Common use of Since the Accounts Date Clause in Contracts

Since the Accounts Date. (a) the Company and each of the Subsidiaries has conducted the Business in the normal course and as a going concern; (b) there has been no material adverse change in the turnover of the Company or any of the Subsidiaries; (c) details of the nursery enrolments achieved by the Company and the Subsidiaries have been provided directly to the Buyer; (d) neither the Company nor any of the Subsidiaries has issued or agreed to issue any share or loan capital; (e) no dividend or other distribution of profits or assets has been, or agreed to be, declared, made or paid by the Company or any of the Subsidiaries; (f) neither the Company nor any of the Subsidiaries has borrowed or raised any money or given or taken any form of financial security; (g) no capital expenditure (other in relation to sites opened or to be opened after the Accounts Date) has been incurred on any individual item by the Company or any of the Subsidiaries in excess of £50,000 and neither the Company nor any of the Subsidiaries has acquired, invested or disposed of (or agreed to acquire, invest or dispose of) any individual item in excess of £50,000; (h) no capital expenditure, in relation to sites opened or to be opened after the Accounts Date, has been incurred in excess of £50,000; (i) no shareholder resolutions of the Company or any of the Subsidiaries have been passed; (j) the Company and each of the Subsidiaries has paid its creditors within the usual course of business and there are no amounts owing by the Company or any of the Subsidiaries which have been outstanding for more than 60 days.

Since the Accounts Date. (a) the each Group Company and each of the Subsidiaries has conducted the Business its business in the normal ordinary and usual course and as a going concernconcern and in the same manner as in the past year; (b) there has been no material adverse change in the turnover or financial position of the Company or any of the Subsidiarieseither Group Company; (c) details of the nursery enrolments achieved by the neither Group Company and the Subsidiaries have been provided directly has created, allotted, issued, acquired, repaid or redeemed or agreed to the Buyercreate, allot, issue, acquire, repay or redeem any share or loan capital; (d) neither the Group Company nor any of the Subsidiaries has issued acquired or disposed of, or agreed to issue acquire or dispose of any share of its business or loan capitalany material asset or any interest in the Group; (e) no dividend or other distribution of profits or assets capital has been, or agreed to be, declared, made or paid by the either Group Company and no loan, loan capital or any preference capital of the Subsidiarieseither Group Company has been repaid in whole or in part or has become liable to be repaid; (f) neither the Group Company nor any of the Subsidiaries has borrowed or raised any money or given or taken any form of financial securitysecurity or financial facility which is outstanding at the date hereof; (g) no capital expenditure (other in relation to sites opened or to be opened after the Accounts Date) has been incurred on any individual item by the either Group Company or any of the Subsidiaries in excess of twenty-five thousand British Pounds (£50,000 25,000) (or seventy-five thousand British Pounds (£75,000) in the aggregate) and other than in the ordinary course of business, neither the Group Company nor any of the Subsidiaries has acquired, invested or disposed of (or agreed to acquire, invest or dispose of) any individual capital item by either Group Company in excess of twenty-five thousand British Pounds (£50,00025,000); (h) no capital expenditure, in relation to sites opened or to be opened after the Accounts Date, management charge has been incurred in excess of £50,000levied against either Group Company; (i) no shareholder resolutions of the each Group Company or any of the Subsidiaries have been passed; (j) the Company and each of the Subsidiaries has paid its creditors within the usual course of business time limits agreed with such creditors and there are has been no amounts owing change in the manner or time of issue of invoices or the collection of debts; (j) no shareholder resolutions (whether passed at a meeting or by way of written resolution) of either Group Company have been passed other than as routine business at an annual general meeting; (k) there has been no material depletion of the Company net assets of either Group Company; and (l) there has been no change in the accounting reference period or any of the Subsidiaries which have been outstanding for more than 60 daysaccounting policies and practices and the methods of estimation techniques of either Group Company.

