Since the Accounts Date Sample Clauses
The 'since-the-accounts-date' clause defines the period between the date of the most recent financial accounts and the present or a specified date, often in the context of warranties or representations in a contract. It typically applies to statements about the company's financial position, ensuring that no significant changes or undisclosed liabilities have arisen since the last accounts were prepared. This clause helps to allocate risk by assuring the buyer or counterparty that the financial information remains accurate and up-to-date, thereby preventing surprises related to recent financial developments.
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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 basis of the remuneration payable to the Employees has not altered and the Company is not obliged to increase, nor has it made provision to increase, the total annual remuneration payable to its Employees; and
(b) no alterations have been made in the terms of employment or conditions of service of any of the Employees or in the pension or other benefits of any of the Employees or any past officer or employee of the Company or any of their dependants or in the terms of any agreement or arrangement (whether written or unwritten and whether binding or not) with any trade union, employee representative or body of employees or their representatives.
Since the Accounts Date. 12.1. The Business has operated in its normal way;
Since the Accounts Date. (a) neither the Company nor any Subsidiary owns an asset which has ceased to be a chargeable intangible asset in the circumstances described in section 859 of CTA 2009;
(b) neither the Company nor any Subsidiary has realised or acquired an intangible fixed asset for the purposes of Part 8 of CTA 2009; and
(c) no circumstances have arisen which have required, or will require, a credit to be brought into account by the Company or any Subsidiary on a revaluation of an intangible fixed asset.
Since the Accounts Date. 8.3.1 the amount of Stocks has not abnormally increased or decreased;
8.3.2 there have been no price reductions or discounts on the sale of Stocks; and
8.3.3 Stocks have not been realised at less than they were reflected in the Accounts.
Since the Accounts Date. 16.1.1 the Company has conducted the Business in the normal course and as a going concern;
16.1.2 there has been no material adverse change in the turnover, financial position or prospects of the Company;
16.1.3 no dividend or other distribution of profits or assets has been, or agreed to be declared, made or paid by the Company;
16.1.4 the Company has not borrowed or raised any money or taken or given any form of financial security, nor has it incurred or committed to any capital expenditure, or acquired or disposed of any individual item, in either case in excess of £10,000; and
16.1.5 the Company has paid its creditors within the applicable periods agreed with the relevant creditor and there are no amounts owing by the Company which have been outstanding for more than 60 days.
Since the Accounts Date. 6.1.1 the Company has conducted its business in the normal course and as a going concern;
6.1.2 there has been no material adverse change in the turnover, financial position or prospects of the Company;
6.1.3 the Company has not issued or agreed to issue any share or loan capital;
6.1.4 no dividend or other distribution of profits or assets has been, or has agreed to be, declared, made or paid by the Company;
6.1.5 the Company has not entered into any contract;
6.1.6 the Company has not incurred any material actual or contingent liability; and
6.1.7 no shareholder resolutions of the Company have been passed other than as routine business at the annual general meeting.
Since the Accounts Date. Since the Accounts Date:
1.8.1 the MYL Group Companies have conducted their respective business in a manner consistent with the way such business was carried out in the twelve months prior to the Accounts Date;
1.8.2 no member of the MYL Group has acquired or disposed of, or agreed to acquire or dispose of, any business or any material asset of a value in excess of (pound)1,000,000 other than (i) in the ordinary course of business (which includes the acquisition and replacement of spare parts) or (ii) where such assets are obsolete, no longer used or useful in the operation of the business of the MYL Group and are replaced by other equipment of equal value or utility;
1.8.3 there has been no material adverse change in the financial or trading position or prospects of the MYL Group (other than a change affecting or likely to affect all companies carrying on business in the United Kingdom) and no event, fact or matter has occurred or is likely to occur which will or is likely to give rise to any such change;
1.8.4 no MYL Group Company has entered into any material transaction or assumed or incurred any material liabilities (including contingent liabilities) or made any material payment not provided for in the Accounts otherwise than in the ordinary course of carrying on its business;
1.8.5 no MYL Group Company has declared, made or paid any dividend or other distribution to its members;
1.8.6 the MYL Group Companies have not made any change in any method of accounting or accounting practice or policy used by the Company or any member of the MYL Group; and
1.8.7 no payments have been made under the Technical Support Agreement.
Since the Accounts Date. 4.1.1 the business of the members of the Target Group has been carried on in the ordinary and usual course and so as to maintain the same as a going concern.
4.1.2 there has been no deterioration either in turnover or in the financial or trading position or in the prospects of the members of the Target Group compared with the same periods during each of the two preceding years and the Vendor is not aware of any matter or circumstance which has affected or is likely to affect adversely the volume or level of trading of the members of the Target Group.
4.1.3 the members of the Target Group have not acquired or disposed of or agreed to acquire or dispose of any business or any material asset or assumed or acquired any material liability (including a contingent liability) otherwise than in the ordinary course of business.
4.1.4 the members of the Target Group have paid their creditors in accordance with their respective credit terms otherwise than in the ordinary course of business and there are no amounts owing by the members of the Target Group which have been due for more than three months.
4.1.5 no debtor has been released by the members of the Target Group on terms that he pays less than the book value of his debt and no debt owing to the members of the Target Group has been deferred, subordinated or written off or has proved to any extent irrecoverable and all book debts at the date hereof are good and will be recoverable in full on their respective due dates in the ordinary course.
4.1.6 neither the turnover nor the expenses (direct and indirect) nor the trading position nor the margin of profitability of the members of the Target Group shows any material deterioration by comparison with the turnover, expenses, trading position and margin of profitability of the members of the Target Group for the corresponding period in its last completed accounting reference period.
4.1.7 there has not been any material change in the assets or liabilities (including contingent liabilities) of the members of the Target Group as shown in the accounting record except for changes arising from routine payments and from routine supplies of goods and services in the normal course of trading.
4.1.8 all payments, receipts and invoices of the members of the Target Group have been fully and accurately recorded in their respective books.
4.1.9 there has not been any capitalization of reserves of the members of the Target Group and the members of the Target Group have not issued o...
Since the Accounts Date. 5.1.1 the Company and each of the Subsidiaries has conducted its business in all material respects in the normal course and as a going concern;
5.1.2 so far as the Warrantors are aware, there has been no material adverse change in the turnover or financial position of the Company’s Group;
5.1.3 no dividend or other distribution of profits or assets has been, or agreed to be, declared, made or paid by the Company; and
5.1.4 no shareholder resolutions of the Company or any of the Subsidiaries have been passed other than as routine business at the annual general meeting.