Since the Locked Box Date Clause Samples
The 'Since the Locked Box Date' clause defines the period between a specified financial cut-off date (the Locked Box Date) and the completion of a transaction, during which certain financial activities are restricted or monitored. Typically, this clause ensures that the seller does not extract value from the target company, such as through dividends or unusual payments, after the Locked Box Date and before closing. Its core function is to protect the buyer from financial leakage and maintain the agreed value of the business during the interim period.
Since the Locked Box Date. 1.4.1 the business of each Group Company has been carried on in the ordinary course so as to maintain the business as a going concern;
1.4.2 no distributions within the meaning of Part 23 of the Act have been declared, paid or made except as provided for in the Locked Box Accounts;
1.4.3 no share or loan capital of any Group Company has been issued, allotted, redeemed, purchased or repaid by any Group Company and no Group Company has agreed to do the same or has granted any option to any person to require the same;
1.4.4 no Group Company has borrowed or raised any money or taken any form of financial security, and no capital expenditure has been incurred on any individual item by any Group Company, in excess of £10,000;
1.4.5 no asset of a value in excess of £10,000 has been, or has been agreed to be, acquired or disposed of on capital account by the Group other than in the ordinary course of business;
1.4.6 no resolution of any Group Company has been passed (other than ordinary business at annual general meetings);
1.4.7 no Material Customer or Material Supplier of any Group Company has ceased to deal, or so far as the Founders are aware has indicated an intention to cease to deal or to deal on a smaller scale, with any Group Company, or has changed or so far as the Founders are aware indicated that it wishes to materially change the terms on which it deals with any Group Company;
1.4.8 no Group Company has disposed of or acquired, or agreed to dispose of or acquire, or is negotiating to dispose of or acquire:
(a) any business of, or any shares, debentures or other securities in, a body corporate;
(b) any interest in, any business of or shares, debentures or other securities in, a body corporate; or
(c) any other asset, or interest in any other asset or has assumed or incurred any material liabilities (whether actual or contingent), other than in the ordinary and proper course of business of the Group Company in question;
1.4.9 no Group Company has repaid all or part of any debt owed by it in advance of the due date for repayment, or agreed to do so, or has written off or released any debt owing to it (save where such debt is owed by one Group Company to or from another Group Company);
1.4.10 there has been no material change in the policy or procedures by which the Group Companies collect their debts;
1.4.11 the Group Companies have paid their creditors in the ordinary course of business and within the normal period for payment to those creditors;
1.4.12...
Since the Locked Box Date. 1.2.1 no Taxation has or may have arisen in the Company (or would have arisen by for the use of any available Reliefs) other than in respect of normal trading income arising in the ordinary course of the Company’s business;
1.2.2 no Event has taken place which, had it occurred or been planned at the Locked Box Date, would have caused the provision for deferred Taxation to be greater than, or deferred Taxation asset to be less than, that which appears in the Locked Box Accounts; and
1.2.3 no accounting period of the Company has ended.
Since the Locked Box Date. 4.1.1 the Group has carried on its business in the ordinary course of business and so as to maintain the business as a going concern, and no Group Company has made or agreed to make any payment other than payments in the ordinary course of business of business;
4.1.2 no Group Company has entered into, other than in the ordinary course of business of business, any single contract, liability or commitment in respect of capital expenditure which involved or may involve expenditure of £1,000,000 in one single item or an obligation of a material nature or magnitude;
4.1.3 subject to Warranty 4.1.2, no Group Company has disposed of, or agreed to dispose of, other than in the ordinary course of business, any one or more assets in a single transaction or a series of connected transactions, where the value of such assets exceeds £1,000,000;
4.1.4 other than in the ordinary course of business of business, no Group Company has made any changes (other than those required by law) in existing terms of employment, including pension fund commitments, in circumstances which taken together could increase the total staff costs of the Group by more than five per cent. per annum;
4.1.5 no Group Company has made any changes to the salary, bonus, commission or performance related pay (in the case of commission or performance related pay only, other than in the ordinary course of business) or material terms and conditions of any officer or Senior Employee and no Group Company is under any obligation to make any such changes with or without retrospective operation;
4.1.6 no Group Company has entered into any transaction with the Seller, the Seller LLP Partners or any of their connected persons to the extent not on arm’s length third party terms;
4.1.7 no substantial supplier has ceased or substantially reduced its trade with the Group;
4.1.8 no Group Company has declared, paid or made a dividend or other distribution (including a distribution within part 23 of CTA 2010);
4.1.9 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;
4.1.10 no share or loan capital has been allotted, issued or agreed to be allotted or issued by any Group Company;
4.1.11 other than in the ordinary course of business, no Group Company has obtained new borrowings or indebtedness in the nature of borrowings or received any notice to repay under any agreement (other than an agreement ...
Since the Locked Box Date. Since the Locked Box Date:
(a) no share or loan capital has been issued or allotted, or agreed in writing to be issued or allotted, by the Target; and
(b) the Target has not redeemed or purchased or agreed in writing to redeem or purchase any of its share capital.
Since the Locked Box Date. Since the Locked Box Date:
(a) no share or loan capital has been issued or allotted, or agreed to be issued or allotted, by any member of the YMC Group;
(b) YMCP and YMCS have not redeemed or purchased or agreed to redeem or purchase any of its share capital.