Since the Accounts Date. (a) there has been no change in the Company and each business, financial condition or operations of any member of the Subsidiaries has conducted the Business Group which is material in the normal course and as a going concerncontext of the business, financial condition or operations of the Group; (b) no member of the Group has entered into any material contracts or commitments binding on it and there has not been no material adverse change in the turnover any acquisition or disposal by any member of the Company Group of material fixed or capital assets or any of agreement to effect the Subsidiariessame; (c) details no event has occurred as regards any member of the nursery enrolments achieved Group which would entitle any third party to terminate any material contract or any material benefit enjoyed by such member of the Company and Group or call in any material amount of money before the Subsidiaries have been provided directly to the Buyernormal due date therefor or indebtedness; (d) neither the Company nor any no member of the Subsidiaries Group has issued borrowed money except from bankers in the ordinary course of its day to day trading operation or agreed to issue increased any share or loan capitalsecured liability; (e) every member of the Group has continued to pay its creditors in the ordinary course of business and no unusual trade discounts or other special terms have been incorporated into any contract entered into by any member of the Group inconsistent with the previous practice of such member of the Group and there is no reason known to the Company to reasonably expect that any customer of the Group who accounted for more than 5% of its turnover in the three years and the nine months ended on the Accounts Date shall cease to be a customer of such member of the Group; (f) none of the members of the Group has to any material extent acquired, sold, transferred or otherwise disposed of any assets of whatever nature or cancelled or waived or released or discounted in whole or in part any debts or claims; (g) no dividend or other distribution (whether of profits capital or assets otherwise) has been, or agreed to be, is treated as having been declared, paid or made or paid by the Company or any member of the Subsidiaries; (f) neither the Company nor any of the Subsidiaries has borrowed or raised any money or given or taken any form of financial security; (g) no capital expenditure (other in relation to sites opened or to be opened after the Accounts Date) has been incurred on any individual item by the Company or any of the Subsidiaries in excess of £50,000 and neither the Company nor any of the Subsidiaries has acquired, invested or disposed of (or agreed to acquire, invest or dispose of) any individual item in excess of £50,000;Group; and (h) no loan or loan capital expenditure, in relation to sites opened or to be opened after the Accounts Date, has been incurred in excess of £50,000; (i) no shareholder resolutions repaid by each member of the Company Group in whole or in part save for those repaid pursuant to any of contractual arrangement then in place or in the Subsidiaries have been passed; (j) the Company and each of the Subsidiaries has paid its creditors within the usual ordinary course of business and there are no amounts owing by the Company or any of the Subsidiaries which have been outstanding for more than 60 daysrelevant member of the Group.

Since the Accounts Date. (a) 4.6.1 the Company and business of each member of the Subsidiaries Buyer’s Group has conducted the Business been carried on in the normal ordinary and usual course and in the same manner (including nature and scope) as in the financial year ended on the Accounts Date so as to maintain the business as a going concern; (b) 4.6.2 there has been no material adverse change in the turnover nature of the Company or business carried on by any member of the SubsidiariesBuyer’s Group, or in the manner in which it is conducted; (c) details 4.6.3 so far as the Buyer is aware, there has been no Material Adverse Change in the financial or trading position of any member of the nursery enrolments achieved by Buyer’s Group; 4.6.4 there has been no material change in the Company assets and liabilities as shown in the Subsidiaries Accounts; 4.6.5 no dividends or other distributions have been provided directly to declared, paid or made by any member of the Buyer’s Group except as provided in the Accounts; (d) neither the Company nor any of the Subsidiaries has issued or agreed to issue any 4.6.6 no share or loan capital; (e) no dividend or other distribution capital of profits or assets any member of the Buyer’s Group has been, or agreed to be, declaredissued, made allotted, redeemed, purchased or paid repaid by any member of the Company Buyer’s Group; 4.6.7 no debtor/receivable has been released by any member of the Buyer’s Group on terms that he pays less than the face value of his debt; no debt has been subordinated, written down or written off, provided against (in whole or in part), factored or assigned, and no member of the Buyer’s Group has agreed to do any of the Subsidiariesforegoing; (f) neither the Company nor any 4.6.8 each member of the Subsidiaries has borrowed or raised any money or given or taken any form