Post-Balance Sheet Date events Sample Clauses

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Post-Balance Sheet Date events. 5.1 Since the Balance Sheet Date, the Company: 5.1.1 has carried on its business in the normal course and without any material interruption or material alteration in the nature or manner of its business; 5.1.2 has not experienced any material deterioration in its overall financial position or overall turnover and not had its business materially and adversely affected by the loss of any important source of supply; 5.1.3 save in relation to the Reorganisation, has not acquired or disposed of or agreed to acquire or dispose of any assets in excess of £50,000 except in the ordinary course of business, or assumed or incurred, or agreed to assume or incur, any material liabilities or entered into any contract of three years or longer duration or involving commitments of more than £50,000 otherwise than in the ordinary course of trading; 5.1.4 has not declared, made or paid any dividend or other distribution of capital or income; 5.1.5 has not received or been notified of any general wage claim or made or agreed to make any material change to the terms of employment of any director or employee of a Group Company whose basic salary is more than £50,000 per annum; 5.1.6 has not entered into any contract involving capital expenditure in an amount exceeding £50,000; 5.1.7 has not capitalised its reserves and has not created, allotted, issued, acquired, repaid or redeemed share or loan capital nor granted or agreed to grant any option in respect of any share or loan capital; 5.1.8 has not changed its accounting reference period; 5.1.9 has not granted any credit except trade credit given in the ordinary course of business; 5.1.10 has not (excluding debt collection in the ordinary course of business) compromised, settled, released, discharged or compounded litigation or arbitration proceedings or a liability claim, action, demand or dispute or waived a right in relation to litigation or arbitration proceedings where the value exceeds £50,000; 5.1.11 has not created, nor agreed to create or amend a mortgage, charge, option, right of pre-emption, right to acquire, assignment by way of security or other security interest of any kind however created or arising and any other agreement (including without limitation, a sale and repurchase arrangement) having similar effect over the Properties; 5.1.12 has not redeemed, repurchased, repaid or agreed, arranged or undertaken to do so, its share or loan capital; 5.1.13 has not paid a management or similar charge; 5.1.14 has not bor...
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Post-Balance Sheet Date events. Since the Balance Sheet Date, the Company:
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Post-Balance Sheet Date events. 5.1 Since the Balance Sheet Date, the Company: 5.1.1 has carried on its business in the ordinary and usual course and without entering into any transaction, assuming any liability or making any payment not provided for in the Accounts which is not in the ordinary course of business and without any interruption or material alteration in the nature, scope or manner of its business; 5.1.2 has not experienced any material deterioration in its financial position or turnover or suffered any diminution of its assets by the wrongful act of any person and the Company has not had its business or profitability materially and adversely affected by the loss of any important customer or source of supply; 5.1.3 has not acquired or disposed of or agreed to acquire or dispose of any material assets or assumed or incurred or agreed to assume or incur any material liabilities (actual or contingent) otherwise than in the ordinary course of business; 5.1.4 has not declared, made or paid any dividend, bonus or other distribution of capital or income (whether a qualifying distribution or otherwise) and (excluding fluctuations in overdrawn current accounts with bankers) no loan or loan capital of the Company has been repaid in whole or in part or has become due or is liable to be declared due by reason of either service of a notice or lapse of time or otherwise howsoever; 5.1.5 has not made any change to the remuneration, terms of employment, emoluments or pension benefits of any present or former director, officer or employee of the Company who on the Balance Sheet Date was entitled to remuneration in excess of (pound)15,000 per annum and has not appointed or employed any additional director, officer or employee entitled as aforesaid; 5.1.6 has received payment in full of all debts owing to the Company shown in the Accounts (subject to any provision for bad and doubtful debts made in the Accounts), has not released any debts in whole or in part and has not written off debts in an amount exceeding (pound)15,000 in the aggregate; 5.1.7 has not entered into contracts involving capital expenditure in an amount exceeding(pound)20,000 in the aggregate; 5.1.8 has not become aware that any event has occurred which would entitle any third party to terminate any contract or any benefit enjoyed by it or call in any money before the normal due date therefor; 5.1.9 has paid its creditors in accordance with the normal practice of the Company and no claims have been made or are pending under t...
