Common use of EVENTS SINCE THE ACCOUNTS DATE Clause in Contracts

EVENTS SINCE THE ACCOUNTS DATE. Since the Accounts Date and up to the date of this Agreement: (A) there has been no Material Adverse Change: (B) the IWC Business as a whole has been carried on, in all material respects, in the ordinary course and consistent with past practice during the 36 months prior to the Accounts Date; (C) no resolution in general meeting or written resolution of the shareholders or quotaholders of the Company has been passed, other than resolutions relating to the ordinary course of the IWC Business, the routine business of annual general meetings and those resolutions necessary or desirable to give effect to the transactions contemplated by this Agreement (including the Pre-Sale Reorganisation); (D) no change in the accounting reference period has been made; (E) no distribution of capital, income or return of funds or stock has been declared, made or paid by the Company, nor has there been any reduction of paid up share capital by the Company; (F) the Company or Asset Seller (as the case may be) has not entered into, or agreed to enter into, any unbudgeted capital commitments which when aggregated with the other capital commitments of the IWC Business exceed the total capital budget of the IWC Business; (G) no share or loan capital has been issued or agreed to be issued by the Company; (H) no Senior Employee has been dismissed or given or received notice of termination of employment (unless circumstances exists justifying summary dismissal) nor has any material change in the employment terms of such Senior Employee been made; and (I) neither the Company or Asset Seller (as the case may be) has acquired or disposed of any business or activity as a going concern.

EVENTS SINCE THE ACCOUNTS DATE. 4.1 Since the Accounts Date and up to the date of this Agreement:hereof, (Aa) there has not occurred any matter what would require the consent of the Purchaser pursuant to paragraphs 1(a), 1(b), 1(c), 1(g), 1(h), 1(i), 1(p) or 1(q) of Schedule 5 had such matter occurred after the date hereof; (b) there has not been no any Material Adverse Change:Effect, and no event has occurred or circumstance exists that, so far as Seller is aware, would reasonably be expected to result in any Material Adverse Effect; (Bc) the IWC Business as a whole has been carried onCompany has, except for the transactions contemplated by the Transaction Documents, in all material respects, respects carried on its operations and business activities in the ordinary course and consistent with past practice during the 36 months prior to the Accounts Dateof business; (Cd) no resolution in general meeting or written resolution of the shareholders or quotaholders of the Company has been passed, other than resolutions relating to in the ordinary course of business, no material increase in the IWC Businessrates of commissions paid to any General Agency, Life Planner or broker of the routine business of annual general meetings and those resolutions necessary or desirable to give effect to the transactions contemplated by this Agreement (including the Pre-Sale Reorganisation)Company, has occurred; (De) no material change in reinsurance, hedging, local/statutory reserving methodology, practices or policies (including, without limitation any related bonus adjustments or the accounting reference period has been made; (E) no distribution of capitalmethodology used to determine policyholders’ dividends and bonuses), income valuation or return of funds risk based capital methodology, in each case as entered into or stock has been declared, made or paid used by the Company, nor has there been any reduction of paid up share capital occurred other than as required by the CompanyApplicable Law; (F) the Company or Asset Seller (as the case may be) has not entered into, or agreed to enter into, any unbudgeted capital commitments which when aggregated with the other capital commitments of the IWC Business exceed the total capital budget of the IWC Business; (Gf) no share or loan capital has been issued or agreed to be issued by the Company; (H) no Senior Employee has been dismissed or given or received notice of termination of employment (unless circumstances exists justifying summary dismissal) nor has any material change in the employment interest rate or financial terms applicable to any intra-group Indebtedness between the Company and any member of such Senior Employee been madethe Seller’s Group has occurred; andor (Ig) neither no commitment for a capital expenditure has been entered into by the Company to spend monies in excess of, individually or, with respect to any related series of commitments, in aggregate, KRW 750,000,000. 4.2 Since the Accounts Date, no corporate action authorizing or Asset Seller approving any of paragraphs 4.1(d) through (as the case may beg) has acquired or disposed of any business or activity as a going concernbeen taken by the Company, and no agreement relating thereto has been entered into by the Company.