of financial security; (g) no capital expenditure (other in relation to sites opened or to be opened after the Accounts Date) has been incurred on any individual item by the Company or any of the Subsidiaries in excess of £50,000 and neither the Company nor any of the Subsidiaries has acquired, invested or disposed of (or agreed to acquire, invest or dispose of) any individual item in excess of £50,000; (h) no capital expenditure, in relation to sites opened or to be opened after the Accounts Date, has been incurred in excess of £50,000; (i) no shareholder resolutions of the Company or any of the Subsidiaries have been passed; (j) the Company and each of the Subsidiaries Buyer’s Group has paid its creditors within the usual course of business applicable periods agreed with the relevant creditor and there are no amounts owing by the Company or any member of the Subsidiaries Buyer’s Group which have been outstanding for more than 60 180 days; 4.6.9 no member of the Buyer’s Group has borrowed any money or raised any money in the nature of borrowings except for borrowings on overdraft in the ordinary course of business from its bank(s) within each company’s existing overdraft facility with such bank(s); 4.6.10 no asset has been acquired or disposed of by any member of the Buyer’s Group except for current assets in the ordinary and usual course of trading; no contract, arrangement or transaction has been entered into and no payment has been made by any member of the Buyer’s Group otherwise than in the ordinary and usual course of carrying on its business and on entirely arm’s length terms and no member of the Buyer’s Group has assumed or incurred or agreed to assume or incur any liability (actual or contingent) otherwise than in the ordinary and usual course of carrying on its business; 4.6.11 no capital expenditure has been, or agreed to be, incurred and no commitments of a capital nature have been or agreed to be, entered into that cannot be terminated on less than 12 months’ notice or which (individually) involves total annual committed expenditure or annual committed aggregate consideration by any member of the Buyer’s Group of more than USD 1,000,000; 4.6.12 the business of any member of the Buyer’s Group has not been adversely affected by the loss (whether before or after the Accounts Date) of any contract or customer or supplier or, so far as the Buyer is aware, by any other factor not affecting similar businesses to a like extent and, so far as the Buyer is aware, there are no circumstances which are likely to give rise to any such effect on the business of any member of the Buyer’s Group; 4.6.13 so far as the Buyer is aware, no provision or reserve included in the Accounts has proved to be inadequate in the light of subsequent circumstances and, so far as the Buyer is aware, there are no circumstances which indicate that any such provision or reserve may prove to be inadequate; and 4.6.14 no member of the Buyer’s Group has offered any discounts or allowances other than in accordance with its normal business practice prior to the Accounts Date.

Since the Accounts Date. (a) the Company and each of the Subsidiaries has conducted the Business in the normal course and as a going concern; (b) there has been no material adverse change in the turnover assets, liabilities, turnover, earnings, financial condition, trading position, affairs or prospects of any Group Company; (b) other than the Dividend and the Vendor Distribution, no dividend or distribution of capital or income has been declared, made, paid or determined to be payable in respect of any share capital of a Group Company whether of cash, specific assets or any of the Subsidiariesotherwise; (c) details the Group has carried on the Business in the ordinary and usual course and has not entered into any contracts or arrangements other than in the ordinary and usual course of carrying on the nursery enrolments achieved by the Company and the Subsidiaries have been provided directly to the BuyerBusiness; (d) neither no Group Company has incurred or undertaken any actual or contingent liabilities or obligations, including Tax, except in the Company nor any ordinary and usual course of the Subsidiaries has issued or agreed to issue any share or loan capitalbusiness; (e) no dividend Group Company has acquired or disposed of or dealt with any assets, nor has it entered into any agreement or option to acquire or dispose of any assets, other distribution than in the ordinary and usual course of profits business or assets has been, or agreed to be, declared, made or paid by the Company or any of the Subsidiariesfor full market value; (f) neither except in the ordinary and usual course of business, no Group Company nor any of the Subsidiaries has borrowed or raised any money or given or taken any form of financial securitymoney; (g) except by operation of law or in the ordinary and usual course of business, no capital expenditure (other in relation to sites opened or to be opened after the Accounts Date) Group Company has been incurred on granted any individual item by the Company or Encumbrance over any of the Subsidiaries in excess of £50,000 and neither the Company nor any of the Subsidiaries has acquired, invested its inventory or disposed of (or agreed to acquire, invest