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Post-Balance Sheet Date events. 5.1 Since the Balance Sheet Date, the Company: 5.1.1 has carried on its business in the ordinary and usual course and without entering into any transaction, assuming any liability or making any payment not provided for in the Balance Sheet Accounts which is not in the ordinary course of business and without any interruption or alteration in the nature, scope or manner of its business; 5.1.2 has not experienced and nor has there become apparent any material deterioration in its financial position or turnover or suffered any diminution of its assets by the wrongful act of any person and the Company has not had its business or profitability materially and adversely affected by the loss of any important Customer or source of supply or by any abnormal factor not affecting similar businesses to a like extent and so far as the Warrantors are aware, having made due and careful enquiry of the Managers, there are no facts which are likely to give rise to any such effects; 5.1.3 has not acquired or disposed of or agreed to acquire or dispose of any assets or assumed or incurred or agreed to assume or incur any material liabilities (actual or contingent) otherwise than in the ordinary course of business; 5.1.4 has not declared, made or paid any dividend, bonus or other distribution of capital or income (whether a qualifying distribution or otherwise) or paid (or agreed to pay) any management charge and (excluding fluctuations in overdrawn current accounts with bankers) no loan or loan capital of the Company has been repaid in whole or in part or has become due or is liable to be declared due by reason of either service of a notice or lapse of time or otherwise howsoever;
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Post-Balance Sheet Date events. Since the Balance Sheet Date2, (i) neither KTM nor any of its Subsidiaries entered into any transaction outside the ordinary course of business, (ii) there has been no material deterioration in the assets and the financial position of KTM or any of its Subsidiaries, (iii) no distribution of capital or income/dividend has been or will be declared, made or paid, and (iv) the business of KTM and of its Subsidiaries has not been materially and adversely affected by the loss of any important customer or material source of supply or material intellectual property rights or by any factor not affecting similar businesses to a like extent or by any material casualty losses or damages and to the Seller’s Best Knowledge there are no facts which are likely to give rise to any such effect.
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Post-Balance Sheet Date events. Since 31 March 2005 until the Disclosure Date, the Company: 5.7.1 carried out its business without any material interruption or material alteration in the nature, scope or manner of its business; 5.7.2 did not enter into any transaction outside the Ordinary Course of Business Phase I; 5.7.3 did not declare, make or pay any dividends or other distribution of capital or income to the Sellers except the APP Deferred Consideration; 5.7.4 did not make any material change to the remuneration, terms of employment or emoluments of any present member of the Management Board who on 31 March 2005 or thereafter was entitled to remuneration in excess of One Hundred Thousand Euro (€100,000) per annum and did not appoint or employ or offer to appoint or employ any additional member of the Management Board who is so entitled; 5.7.5 did not waive any accounts receivables in whole or in part in an aggregate amount exceeding Five Hundred Thousand Euro (€500,000); for the avoidance of doubt, waiving hereunder shall be construed as to not include the writing off of bad debt or the settlement of amounts in dispute;
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Post-Balance Sheet Date events. 5.1 Since the Balance Sheet Date, the Company: (a) has carried on its business in the ordinary and usual course and without entering into any transaction, assuming any liability or making any payment not provided for in the Accounts which is not in the ordinary course of business and without any interruption or alteration in the nature, scope or manner of its business and nothing has been done which would be likely to prejudice the interests of the Buyer as a prospective buyer of the Shares; (b) has not experienced any material deterioration in its financial position or prospects or turnover or suffered any diminution of its assets by the wrongful act of any person and the value of its net assets is not materially less than the value of its net assets at the Balance Sheet Date and the Company has not had its business, profitability or prospects materially and adversely affected by the loss of any important customer or source of supply or by any abnormal factor not affecting similar businesses to a like extent and there are no facts which are likely to give rise to any such effects; (c) has not acquired or disposed of or agreed to acquire or dispose of any assets or assumed or incurred or agreed to assume or incur any material liabilities (actual or contingent) otherwise than in the ordinary course of business; (d) has not declared, made or paid any dividend, bonus or other distribution of capital or income (whether a qualifying distribution or otherwise) and (excluding fluctuations in overdrawn current accounts with bankers) no loan or loan capital of the Company has been repaid in whole or in part or has become due or is liable to be declared due by reason of either service of a notice or lapse of time or otherwise howsoever; (e) has not carried out or entered into any transaction and no other event has occurred in consequence of which (whether alone or together with any one or more transactions or events occurring before, on or after the date of this agreement) any liability of the Company to Taxation has arisen or will arise (or would have arisen or would or might arise but for the availability of any relief, allowance, deduction or credit) other than corporation tax on the actual income (not chargeable gains or deemed income) of the Company arising from transactions entered into in the ordinary course of business, income tax under the PAYE system and national insurance and social security contributions in respect of persons employed by it since the Bal...
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Related to Post-Balance Sheet Date events

