Common use of Post-Balance Sheet Date events Clause in Contracts

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 the Late Payment of Commercial Debts (Interest) Act 1998 and does not have any debts outstanding which are overdue for payment by more than eight weeks; 5.1.10 has not borrowed or raised any money or taken any financial facility (except such short term borrowings from bankers as are within the amount of any overdraft facility which was available to the Company at the Balance Sheet Date) or since the Balance Sheet Date renegotiated or received any notice from any banker that such banker wishes to renegotiate any overdraft facility available to the Company at the Balance Sheet Date; 5.1.11 has not made any change to its accounting reference date and no accounting period of the Company has ended since the Balance Sheet Date; 5.1.12 (including any class of its members) has not passed any shareholders' resolution whether in general meeting or otherwise.

Post-Balance Sheet Date events. 5.1 Since the Balance Sheet Date, the Company: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 nothing has been done which would be likely to prejudice the Accounts which is not in interests of the ordinary course Purchaser as a prospective purchaser of business and without any interruption or material alteration in the nature, scope or manner of its businessShares; 5.1.2 has not experienced any material deterioration in its financial position or turnover or suffered any material 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 supplysupply 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; 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 pound)50,000 per annum and annum, has not appointed or employed any additional director, officer or employee entitled as aforesaidaforesaid and has not appointed any new consultant or revised the existing arrangements of any consultants already appointed by the Company; 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 aggregatedebts; 5.1.7 has not entered into contracts involving capital expenditure in an amount exceeding(pound)20,000 exceeding (pound)25,000 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 within the times agreed with the normal practice of the Company and no claims have been made or are pending under the Late Payment of Commercial Debts (Interest) Act 1998 such creditors and does not have any debts outstanding which are overdue for payment by more than eight four weeks; 5.1.10 has not borrowed or raised any money or taken any financial facility (except such short term borrowings from bankers as are within the amount of any overdraft facility which was available to the Company at the Balance Sheet Date) or since the Balance Sheet Date renegotiated or received any notice from any banker that such banker wishes to renegotiate any overdraft facility available to the Company at the Balance Sheet Date; 5.1.11 has not made any change to its accounting reference date and no accounting period of the Company has ended since the Balance Sheet Date; 5.1.12 (including any class of its members) has not passed any shareholders' resolution whether made a payment or incurred an obligation to make a payment which will not be deductible in general meeting computing trading profits for the purposes of corporation tax or otherwiseas a management expense of the Company.

Post-Balance Sheet Date events. 5.1 Since the Balance Sheet Date, the Company: 5.1.1 the Company has carried on its business in the ordinary and usual normal 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 the Company 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 Company has not had its business business, profitability or profitability so far as the Seller is aware prospects materially and adversely affected by the loss of any important customer or source of supplysupply or by any abnormal factor not affecting similar businesses to a like extent and so far as the Seller is aware there are no facts which are likely to give rise to any such effects; 5.1.3 the Company 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) ), or made any payment not provided for in the Accounts, or entered into any other transaction, otherwise than in the ordinary course of businesstrading; 5.1.4 the Company 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 howsoeverfor any reason; 5.1.5 the Company 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 £50,000 per annum and has not appointed or employed any additional director, officer or employee entitled as aforesaidwho is so entitled; 5.1.6 the Company has received payment in full on their due dates of all debts owing to the Company shown in the Accounts (subject to any provision for bad and doubtful debts made in the Accounts), and the Company has not released any debts in whole or in part and has not or written off debts in an amount exceeding (pound)15,000 £100,000 in the aggregate; 5.1.7 the Company has not entered into contracts involving capital expenditure in an amount exceeding(pound)20,000 exceeding £100,000 in the aggregate; 5.1.8 the Company 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 the Company or to call in any money before the normal due date therefordate; 5.1.9 the Company has not purchased stocks in quantities or at prices materially greater than was the practice of the Company before the Balance Sheet Date; 5.1.10 the Company has paid its creditors in accordance within the times agreed with the normal practice of the Company such creditors and has no claims have been made or are pending under the Late Payment of Commercial Debts (Interest) Act 1998 and does not have any debts outstanding which are overdue for payment by more than eight four weeks; 5.1.10 5.1.11 the Company has not created or agreed to create any Encumbrance or entered into any factoring arrangement, hire-purchase, conditional sale or credit sale agreement which has not been Disclosed (and there has been no default by the Company in the performance or observance of any of the provisions of any such Disclosed Encumbrance, arrangement or agreement); 5.1.12 the Company has not borrowed or raised any money or taken any financial facility (except such short term borrowings from bankers as are within the amount of any overdraft facility which was available to the Company at the Balance Sheet Date) or since the Balance Sheet Date renegotiated or received any notice from any banker that such banker wishes to renegotiate any overdraft facility available to the relevant Company at the Balance Sheet Date; 5.1.11 5.1.13 the Company has not made any material change to the accounting procedures or principles by reference to which the Accounts were drawn up nor made any change to its accounting reference date and no accounting period of the Company has ended since the Balance Sheet Date;; and 5.1.12 5.1.14 the Company (including any class of its members) has not passed any shareholders' resolution whether in general meeting or otherwise. 5.2 Prior to the date of this Agreement, the Seller has procured the repayment by the Companies of all External Borrowings and Inter-Company Payables.