or dispose of) any individual item in excess of £50,000assets; (h) no capital expenditureGroup Company has paid or agreed to pay any retiring allowance, superannuation or benefit to any of its officers or employees other than as required by law or in relation to sites opened accordance with a superannuation or to be opened after retirement scheme in force at the Accounts Date, has been incurred in excess of £50,000Date or any other arrangement giving rise to such requirement; (i) no shareholder resolutions Group Company has entered into or altered any contract of service with any officers, employees or agents, or increased or agreed to increase the Company rate of remuneration or compensation payable to any of the Subsidiaries its officers, employees or agents, other than pursuant to salary reviews that have been passedundertaken on a commercial basis and in the ordinary and usual course of business; (j) the rights attaching to any shares in a Group Company, have not altered and no alteration has been made to the capital structure of a Group Company; (k) no Group Company has implemented any new accounting or valuation method for its business, assets, property or rights; (l) no loans have been made nor bonuses paid by a Group Company to employees, nor have any advances or loan money been accepted from any employees, other than in accordance with the Company's remuneration procedures that have been adopted and each applied on a commercial basis and in the ordinary and usual course of business; and (m) no resolutions have been passed by the Subsidiaries has paid its creditors within members or directors of a Group Company except in the ordinary and usual course of business of that Group Company and there are no amounts owing by those necessary to give effect to this agreement and, where applicable, the Company or any of the Subsidiaries which have been outstanding for more than 60 daysMerger Transaction.

Since the Accounts Date. (a) the Company and each business of the Subsidiaries Group has conducted the Business been carried on in the normal ordinary course and so as to maintain it as a going concern;concern and without prejudicing its goodwill, ‌ 38 ​ (b) there has been no material adverse change in the turnover or financial position of the Company Group and the Warrantors are not aware of any specific circumstance (or any set of the Subsidiariescircumstances when considered together) which is likely to lead to any such change (and "material" in this paragraph (b) means €50,000); (c) details of the nursery enrolments achieved no share, security or loan capital has been allotted or agreed to be allotted by the Company and the Subsidiaries have been provided directly to the Buyerany Group Company; (d) neither the Company nor no shareholder resolutions of any member of the Subsidiaries has issued or agreed to issue any share or loan capitalGroup have been passed; (e) other than the profit-sharing distribution relating to the financial year of the Company ended 31 March 2023, no dividend dividends or other distribution of profits or assets has been, or agreed to be, distributions have been declared, paid or made or paid by the Company or any of the SubsidiariesGroup Company; (f) neither the Group has continued to pay its creditors as and when the relevant debts fall due; (g) there has been no change by any Group Company nor any in the time or manner of the Subsidiaries issue of invoices or the collection of debts, and no debts have been waived, released or compromised or settled other than at full value; (h) no Group Company has borrowed or raised any money or given or taken any form of financial security; (g) no capital expenditure (other in relation to sites opened facility or to be opened after the Accounts Date) has been incurred on granted any individual item by the Company or any of the Subsidiaries in excess of £50,000 and neither the Company nor any of the Subsidiaries has acquired, invested or disposed of (security or agreed to acquire, invest or dispose of) any individual item in excess of £50,000; (h) no capital expenditure, in relation to sites opened or to be opened after the Accounts Date, has been incurred in excess of £50,000do so; (i) no shareholder resolutions of the Group Company has redeemed or purchased any of the Subsidiaries have been passedits securities or loan capital or agreed to do so and no loan capital of any Group Company has become due and payable; (j) no Group Company has entered into any contract outside the Company and each of the Subsidiaries has paid its creditors within the usual ordinary course of business and there are no amounts owing its business; and (k) the aggregate amount of capital expenditure by the Company or any of the Subsidiaries which have been outstanding for more than 60 days.Group did not exceed €10,000

