of twenty-five thousand British Pounds (£25,000);
(h) no management charge has been levied against either Group Company;
(i) each Group Company has paid its creditors within the time limits agreed with such creditors and there has been no change in the manner or time of issue of invoices or the collection of debts;
(j) no shareholder resolutions (whether passed at a meeting or by way of written resolution) of either Group Company have been passed other than as routine business at an annual general meeting;
(k) there has been no material depletion of the net assets of either Group Company; and
(l) there has been no change in the accounting reference period or any of the accounting policies and practices and the methods of estimation techniques of either Group Company.
Since the Accounts Date. (a) the basis of the remuneration payable to the Employees has not altered and the Company is not obliged to increase, nor has it made provision to increase, the total annual remuneration payable to its Employees; and
(b) no alterations have been made in the terms of employment or conditions of service of any of the Employees or in the pension or other benefits of any of the Employees or any past officer or employee of the Company or any of their dependants or in the terms of any agreement or arrangement (whether written or unwritten and whether binding or not) with any trade union, employee representative or body of employees or their representatives.
Since the Accounts Date. (a) The Company has conducted its business in a normal and proper manner;
(b) there has been no deterioration in the values of any of the Assets (other than through the normal course of depreciation and/or amortisation) such that the market value of any Asset is less than the value attributed to it in the Accounts and no Asset has been re-valued;
(c) The Company has not entered into any contract which is not in its ordinary course of business;
(d) there has been no deterioration in the turnover, financial or trading position or the prospects of the Company;
(e) The Company have paid its creditors as per normal business practice;
(f) no contract involving expenditure by the Company on capital account in excess of INR 10,00,000 /- (Indian Rupees Ten Lakh Only) on an individual basis or INR 1,00,00,000 /- (Indian Rupees One Crore Only) in aggregate has been entered into by the Company and no asset, property, right or interest of a value or price in excess of INR 10,00,000/- (Indian Rupees Ten Lakh Only) on an individual basis or INR 1,00,00,000/- (Indian Rupees One Crore Only) in aggregate, has been acquired or disposed of or agreed to be acquired or disposed of by the Company on capital account;
(g) there has been no disposal of any Asset or supply of any service or facility of any kind by the Company in circumstances where the consideration actually received or receivable for the disposal or supply was less than the consideration which could be deemed to have been received for Tax purposes;
(h) no dividend or other distribution of profits or assets has been or has been agreed to be declared, made or paid by the Company;
(i) no resolution in general meeting of the Company, or resolution of the board of directors of the Company has been passed which is not required statutorily or not in the ordinary course of business or which vitiates the provisions of this Agreement;
(j) no event has occurred which gives rise to Taxation to the Company on deemed (as opposed to actual) income, profits or gains or which results in the Company becoming liable to pay or bear a Tax liability directly or primarily chargeable against or attributable to another person;
(k) no event has occurred which would result in any third party (with or without the giving of notice) being or becoming entitled to call for the repayment of any indebtedness of the Company prior to the normal maturity date;
(l) there has been no resignation or termination of any Key Employee or any change in any co...
Since the Accounts Date. 12.1. The Business has operated in its normal way;
Since the Accounts Date. 6.1.1 the Company has conducted its business in the normal course and as a going concern;
6.1.2 there has been no material adverse change in the turnover, financial position or prospects of the Company;
6.1.3 the Company has not issued or agreed to issue any share or loan capital;
6.1.4 no dividend or other distribution of profits or assets has been, or has agreed to be, declared, made or paid by the Company;
6.1.5 the Company has not entered into any contract;
6.1.6 the Company has not incurred any material actual or contingent liability; and
6.1.7 no shareholder resolutions of the Company have been passed other than as routine business at the annual general meeting.
Since the Accounts Date. 8.3.1 the amount of Stocks has not abnormally increased or decreased;
8.3.2 there have been no price reductions or discounts on the sale of Stocks; and
8.3.3 Stocks have not been realised at less than they were reflected in the Accounts.
Since the Accounts Date. (a) No Group Company has declared, paid or made a dividend or other distribution;
(b) No resolution of the shareholders of any Group Company has been passed;
(c) No Group Company has repaid or redeemed share or loan capital, or made (whether or not subject to conditions) an agreement or undertaken an obligation to do any of those things;
(d) No change has occurred in the accounting methods, principles or practices applied by a Group Company and there has been no revaluation by any Group Company of any of its assets;
(e) No Group Company has entered into any unusual contract or commitment or otherwise departed from its ordinary course of business; and
(f) There has been no deterioration in the turnover, financial or trading position, value of any material fixed assets, or the prospects of any of the Group Companies.
Since the Accounts Date. 4.1.1 the business of the members of the Target Group has been carried on in the ordinary and usual course and so as to maintain the same as a going concern.
4.1.2 there has been no deterioration either in turnover or in the financial or trading position or in the prospects of the members of the Target Group compared with the same periods during each of the two preceding years and the Vendor is not aware of any matter or circumstance which has affected or is likely to affect adversely the volume or level of trading of the members of the Target Group.
4.1.3 the members of the Target Group have not acquired or disposed of or agreed to acquire or dispose of any business or any material asset or assumed or acquired any material liability (including a contingent liability) otherwise than in the ordinary course of business.
4.1.4 the members of the Target Group have paid their creditors in accordance with their respective credit terms otherwise than in the ordinary course of business and there are no amounts owing by the members of the Target Group which have been due for more than three months.
4.1.5 no debtor has been released by the members of the Target Group on terms that he pays less than the book value of his debt and no debt owing to the members of the Target Group has been deferred, subordinated or written off or has proved to any extent irrecoverable and all book debts at the date hereof are good and will be recoverable in full on their respective due dates in the ordinary course.
4.1.6 neither the turnover nor the expenses (direct and indirect) nor the trading position nor the margin of profitability of the members of the Target Group shows any material deterioration by comparison with the turnover, expenses, trading position and margin of profitability of the members of the Target Group for the corresponding period in its last completed accounting reference period.
4.1.7 there has not been any material change in the assets or liabilities (including contingent liabilities) of the members of the Target Group as shown in the accounting record except for changes arising from routine payments and from routine supplies of goods and services in the normal course of trading.
4.1.8 all payments, receipts and invoices of the members of the Target Group have been fully and accurately recorded in their respective books.
4.1.9 there has not been any capitalization of reserves of the members of the Target Group and the members of the Target Group have not issued o...
Since the Accounts Date. (a) neither the Company nor any Subsidiary owns an asset which has ceased to be a chargeable intangible asset in the circumstances described in section 859 of CTA 2009;
(b) neither the Company nor any Subsidiary has realised or acquired an intangible fixed asset for the purposes of Part 8 of CTA 2009; and
(c) no circumstances have arisen which have required, or will require, a credit to be brought into account by the Company or any Subsidiary on a revaluation of an intangible fixed asset.
Since the Accounts Date. 16.1.1 the Company has conducted the Business in the normal course and as a going concern;
16.1.2 there has been no material adverse change in the turnover, financial position or prospects of the Company;
16.1.3 no dividend or other distribution of profits or assets has been, or agreed to be declared, made or paid by the Company;
16.1.4 the Company has not borrowed or raised any money or taken or given any form of financial security, nor has it incurred or committed to any capital expenditure, or acquired or disposed of any individual item, in either case in excess of £10,000; and
16.1.5 the Company has paid its creditors within the applicable periods agreed with the relevant creditor and there are no amounts owing by the Company which have been outstanding for more than 60 days.
