Common use of Audited Accounts and Management Accounts Clause in Contracts

Audited Accounts and Management Accounts. 4.1 The financial year for each of the Vsource Companies ends on 31 January. 4.2 The copies (certified as true by a director or the company secretary or competent person of the relevant Vsource Company) of the Audited Accounts and Management Accounts to be supplied to the Purchaser are true and correct copies of the Accounts. 4.3 Based on applicable accounting and tax principles, the Audited Accounts and where applicable the Management Accounts: 4.3.1 have been and will be prepared on a consistent basis in accordance with generally accepted accounting principles and practices and approved accounting standards prevailing in Malaysia, Japan and Taiwan, as applicable; 4.3.2 to the best of the knowledge and belief of the Vendor, comply with the requirements of the Act and all other similar regulatory provisions thereto in Japan and Taiwan; 4.3.3 show a true and fair view of the state of affairs, financial position, assets and liabilities of each of the Vsource Companies and its results for its financial period ending on the Last Accounting Date; 4.3.4 make provision for the depreciation of the fixed assets of each of the Vsource Companies in accordance with generally accepted accounting principles and practices and approved accounting standards prevailing in Malaysia, Japan and Taiwan, as applicable; 4.3.5 make full provision for all bad and/or doubtful debts of each of the Vsource Companies in accordance with generally accepted principles and practices and approved accounting standards prevailing in Malaysia, Japan and Taiwan, as applicable; 4.3.6 make full provision for all taxation for which each of the Vsource Companies was liable; 4.3.7 set out all such reserves or provisions for taxation as was advised by each of the Vsource Companies’ tax advisers to make on the basis of the rates of tax in force as at the relevant dates in respect of transactions occurring before the Last Accounting Date. 4.4 Based on applicable accounting and tax principles, all liabilities or outstanding capital commitments of each of the Vsource Companies as at its Last Accounting Date have been included in the Audited Accounts and where applicable, the Management Accounts: 4.4.1 by way of a provision or reserve; or 4.4.2 in the case of a liability which was contingent, unquantified or disputed, by way of a note disclosing and stating the likely amount which has been or could be claimed and the likelihood, in the opinion of the directors of the relevant Vsource Company, of the materialisation or success of such a claim. 4.5 The accounting and other books, ledgers, financial and other records of each of the Vsource Companies are in its possession. 4.6 To the best of the knowledge and belief of the Vendor, none of the Vsource Companies has entered into any contract or arrangement or transaction which is an off-balance sheet item having a material adverse effect on the financial condition of the Vsource Companies. 4.7 All assets required to be disclosed as assets of the Vsource Companies pursuant to applicable accounting standards and principles are stated in the Audited Accounts and where applicable the Management Accounts (except for such items as have been disposed of or realised by any of the Vsource Companies in the ordinary course of business) and shall continue to remain in the absolute beneficial ownership of the relevant Vsource Company and to the best of the knowledge and belief of the Vendor, are free from any claims, encumbrances, interests, rights, charges, liens, mortgages or pledges over its assets, hire or hire purchase agreement or leasing agreement or agreement for payment on deferred terms (other than those disclosed in the Audited Accounts or the Management Accounts).

Audited Accounts and Management Accounts. 4.1 The financial year for each of the Vsource Companies ends on 31 January. 4.2 The copies (certified as true by a director or the company secretary or competent person of the relevant Vsource Company) of the Audited Accounts and Management Accounts to be supplied to the Purchaser are true and correct copies of the Accounts. 4.3 Based on applicable accounting and tax principles, the Audited Accounts and where applicable the Management Accounts: 4.3.1 have been and will be prepared on a consistent basis in accordance with generally accepted accounting principles and practices and approved accounting standards prevailing in Malaysia, Japan and Taiwan, as applicable; 4.3.2 to the best of the knowledge and belief of the Vendor, comply with the requirements of the Act and all other similar regulatory provisions thereto in Japan and Taiwan;; Sale and Purchase Agreement Vsource (Malaysia) Sdn Bhd Eastern Polar Sdn Bhd Execution Copy 4.3.3 show a true and fair view of the state of affairs, financial position, assets and liabilities of each of the Vsource Companies and its results for its financial period ending on the Last Accounting Date; 4.3.4 make provision for the depreciation of the fixed assets of each of the Vsource Companies in accordance with generally accepted accounting principles and practices and approved accounting standards prevailing in Malaysia, Japan and Taiwan, as applicable; 4.3.5 make full provision for all bad and/or doubtful debts of each of the Vsource Companies in accordance with generally accepted principles and practices and approved accounting standards prevailing in Malaysia, Japan and Taiwan, as applicable; 4.3.6 make full provision for all taxation for which each of the Vsource Companies was liable; 4.3.7 set out all such reserves or provisions for taxation as was advised by each of the Vsource Companies’ tax advisers to make on the basis of the rates of tax in force as at the relevant dates in respect of transactions occurring before the Last Accounting Date. 4.4 Based on applicable accounting and tax principles, all liabilities or outstanding capital commitments of each of the Vsource Companies as at its Last Accounting Date have been included in the Audited Accounts and where applicable, the Management Accounts: 4.4.1 by way of a provision or reserve; or 4.4.2 in the case of a liability which was contingent, unquantified or disputed, by way of a note disclosing and stating the likely amount which has been or could be claimed and the likelihood, in the opinion of the directors of the relevant Vsource Company, of the materialisation or success of such a claim. 4.5 The accounting and other books, ledgers, financial and other records of each of the Vsource Companies are in its possession. 4.6 To the best of the knowledge and belief of the Vendor, none of the Vsource Companies has entered into any contract or arrangement or transaction which is an off-balance sheet item having a material adverse effect on the financial condition of the Vsource Companies. 4.7 All assets required to be disclosed as assets of the Vsource Companies pursuant to applicable accounting standards and principles are stated in the Audited Accounts and where applicable the Management Accounts (except for such items as have been disposed of or realised by any of the Vsource Companies in the ordinary course of business) and shall continue to remain in the absolute beneficial ownership of the relevant Vsource Company and to the best of the knowledge and belief of the Vendor, are free from any claims, encumbrances, interests, rights, charges, liens, mortgages or pledges over its assets, hire or hire purchase agreement or leasing agreement or agreement for payment on deferred terms (other than those disclosed in the Audited Accounts or the Management Accounts).