Common use of Since the Accounts Date Clause in Contracts

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 compensation, arrangement or agreement except insofar as provided by this Agreement with any Key Employee; (m) the Company has not made any payment or incurred any liability to any Related Party other than in the ordinary course of business; (n) there has been no satisfaction or discharge of any Encumbrance or payment of any obligation by the Company, except for those made in the ordinary course of business and those that are not material to its Assets, financial condition operation or business; (o) there has been no change, amendment to or termination of a Material Contract of the Company, other than in the ordinary course of its business; (p) there has been no sale, assignment, transfer or other disposal of any Intellectual Property Right of the Company other than in the ordinary course of business; (q) there has been no direct or indirect redemption, purchase or other acquisition of any of the shares or securities of the Company by any person; (r) there has been no failure by the Company to conduct Business in the ordinary course; (s) there has been no payment made by the Company which will not be deductible for Taxation purposes either in computing the profits of the Company or in computing the Taxation chargeable on the relevant Company; (t) there has been no event or condition of any nature which has had or might have a Material Adverse Effect on the Assets, financial condition, operation or business of the Company; (u) No loans or advances to, guarantees or indemnities for the benefit of, or any investments in, any person, have been made by the Company; (v) there has not been any change in accounting methods or practices of the Company or any change in depreciation or amortization policies or rates; (w) no waiver has been granted by the Company of a material right or of a material debt owed to it; and (x) there has been no agreement or commitment by the Company to do any of the things described in this Clause.

Since the Accounts Date. (a) The Company there has conducted its business been no material adverse change in a normal and proper mannerthe assets, liabilities, turnover, earnings, financial condition, trading position, affairs or prospects of any Group Company; (b) there other than the Dividend and the Vendor Distribution, no dividend or distribution of capital or income has been no deterioration declared, made, paid or determined to be payable in the values respect of any share capital of the Assets (other than through the normal course a Group Company whether 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-valuedcash, specific assets or otherwise; (c) The Company the Group has carried on the Business in the ordinary and usual course and has not entered into any contract which is not contracts or arrangements other than in its the ordinary and usual course of carrying on the Business; (d) no Group Company has incurred or undertaken any actual or contingent liabilities or obligations, including Tax, except in the ordinary and usual course of business; (de) there no Group Company has been no deterioration acquired or disposed of or dealt with any assets, nor has it entered into any agreement or option to acquire or dispose of any assets, other than in the turnover, financial ordinary and usual course of business or trading position or the prospects of the Company; (e) The Company have paid its creditors as per normal business practicefor full market value; (f) except in the ordinary and usual course of business, no contract involving expenditure by the Group 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 accountborrowed money; (g) there except by operation of law or in the ordinary and usual course of business, no Group Company has been no disposal granted any Encumbrance over any of any Asset its inventory 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 purposesassets; (h) no dividend Group Company has paid or other distribution of profits or assets has been or has been agreed to be declaredpay any retiring allowance, made superannuation or paid benefit to any of its officers or employees other than as required by law or in accordance with a superannuation or retirement scheme in force at the CompanyAccounts Date or any other arrangement giving rise to such requirement; (i) no resolution in general meeting Group Company has entered into or altered any contract of the Companyservice with any officers, employees or agents, or resolution increased or agreed to increase the rate of the board remuneration or compensation payable to any of directors of the Company has its officers, employees or agents, other than pursuant to salary reviews that have been passed which is not required statutorily or not undertaken on a commercial basis and in the ordinary and usual course of business or which vitiates the provisions of this Agreementbusiness; (j) the rights attaching to any shares in a Group Company, have not altered and no event alteration has occurred which gives rise to Taxation been made 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 capital structure of a Tax liability directly or primarily chargeable against or attributable to another personGroup Company; (k) no event Group Company has occurred which would result in implemented any third party (with new accounting or without the giving of notice) being valuation method for its business, assets, property or becoming entitled to call for the repayment of any indebtedness of the Company prior to the normal maturity daterights; (l) there has no loans have been no resignation made nor bonuses paid by a Group Company to employees, nor have any advances or termination loan money been accepted from any employees, other than in accordance with the Company's remuneration procedures that have been adopted and applied on a commercial basis and in the ordinary and usual course of any Key Employee or any change in any compensation, arrangement or agreement except insofar as provided by this Agreement with any Key Employee;business; and (m) no resolutions have been passed by the members or directors of a Group Company has not made any payment or incurred any liability to any Related Party other than except in the ordinary course of business; (n) there has been no satisfaction or discharge of any Encumbrance or payment of any obligation by the Company, except for those made in the ordinary and usual course of business of that Group Company and those that are not material necessary to its Assetsgive effect to this agreement and, financial condition operation or business; (o) there has been no changewhere applicable, amendment to or termination of a Material Contract of the Company, other than in the ordinary course of its business; (p) there has been no sale, assignment, transfer or other disposal of any Intellectual Property Right of the Company other than in the ordinary course of business; (q) there has been no direct or indirect redemption, purchase or other acquisition of any of the shares or securities of the Company by any person; (r) there has been no failure by the Company to conduct Business in the ordinary course; (s) there has been no payment made by the Company which will not be deductible for Taxation purposes either in computing the profits of the Company or in computing the Taxation chargeable on the relevant Company; (t) there has been no event or condition of any nature which has had or might have a Material Adverse Effect on the Assets, financial condition, operation or business of the Company; (u) No loans or advances to, guarantees or indemnities for the benefit of, or any investments in, any person, have been made by the Company; (v) there has not been any change in accounting methods or practices of the Company or any change in depreciation or amortization policies or rates; (w) no waiver has been granted by the Company of a material right or of a material debt owed to it; and (x) there has been no agreement or commitment by the Company to do any of the things described in this ClauseMerger Transaction.