Since the Accounts Date. (a) the The Company and each of the Subsidiaries has conducted the Business its business in the a normal course and as a going concernproper manner; (b) there has been no material adverse change deterioration in the turnover values of the Company or any of the SubsidiariesAssets (other than through the normal course of depreciation and/or amortization) such that the market value of any Asset is less than the value attributed to it in the Accounts and no Asset has been re-valued; (c) details The Company has not entered into any Material Contract which is not in its ordinary course of the nursery enrolments achieved by the Company and the Subsidiaries have been provided directly to the Buyerbusiness; (d) neither there has been no deterioration in the Company nor any turnover, financial or trading position or the prospects of the Subsidiaries has issued or agreed to issue any share or loan capitalCompany; (e) The Company have paid its creditors as per normal business practice; (f) no Material Contract involving expenditure by the Company on capital account in excess of INR [10,00,000 /- (Indian Rupees Ten Lakh Only) on an individual basis or INR [1,00,00,000 /- (Indian Rupees One Crore Only)] in aggregate has been entered into by the Company and no asset, property, right or interest of a value or price in excess of INR [10,00,000/- (Indian Rupees Ten Lakh Only)] on an individual basis or INR 1,00,00,000/- (Indian Rupees One Crore Only) in aggregate, has been acquired or disposed of or agreed to be acquired or disposed of by the Company on capital account other than in the ordinary course of business consistent with past practice; (g) there has been no disposal of any Asset or supply of any service or facility of any kind by the Company in circumstances where the consideration actually received or receivable for the disposal or supply was less than the consideration which could be deemed to have been received for Tax purposes; (h) no dividend or other distribution of profits or assets has been, been or has been agreed to be, be declared, made or paid by the Company or any of the Subsidiaries; (f) neither the Company nor any of the Subsidiaries has borrowed or raised any money or given or taken any form of financial security; (g) no capital expenditure (other in relation to sites opened or to be opened after the Accounts Date) has been incurred on any individual item by the Company or any of the Subsidiaries in excess of £50,000 and neither the Company nor any of the Subsidiaries has acquired, invested or disposed of (or agreed to acquire, invest or dispose of) any individual item in excess of £50,000; (h) no capital expenditure, in relation to sites opened or to be opened after the Accounts Date, has been incurred in excess of £50,000Company; (i) no shareholder resolutions resolution in a general meeting of the Company, or resolution of the board of directors of the Company has been passed which is not required statutorily or not in the ordinary course of business, consistent with past practice, or which vitiates the provisions of this Agreement; (j) no event has occurred which gives rise to Taxation to the Company on deemed (as opposed to actual) income, profits or gains or which results in the Company becoming liable to pay or bear a Tax liability directly or primarily chargeable against or attributable to another person; (k) no event has occurred which would result in any third party (with or without the giving of notice) being or becoming entitled to call for the repayment of any indebtedness of the Company prior to the normal maturity date; (l) the Company has not made any payment or incurred any liability to any Related Party other than in the ordinary course of business; (m) there has been no satisfaction or discharge of any Encumbrance or payment of any obligation by the Company, except for those made in the ordinary course of business, consistent with past practice and those that are not material to its Assets, financial condition operation or business; (n) there has been no change, amendment to or termination of a Material Contract of the Company, other than in the ordinary course of its business; (o) there has been no sale, assignment, transfer or other disposal of any Intellectual Property Right of the Company other than in the ordinary course of business; (p) there has been no direct or indirect redemption, purchase or other acquisition of any of the shares or securities of the Company by any person; (q) there has been no material failure by the Company to conduct Business in the ordinary course; (r) there has been no payment made by the Company which will not be deductible for Taxation purposes either in computing the profits of the Company or in computing the Taxation chargeable on the relevant Company; (s) there has been no event or condition of any nature which has had or might have a Material Adverse Effect on the Assets, financial condition, operation or business of the Company; (t) No loans or advances to, guarantees or indemnities for the benefit of, or any investments in, any person, have been made by the Company; (u) there has not been any change in accounting methods or practices of the Company or any of the Subsidiaries have been passedchange in depreciation or amortization policies or rates except as required by Indian GAAP; (jv) the Company and each of the Subsidiaries no waiver has paid its creditors within the usual course of business and there are no amounts owing been granted by the Company of a material right or of a material debt owed to it; and (w) there has been no agreement or commitment by the Company to do any of the Subsidiaries which have been outstanding for more than 60 daysthings described in this Clause.

