Since the Management Accounts Date Sample Clauses

Since the Management Accounts Date a. The Business of the BDI Group has been carried on in the ordinary and normal course of business so as to maintain the same as a going concern and without any material alteration in the nature, scope or manner of such business. b. Without limiting the generality of the foregoing, no member of the BDI Group has (i) acquired any business, line of business or person by merger or consolidation, purchase of material assets or equity interests, in a single transaction or a series of related transactions, or entered into any contract, letter of intent or similar arrangement (whether or not enforceable) with respect to the foregoing; (ii) disposed of or agreed to dispose of any material assets essential to the BDI Group’s core business otherwise than in the normal course of its business; or (iii) entered into any agreement, transaction, obligation, commitment, understanding, arrangement or liability that is not entirely on an arm’s-length basis. c. There has been no Material Adverse Effect in the turnover or the financial or trading position of the BDI Group and no fact, event or matter has occurred which will give rise to any such change.

Since the Management Accounts Date. (a) Each of the Target Companies has conducted the Business in the normal course and as a going concern; (b) None of the Target Companies has issued or agreed to issue any share or loan capital; (c) no dividend or other distribution of profits or assets has been, or agreed to be, declared, made or paid by any of the Target Companies up to the date of this Agreement; (d) None of the Target Companies has borrowed or raised any money or given or taken any form of financial security other than in the ordinary course of their respective Business;

Since the Management Accounts Date. (a) the basis of the remuneration payable to the Employees has not altered and the Group is not obliged to increase, nor has it made provision to increase, the total annual remuneration payable to its Employees by more than 5%; and (b) no alterations have been made to: (i) the terms of employment or conditions of service of any Employee; (ii) the pension or other benefits of any Employee or any former Employee or officer of the Group (or any dependant of any such person); or (iii) 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.

Since the Management Accounts Date. (a) the Company has carried on its business in the ordinary and normal course; (b) no loans or loan capital of the Company have been repaid; (c) the Company has not paid or declared any dividend nor made any payment which is a distribution for tax purposes; (d) there has been no change in accounting methods or practices by the Company affecting its assets, liabilities or business; (e) there has been no revaluation by the Company of any of its assets, including without limitation, writing off notes or accounts receivable; (f) there has been no damage, destruction or loss (whether or not covered by insurance) adversely affecting the properties, business or prospects of the Company; and (g) there has been no other event or condition of any character which in any one case or in the aggregate has materially adversely affected, or any event or condition known to the Company which it is reasonable to expect will, in any one case or in the aggregate, materially adversely affect in the future, the condition (financial or otherwise), assets, liabilities, working capital, reserves, earnings, business or prospects of the Company.