Common use of Since the Accounts Date Clause in Contracts

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 Company and each Group Company of the Subsidiaries has conducted its business the Business in the ordinary and usual normal course and as a going concern and in the same manner as in the past yearconcern; (b) there has been no material adverse change in the turnover of the Company or financial position any of either Group Companythe Subsidiaries; (c) neither Group details of the nursery enrolments achieved by the Company has created, allotted, issued, acquired, repaid or redeemed or agreed and the Subsidiaries have been provided directly to create, allot, issue, acquire, repay or redeem any share or loan capitalthe Buyer; (d) neither Group the Company nor any of the Subsidiaries has acquired or disposed of, issued or agreed to acquire issue any share or dispose of any of its business or any material asset or any interest in the Grouploan capital; (e) no dividend or other distribution of profits or capital assets has been, or agreed to be, declared, made or paid by either Group the Company and no loan, loan capital or preference capital any of either Group Company has been repaid in whole or in part or has become liable to be repaidthe Subsidiaries; (f) neither Group the Company nor any of the Subsidiaries has borrowed or raised any money or given or taken any form of financial security or financial facility which is outstanding at the date hereofsecurity; (g) no capital expenditure (other in relation to sites opened or to be opened after the Accounts Date) has been incurred on any individual item by either Group the Company or any of the Subsidiaries in excess of twenty-five thousand British Pounds (£25,000) (or seventy-five thousand British Pounds (£75,000) in 50,000 and neither the aggregate) and other than in Company nor any of the ordinary course of business, neither Group Company Subsidiaries 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)50,000; (h) no management charge capital expenditure, in relation to sites opened or to be opened after the Accounts Date, has been levied against either Group Companyincurred in excess of £50,000; (i) no shareholder resolutions of the Company or any of the Subsidiaries have been passed; (j) the Company and each Group Company of the Subsidiaries has paid its creditors within the time limits agreed with such creditors usual course of business and there has been are no change in amounts owing by 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 CompanySubsidiaries which have been outstanding for more than 60 days.

Since the Accounts Date. (a) 5.1.1 each member of the Group Company has conducted its carried on and will carry on business in the ordinary and usual course and so as to maintain it as a going concern and in the same manner as in previously carried on and since such date has not entered into any contract, transaction or commitment outside the past yearordinary course of business or of an unusual or onerous nature; (b) 5.1.2 there has been no material adverse change change, or any development involving a prospective material adverse change, in the turnover general affairs, management, financial condition or financial prospects of the said business or the earnings, business affairs or net asset value of the said business or of the Group taken as a whole as compared with the position or prospects disclosed by the audited combined net assets of either the Group Companyreferred to in paragraph 4.1 above and there has been no damage, destruction or loss (whether or not covered by insurance) affecting the said business or its assets; (c) neither 5.1.3 each member of the Group Company has created, allotted, issued, acquired, repaid or redeemed or agreed continued 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 pay 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 creditors in the ordinary course of business; 5.1.4 save as disclosed in the Prospectus, neither the Preliminary Offering Circular and the Final Offering Circular, no member of the Group Company has acquired, invested sold, transferred or otherwise disposed of (any assets of whatsoever nature or agreed to acquirecancelled or waived or released or discounted in whole or in part any debts or claims, invest or dispose of) any individual capital item by either Group Company except in excess each case in the ordinary course of twenty-five thousand British Pounds (£25,000)business; (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 5.1.5 save as disclosed in the manner or time of issue of invoices or Prospectus, the collection of debts; (j) Preliminary Offering Circular and the Final Offering circular, 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 member of the net assets Group has purchased or reduced any of either Group Companyits share capital, nor declared, paid or made any dividend or distribution of any kind on any class of shares; and (l) there has been 5.1.6 no change in the accounting reference period or any member of the accounting policies and practices and the methods of estimation techniques of either Group Companyhas taken on or become subject to any material contingent liability.

Since the Accounts Date. (a) each the business of the Group Company has conducted its business been carried on in the ordinary and usual course and so as to maintain it as a going concern and in the same manner as in the past year;without prejudicing its goodwill, ‌ 38 ​ (b) there has been no material adverse change in the turnover or financial position of either the Group and the Warrantors are not aware of any specific circumstance (or any set of circumstances when considered together) which is likely to lead to any such change (and "material" in this paragraph (b) means €50,000); (c) no share, security or loan capital has been allotted or agreed to be allotted by any 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 no shareholder resolutions of any member of its business or any material asset or any interest in the GroupGroup have been passed; (e) other than the profit-sharing distribution relating to the financial year of the Company ended 31 March 2023, no dividend dividends or other distribution of profits or capital has been, or agreed to be, distributions have been declared, paid or made or paid by either any 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 repaidCompany; (f) neither the Group has continued to pay its creditors as and when the relevant debts fall due; (g) there has been no change by any Group Company in the time or manner of the issue of invoices or the collection of debts, and no debts have been waived, released or compromised or settled other than at full value; (h) no Group Company has borrowed or raised any money or taken any form of financial facility or granted any 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 Companydo so; (i) each no Group Company has paid redeemed or purchased any of its creditors within the time limits securities or loan capital or agreed with such creditors to do so and there no loan capital of any Group Company has been no change in the manner or time of issue of invoices or the collection of debtsbecome due and payable; (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;has entered into any contract outside the ordinary course of its business; and (k) there has been no material depletion the aggregate amount of capital expenditure by 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.did not exceed €10,000

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 business, financial condition or operations of any member of the Group which is material in the context of the business, financial condition or operations of the Group; (b) no member of the Group has entered into any material contracts or commitments binding on it and there has not been any acquisition or disposal by any member of the Group of material fixed or capital assets or any agreement to effect the same; (c) no event has occurred as regards any member of the accounting policies Group which would entitle any third party to terminate any material contract or any material benefit enjoyed by such member of the Group or call in any material amount of money before the normal due date therefor or indebtedness; (d) no member of the Group has borrowed money except from bankers in the ordinary course of its day to day trading operation or increased any secured liability; (e) every member of the Group has continued to pay its creditors in the ordinary course of business and practices no unusual trade discounts or other special terms have been incorporated into any contract entered into by any member of the Group inconsistent with the previous practice of such member of the Group and there is no reason known to the Company to reasonably expect that any customer of the Group who accounted for more than 5% of its turnover in the three years and the methods nine months ended on the Accounts Date shall cease to be a customer of estimation techniques such member of either the Group; (f) none of the members of the Group Companyhas to any material extent acquired, sold, transferred or otherwise disposed of any assets of whatever nature or cancelled or waived or released or discounted in whole or in part any debts or claims; (g) no dividend or other distribution (whether of capital or otherwise) has been, or is treated as having been declared, paid or made by any member of the Group; and (h) no loan or loan capital has been repaid by each member of the Group in whole or in part save for those repaid pursuant to any contractual arrangement then in place or in the ordinary course of business of the relevant member of the Group.