Since the Accounts Date. (a) 2.2.1 there has been no interruption or alteration in the Company and each nature, scope or manner of the Subsidiaries business of the Company, which business has conducted the Business been carried on lawfully and in the normal ordinary and usual course and of business so as to maintain it as a going concern; (b) 2.2.2 there has been no event, change or occurrence which, individually or together with any other event change or occurrence has had a material adverse effect or caused a material adverse change to the financial or trading position or prospects of the Company, except as disclosed in the turnover Disclosure Letter; 2.2.3 the Company has continued to pay its creditors in the ordinary course of business and no unusual trade discounts or other special terms have been incorporated into any contract entered into by the Company; 2.2.4 the Company has repaid all outstanding loans advanced to it by its shareholders or affiliates of its shareholders and has no other loans outstanding and any amounts received from shareholders as ‘prepaid capital’ or ‘deposits for subscribed stock’ have been repaid; 2.2.5 the Company has not acquired, sold, transferred or otherwise disposed of any material assets of whatsoever nature or cancelled or waived or released or discounted in whole or in part any debts or claims, except in each case in the ordinary course of business; 2.2.6 the Company has not realised, monetised or reduced the value of any of the assets in the balance sheet contained in the Accounts with the exception of cash at bank and other receivables and other than through amortisation of prepaid expenses in the ordinary course; 2.2.7 the Company has not incurred any capital expenditure or made any capital commitment of an amount in excess of US$50,000 or disposed of any fixed assets having a value of more that US$50,000 in aggregate; 2.2.8 the Company has not hired any employee earning an annual rate of remuneration, in excess of US$50,000 and has not altered the terms of employment of any such employee or dismissed or terminated the employment any such employee or altered the terms of employment of a material category of employees; 2.2.9 no dividends, bonuses or other distributions have been declared, approved or paid by the Company; 2.2.10 the Company has not incurred any borrowings or debts in the nature of borrowings; 2.2.11 no share or loan capital of the Company has been issued or any option or right granted over any share or loan capital of the Company or agreement entered into under which the Company is or may be required to issue any of the Subsidiaries;same save pursuant to satisfaction of Condition 2.1.1; and (c) details of the nursery enrolments achieved by 2.2.12 the Company and the Subsidiaries have been provided directly has not undergone any capital reorganization or change in its capital structure save pursuant to the Buyer; (d) neither the Company nor any satisfaction of the Subsidiaries has issued or agreed to issue any share or loan capital; (e) no dividend or other distribution of profits or assets has been, or agreed to be, declared, made or paid by the Company or any of the Subsidiaries; (f) neither the Company nor any of the Subsidiaries has borrowed or raised any money or given or taken any form of financial security; (g) no capital expenditure (other in relation to sites opened or to be opened after the Accounts Date) has been incurred on any individual item by the Company or any of the Subsidiaries in excess of £50,000 and neither the Company nor any of the Subsidiaries has acquired, invested or disposed of (or agreed to acquire, invest or dispose of) any individual item in excess of £50,000; (h) no capital expenditure, in relation to sites opened or to be opened after the Accounts Date, has been incurred in excess of £50,000; (i) no shareholder resolutions of the Company or any of the Subsidiaries have been passed; (j) the Company and each of the Subsidiaries has paid its creditors within the usual course of business and there are no amounts owing by the Company or any of the Subsidiaries which have been outstanding for more than 60 daysCondition 2.1.