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 amortisationamortization) 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 Material 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 Material 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 accountaccount other than in the ordinary course of business consistent with past practice; (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 a 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 business, consistent with past practice, 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 compensation, arrangement or agreement except insofar as provided by this Agreement with any Key Employee; (m) the Company has not made any payment or incurred any liability to any Related Party other than in the ordinary course of business; (nm) there has been no satisfaction or discharge of any Encumbrance or payment of any obligation by the Company, except for those made in the ordinary course of business business, consistent with past practice and those that are not material to its Assets, financial condition operation or business; (on) there has been no change, amendment to or termination of a Material Contract of the Company, other than in the ordinary course of its business; (po) there has been no sale, assignment, transfer or other disposal of any Intellectual Property Right of the Company other than in the ordinary course of business; (qp) there has been no direct or indirect redemption, purchase or other acquisition of any of the shares or securities of the Company by any person; (rq) there has been no material failure by the Company to conduct Business in the ordinary course; (sr) there has been no payment made by the Company which will not be deductible for Taxation purposes either in computing the profits of the Company or in computing the Taxation chargeable on the relevant Company; (ts) there has been no event or condition of any nature which has had or might have a Material Adverse Effect on the Assets, financial condition, operation or business of the Company; (ut) No loans or advances to, guarantees or indemnities for the benefit of, or any investments in, any person, have been made by the Company; (vu) there has not been any change in accounting methods or practices of the Company or any change in depreciation or amortization policies or ratesrates except as required by Indian GAAP; (wv) no waiver has been granted by the Company of a material right or of a material debt owed to it; and (xw) there has been no agreement or commitment by the Company to do any of the things described in this Clause.

Since the Accounts Date. (a) The Company has conducted its business in a normal and proper manner; (b) 2.2.1 there has been no deterioration interruption or alteration in the values of any nature, scope or manner of the Assets (other than through business of the normal Company, which business has been carried on lawfully and in the ordinary and usual course of depreciation and/or amortisation) such that the market value of any Asset is less than the value attributed business so as to maintain it in the Accounts and no Asset has been re-valuedas a going concern; (c) The Company has not entered into any contract which is not in its ordinary course of business; (d) 2.2.2 there has been no deterioration in event, change or occurrence which, individually or together with any other event change or occurrence has had a material adverse effect or caused a material adverse change to the turnover, financial or trading position or the prospects of the Company, except as disclosed in the Disclosure Letter; (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 2.2.3 the Company has been passed which is not required statutorily or not continued to pay its creditors in the ordinary course of business and no unusual trade discounts or which vitiates other special terms have been incorporated into any contract entered into by the provisions of this AgreementCompany; (j) no event has occurred which gives rise to Taxation to 2.2.4 the Company on deemed (has repaid all outstanding loans advanced to it by its shareholders or affiliates of its shareholders and has no other loans outstanding and any amounts received from shareholders as opposed to actual) income, profits ‘prepaid capital’ 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‘deposits for subscribed stock’ have been repaid; (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 compensation, arrangement or agreement except insofar as provided by this Agreement with any Key Employee; (m) 2.2.5 the Company has not made acquired, sold, transferred or otherwise disposed of any payment material assets of whatsoever nature or incurred cancelled or waived or released or discounted in whole or in part any liability to any Related Party other than debts or claims, except in each case in the ordinary course of business; (n) there has been no satisfaction or discharge of any Encumbrance or payment of any obligation by the Company, except for those made in the ordinary course of business and those that are not material to its Assets, financial condition operation or business; (o) there has been no change, amendment to or termination of a Material Contract of the Company, other than in the ordinary course of its business; (p) there has been no sale, assignment, transfer or other disposal of any Intellectual Property Right of 2.2.6 the Company other than in has not realised, monetised or reduced the ordinary course of business; (q) there has been no direct or indirect redemption, purchase or other acquisition value of any of the shares or securities assets in the balance sheet contained in the Accounts with the exception of the Company by any person; (r) there has been no failure by the Company to conduct Business cash at bank and other receivables and other than through amortisation of prepaid expenses in the ordinary course; (s) there has been no payment made by 2.2.7 the Company which will has not be deductible for Taxation purposes either incurred any capital expenditure or made any capital commitment of an amount in computing the profits excess of US$50,000 or disposed of any fixed assets having a value of more that US$50,000 in aggregate; 2.2.8 the Company has not hired any employee earning an annual rate of remuneration, in excess of US$50,000 and has not altered the terms of employment of any such employee or in computing dismissed or terminated the Taxation chargeable on employment any such employee or altered the relevant Companyterms of employment of a material category of employees; (t) there has been 2.2.9 no event dividends, bonuses or condition of any nature which has had or might have a Material Adverse Effect on the Assets, financial condition, operation or business of the Company; (u) No loans or advances to, guarantees or indemnities for the benefit of, or any investments in, any person, other distributions have been made declared, approved or paid by the Company; (v) there 2.2.10 the Company has not incurred any borrowings or debts in the nature of borrowings; 2.2.11 no share or loan capital of the Company has been issued or any change in accounting methods option or practices right granted over any share or loan capital of the Company or any change in depreciation or amortization policies or rates; (w) no waiver has been granted by agreement entered into under which the Company is or may be required to issue any of a material right or the same save pursuant to satisfaction of a material debt owed to itCondition 2.1.1; and (x) there has been no agreement or commitment by 2.2.12 the Company has not undergone any capital reorganization or change in its capital structure save pursuant to do any satisfaction of the things described in this ClauseCondition 2.1.