Post-Balance Sheet Date events. 5.1 Since the Balance Sheet Date, the Company: 5.1.1 each of the Companies 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 trading and without any interruption or material alteration in the nature, scope or manner of its businessbusiness and nothing has been done which would be likely to prejudice the interests of the Purchaser as a prospective purchaser of the Shares; 5.1.2 none of the Companies 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 Company value of its net assets is not materially less than the value of its net assets at the Balance Sheet Date and it has not had its business business, profitability or profitability prospects materially and adversely affected by the loss of any important customer or source of supplysupply 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; 5.1.3 none of the Companies 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 none of the Companies 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 its 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 none of the Companies has 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 of its liability 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 profits tax on its actual income (not chargeable gains or deemed income) arising from transactions entered into in the ordinary course of business; 5.1.6 none of the Companies has made any change to the remuneration, terms of employment, emoluments or pension benefits of any its 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 HK$300,000 per annum and has not appointed or employed any additional director, officer or employee entitled as aforesaidwho is so entitled; 5.1.6 has received payment in full of 5.1.7 all debts owing to the Company it as shown in the Accounts (subject to any provision for bad and doubtful debts made are collectable in the Accounts), ordinary course of business and none of the Companies has not released any debts in whole or in part and has not nor written off debts in an amount exceeding (pound)15,000 HK$35,000 in the aggregate; 5.1.7 5.1.8 none of the Companies has not entered into contracts involving capital expenditure in an amount exceeding(pound)20,000 exceeding HK$200,000 in the aggregate; 5.1.8 5.1.9 none of the Companies 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 therefordate; 5.1.9 5.1.10 none of the Companies has purchased stocks in quantities or at prices materially greater than was its practice before the Balance Sheet Date; 5.1.11 each of the Companies has paid its creditors in accordance within the times agreed with the normal practice of the Company and no claims have been made or are pending under the Late Payment of Commercial Debts (Interest) Act 1998 such creditors and does not have any debts outstanding which are overdue for payment by more than eight four weeks; 5.1.10 5.1.12 none of the Companies has created or agreed to create any Encumbrance or entered into any factoring arrangement, hire-purchase, conditional sale or credit sale agreement which has not been Disclosed and which is not in the ordinary course of business (and there has been no default by it in the performance or observance of any of the provisions of any such Encumbrance, arrangement or agreement disclosed); 5.1.13 none of the Companies has borrowed or raised any money or taken any financial facility (except such short term borrowings from bankers as are within the amount of any overdraft facility which was available to the Company it at the Balance Sheet Date) or since the Balance Sheet Date renegotiated or received any notice from any banker that such banker wishes to renegotiate any overdraft facility available to the Company it at the Balance Sheet Date; 5.1.11 5.1.14 each of the Companies has not ensured that its management accounts have been prepared in accordance with SSAP and on a basis consistent with the basis on which the Accounts have been prepared; 5.1.15 none of the Companies has made any change to its accounting reference date and no accounting period of the Company it has ended since the Balance Sheet Date; 5.1.12 5.1.16 none of the Companies has made a payment or incurred an obligation to make a payment which will not be deductible in computing trading profits for the purposes of profits tax or as a management expense of it; and 5.1.17 none of the Companies (including any class of its members) has not passed any shareholders' resolution whether in general meeting or otherwise.