Since the Accounts Date. (a) the The Company and each of the Subsidiaries has conducted the Business its business in the a normal course and as a going concernproper manner; (b) there has been no material adverse change deterioration in the turnover values of the Company or any of the SubsidiariesAssets (other than through the normal course of depreciation and/or amortisation) such that the market value of any Asset is less than the value attributed to it in the Accounts and no Asset has been re-valued; (c) details The Company has not entered into any contract which is not in its ordinary course of the nursery enrolments achieved by the Company and the Subsidiaries have been provided directly to the Buyerbusiness; (d) neither there has been no deterioration in the Company nor any turnover, financial or trading position or the prospects of the Subsidiaries has issued or agreed to issue any share or loan capitalCompany; (e) The Company have paid its creditors as per normal business practice; (f) no contract involving expenditure by the Company on capital account in excess of INR 10,00,000 /- (Indian Rupees Ten Lakh Only) on an individual basis or INR 1,00,00,000 /- (Indian Rupees One Crore Only) in aggregate has been entered into by the Company and no asset, property, right or interest of a value or price in excess of INR 10,00,000/- (Indian Rupees Ten Lakh Only) on an individual basis or INR 1,00,00,000/- (Indian Rupees One Crore Only) in aggregate, has been acquired or disposed of or agreed to be acquired or disposed of by the Company on capital account; (g) there has been no disposal of any Asset or supply of any service or facility of any kind by the Company in circumstances where the consideration actually received or receivable for the disposal or supply was less than the consideration which could be deemed to have been received for Tax purposes; (h) no dividend or other distribution of profits or assets has been, been or has been agreed to be, be declared, made or paid by the Company or any of the Subsidiaries; (f) neither the Company nor any of the Subsidiaries has borrowed or raised any money or given or taken any form of financial security; (g) no capital expenditure (other in relation to sites opened or to be opened after the Accounts Date) has been incurred on any individual item by the Company or any of the Subsidiaries in excess of £50,000 and neither the Company nor any of the Subsidiaries has acquired, invested or disposed of (or agreed to acquire, invest or dispose of) any individual item in excess of £50,000; (h) no capital expenditure, in relation to sites opened or to be opened after the Accounts Date, has been incurred in excess of £50,000Company; (i) no shareholder resolutions resolution in general meeting of the Company, or resolution of the board of directors of the Company has been passed which is not required statutorily or not in the ordinary course of business or which vitiates the provisions of this Agreement; (j) no event has occurred which gives rise to Taxation to the Company on deemed (as opposed to actual) income, profits or gains or which results in the Company becoming liable to pay or bear a Tax liability directly or primarily chargeable against or attributable to another person; (k) no event has occurred which would result in any third party (with or without the giving of notice) being or becoming entitled to call for the repayment of any indebtedness of the Company prior to the normal maturity date; (l) there has been no resignation or termination of any Key Employee or any change in any compensation, arrangement or agreement except insofar as provided by this Agreement with any Key Employee; (m) the Company has not made any payment or incurred any liability to any Related Party other than in the ordinary course of business; (n) there has been no satisfaction or discharge of any Encumbrance or payment of any obligation by the Company, except for those made in the ordinary course of business and those that are not material to its Assets, financial condition operation or business; (o) there has been no change, amendment to or termination of a Material Contract of the Company, other than in the ordinary course of its business; (p) there has been no sale, assignment, transfer or other disposal of any Intellectual Property Right of the Company other than in the ordinary course of business; (q) there has been no direct or indirect redemption, purchase or other acquisition of any of the shares or securities of the Company by any person; (r) there has been no failure by the Company to conduct Business in the ordinary course; (s) there has been no payment made by the Company which will not be deductible for Taxation purposes either in computing the profits of the Company or in computing the Taxation chargeable on the relevant Company; (t) there has been no event or condition of any nature which has had or might have a Material Adverse Effect on the Assets, financial condition, operation or business of the Company; (u) No loans or advances to, guarantees or indemnities for the benefit of, or any investments in, any person, have been made by the Company; (v) there has not been any change in accounting methods or practices of the Company or any of the Subsidiaries have been passedchange in depreciation or amortization policies or rates; (jw) the Company and each of the Subsidiaries no waiver has paid its creditors within the usual course of business and there are no amounts owing been granted by the Company of a material right or of a material debt owed to it; and (x) there has been no agreement or commitment by the Company to do any of the Subsidiaries which have been outstanding for more than 60 daysthings described in this Clause.