Common use of EVENTS SINCE THE ACCOUNTS DATE Clause in Contracts

EVENTS SINCE THE ACCOUNTS DATE. 11.1 Since the Accounts Date there has been no material adverse change in: (a) the financial or trading position of the Company or the likelihood of the Bank Condition and the IBM Condition being fulfilled; (b) the value or state of assets or amount or nature of liabilities as compared with the position disclosed in the Accounts; or (c) in the turnover, direct or indirect expenses or the margin of profitability of the Company as compared with the position disclosed for the equivalent period of the last financial year. 11.2 The Company has since the Accounts Date carried on its business in the ordinary course and without interruption, so as to maintain it as a going concern and paid its creditors in the ordinary course and within the credit periods agreed with such creditors. 11.3 Since the Accounts Date no supplier of the Company has ceased or restricted supplies or threatened so to do, there has been no loss or material curtailment of the business transacted by the Company with any customer which at any time in the preceding financial year represented ten per cent or more of the turnover of the Company and the Warrantors are not aware of any circumstances likely to give rise to any of the above. 11.4 Since the Accounts Date the Company has not: (a) incurred or committed to incur: (i) material capital expenditure; or (ii) any liability whether actual or contingent except for full value or in the ordinary course of business; (b) acquired or agreed to acquire: (i) any asset for a consideration higher than its market value at the time of acquisition or otherwise than in the ordinary course of business; or (ii) any business or substantial part of it or any share or shares in a body corporate; (c) disposed of or agreed to dispose of, any of its assets except in the ordinary course of business and for full value; (d) repaid wholly or in part any loan except upon the due date or dates for repayment; (e) issued or allotted share or loan capital, increased its authorised share capital, purchased or redeemed any shares, reduced or re-organised its share capital or agreed to do so; or (f) declared or paid any distribution of profit. 11.5 None of the debts included in the Accounts or any of the debts subsequently arising have been the subject of factoring by the Company and the Warrantors are not aware of any circumstances which could result in any presently outstanding debt in excess of £1,000 not being paid in full.

Appears in 1 contract

Sources: Share Purchase Agreement (Activcard Corp)

EVENTS SINCE THE ACCOUNTS DATE. 11.1 12.1 Since the Accounts Date there has been no material adverse change in: (a) the financial or trading position or prospects of the Company or the likelihood of the Bank Condition and the IBM Condition being fulfilledany Group Company; (b) the value or state of assets or amount or nature of liabilities as compared with the position disclosed in the Accounts; or (c) in the turnover, direct or indirect expenses or the margin of profitability of the any Group Company as compared with the position disclosed for the equivalent period of the last financial year. 11.2 The 12.2 Each Group Company has since the Accounts Date carried on its business in the ordinary course and without interruption, so as to maintain it as a going concern and paid its creditors in the ordinary course and within the credit periods agreed with such creditors. 11.3 12.3 Since the Accounts Date no supplier of the any Group Company has ceased or restricted supplies or threatened so to do, there has been no loss or material curtailment of the business transacted by the any Group Company with any customer which at any time in the preceding financial year represented ten 5 per cent or more of the turnover of the that Group Company and the Warrantors are not aware of any circumstances likely to give rise to any of the above. 11.4 12.4 Since the Accounts Date the no Group Company has nothas: (a) incurred or committed to incur: (i) material (and for the purposes of this sub-clause material shall mean a sum in excess of L20,000) capital expenditure; or (ii) any liability whether actual or contingent except for full value or in the ordinary course of business; (b) acquired or agreed to acquire: (i) any asset for a consideration higher than its market value at the time of acquisition or otherwise than in the ordinary course of business; or (ii) any business or substantial part of it or any share or shares in a body corporate; (c) disposed of or agreed to dispose of, any of its the assets of any Group Company, except in the ordinary course of business and for full value; (d) repaid wholly or in part any loan except upon the due date or dates for repayment; (e) issued or allotted share or loan capital, increased its authorised share capital, purchased or redeemed any shares, reduced or re-organised its share capital or agreed to do so; or (f) declared or paid any distribution of profit. 11.5 12.5 None of the debts included in the Accounts or any of the debts subsequently arising have been the subject of factoring by the any Group Company and the Warrantors are not aware of any circumstances which could result in any presently outstanding debt in excess of £1,000 L1,000 not being paid in full.

Appears in 1 contract

Sources: Shareholder Agreement (Activision Inc /Ny)