  • Off-Balance Sheet Transactions There is no transaction, arrangement or other relationship between the Company or any of its Subsidiaries and an unconsolidated or other off-balance sheet entity which is required to be disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus (other than as disclosed therein).

  • Closing Date Balance Sheet (a) Within thirty (30) days after the Closing Date, Buyer shall prepare and deliver to Shareholders' Representative a draft Closing Date Balance Sheet, which shall be prepared (i) in accordance with GAAP applied in a manner consistent with the past practice of the Company, except as otherwise specifically required by the Net Worth Methodology and (ii) in a manner consistent with the December Balance Sheet. (b) If Shareholders' Representative has no objections to the draft Closing Date Balance Sheet, such draft shall constitute the Closing Date Balance Sheet. If Shareholders' Representative has any objections to the draft Closing Date Balance Sheet, it will deliver a detailed statement describing its objections to Buyer within thirty (30) days after receiving the draft Closing Date Balance Sheet. Shareholders' Representative and Buyer will use their commercially reasonable efforts to resolve any such objections. If Shareholders' Representative duly gives Buyer such notice of objection, and if Buyer and Shareholders' Representative fail to resolve the issues outstanding with respect to the Closing Date Balance Sheet and the calculation of the Closing Date Net Worth within thirty (30) days of Buyer's receipt of Shareholders' Representative's objection notice, Buyer and Shareholders' Representative shall submit the issues remaining in dispute to PricewaterhouseCoopers, certified public accountants (the "Independent Accountants"). If issues remaining in dispute are submitted to the Independent Accountants for resolution, (i) Buyer and Shareholders' Representative shall promptly furnish or cause to be furnished to the Independent Accountants such work papers and other documents and information relating to the disputed issues as the Independent Accountants may request and are available to that party or its agents and shall be afforded the opportunity to present to the Independent Accountants any material relating to the disputed issues and to discuss the issues with the Independent Accountants; (ii) the determination by the Independent Accountants, as set forth in a notice to be delivered to both Buyer and Shareholders' Representative within thirty (30) days of the submission to the Independent Accountants of the issues remaining in dispute, shall be final, binding and conclusive on the parties and shall be used in the calculation of the Closing Date Net Worth; and (iii) Buyer shall bear fifty percent (50%) of the fees and costs of the Independent Accountants for such determination and fifty percent (50%) of such fees and expenses shall be paid from the Escrow Fund. (c) Buyer will make the work papers used in preparing the draft Closing Date Balance Sheet and the Closing Date Balance Sheet available to Shareholders' Representative at reasonable times and upon reasonable notice at any time during the preparation by Buyer of the draft Closing Date Balance Sheet and the resolution of any objections with respect thereto.

  • Pro Forma Balance Sheet; Financial Statements The Lenders shall have received (i) the Pro Forma Balance Sheet, (ii) audited consolidated financial statements of the Borrower and its Subsidiaries for the most recently ended fiscal year and (iii) unaudited interim consolidated financial statements of the Borrower and its Subsidiaries for each fiscal quarter ended after the date of the latest applicable financial statements delivered pursuant to clause (i) of this paragraph as to which such financial statements are available.

  • Off-Balance Sheet Arrangements There is no transaction, arrangement, or other relationship between the Company or any of its Subsidiaries and an unconsolidated or other off balance sheet entity that is required to be disclosed by the Company in its 1934 Act filings and is not so disclosed or that otherwise could be reasonably likely to have a Material Adverse Effect.

  • No Off Balance Sheet Arrangements There is no transaction, arrangement, or other relationship between the Company or any of its Subsidiaries and an unconsolidated or other off balance sheet entity that is required to be disclosed by the Company in its 1934 Act filings and is not so disclosed or that otherwise could be reasonably likely to have a Material Adverse Effect.