Position since Management Accounts Date. Subject to Clause 7.2, since the respective dates of the Company’s Management Accounts and the Beijing Vizeum’s Management Accounts: (a) Neither the Company nor Beijing Vizeum has, except in the ordinary course of business, sold, leased, transferred, or assigned any of its respective properties, rights or assets having a value in excess of Five Hundred Thousand Hong Kong Dollars (HK$500,000); (b) Save and except as disclosed in Section 7.1.2(b) of the Disclosure Letter, neither the Company nor Beijing Vizeum has, except in the ordinary course of business, entered into any contract or agreed to any waiver of material rights under, material modification, amendment or extension of, any contract requiring or likely to require payments to or from the Company and/or Beijing Vizeum in any one (1) year of more than Five Hundred Thousand Hong Kong Dollars (HK$500,000) and no such contract has been terminated or been the subject of any notice regarding termination; (c) Neither the Company nor Beijing Vizeum has, except in the ordinary course of business, increased or modified the compensation or benefits payable or to become payable to any Key Employee (defined under Clause 7.1.7(a)), including modifying or entering into any contract, plan or arrangement relating to employment, compensation, benefits, termination, retention, change-in-control or severance; (d) Neither the Company nor Beijing Vizeum has mortgaged, pledged or subjected to any Encumbrances any of its assets having a value in an amount in excess of One Hundred Thousand Hong Kong Dollars (HK$100,000) in any one case or Five Hundred Thousand Hong Kong Dollars (HK$500,000) in the aggregate, other than in connection with expenses incurred in the ordinary course of business; (e) Neither the Company nor Beijing Vizeum has made any loans or advances in an amount in excess of One Hundred Thousand Hong Kong Dollars (HK$100,000) in any one case or Five Hundred Thousand Hong Kong Dollars (HK$500,000) in the aggregate to any person(s), other than in the ordinary course of business; (f) Save and except as disclosed in Section 7.1.2(f) of the Disclosure Letter, neither the Company nor Beijing Vizeum has purchased any assets or properties in a single transaction or series of related transactions for an aggregate purchase price exceeding Five Hundred Thousand Hong Kong Dollars (HK$500,000), other than in the ordinary course of business; (g) no dividend or other distribution has been declared, paid or made by the Company and Beijing Vizeum save as Disclosed as of the date hereof; and (h) the Company and Beijing Vizeum has not issued or agreed to issue any share or equity interest (as the case may be) or grant any option or right to acquire or subscribe any of the shares or equity interest (as the case may be) in the Company or Beijing Vizeum save as provided in Clauses 2, 3 and 4.2.6.
Appears in 2 contracts
Sources: Joint Venture Agreement (Charm Communications Inc.), Joint Venture Agreement (Charm Communications Inc.)