Common use of Specific Changes Clause in Contracts

Specific Changes. Except where necessary to perform its obligations under the Transaction Documents, the Existing Indebtedness and Permitted Indebtedness, since the Latest Accounts Date: (1) no Group Member has assumed or incurred any Liabilities (actual or contingent) or expenditure otherwise than in the ordinary course of carrying on its business or entered into any transaction which is not in its ordinary course of business; (2) no amount secured by the mortgages, charges or Security Interest disclosed in the accounts and management accounts has been increased beyond the amount shown in the accounts and management accounts and no mortgage, charge or Security Interest has been created since the Latest Accounts Date other than in the ordinary course of business; (3) to the best knowledge of Issuer Parties, no business of any Group Member has been adversely affected by the loss of any important contract or group of customers or source of supply or by any abnormal factor not affecting related businesses similar to any Group Member to a like extent and Issuer Parties are not aware of any facts which are likely to give rise to any such effects; (4) no Group Member has changed its existing auditor; (5) no dividends or distributions have been declared, paid or made; (6) no Group Member has ceased to conduct or carry on its business, approved the development of any new line of business changed any part of its business activities; (7) no Group Member has terminated any senior manager; (8) no Group Member has entered into any joint venture or partnership with any person; (9) no Group Member has settled, compromised or conceded any litigation, legal proceedings, arbitration, mediation or other dispute resolution procedures involving an amount, individually or in the aggregate, exceeding US$200,000; (10) no Group Member has changed its financial year end or accounting policies (aside from changes as required by and in conformity with US GAAP) ; (11) save for resolutions copies of which have been delivered to Investor prior to the date hereof or which are required to be passed by any Group Member prior to the Closing in order to satisfy the conditions set out in the Transaction Documents, no board or shareholders’ resolutions of any Group Member have been passed; (12) there has not been any waiver or compromise granted by any Group Member of a valuable right or of a material debt owing to it; (13) there has been no change to or waiver of any right under any Material Contract; and (14) there has been no agreement or commitment by any Group Member to do any of the things described in clauses (1) through (13) above.

Specific Changes. Except where necessary to perform its obligations under the Transaction Documents, the Existing Indebtedness and Permitted Indebtedness, since the Latest Accounts Date: (1) no Group Member has assumed or incurred any material Liabilities (actual or contingent) or material expenditure otherwise other than in the ordinary course of carrying on its business or entered into any transaction which is not as reflected in its ordinary course the Company Financial Statements as of businessthe Management Accounts Date; (2) no amount secured by the mortgages, charges or Security Interest Encumbrances disclosed in the accounts and management accounts Company Financial Statements as of the Latest Accounts Date has been increased beyond the amount shown in the accounts and management accounts and no mortgage, charge or Security Interest Encumbrance has been created since the Latest Accounts Date other than in the ordinary course of businessbusiness or as reflected in the Company Financial Statements as of the Management Accounts Date; (3) to the best knowledge of Issuer Parties, no business of any Group Member has been materially and adversely affected by the loss of any important contract or group of customers or source of supply or by any abnormal factor not affecting related businesses similar to any Group Member to a like extent and Issuer Parties are not aware of any facts which are likely to give rise to any such effectsmaterial contract; (4) no Group Member has appointed an auditor or changed its existing auditor; (5) no dividends dividends, bonuses or distributions have been declared, paid or made, except with respect to intercompany transactions as Disclosed in the Disclosure Schedule or bonuses paid to employees or consultants in the ordinary course of business; (6) no Group Member has ceased to conduct or carry on its business, approved the development of any new line of business or materially changed any part of its business activities; (7) no Group Member has hired or terminated any senior managerSenior Manager; (8) no Group Member has entered into any joint venture or partnership with any personPerson; (9) no Group Member has settled, compromised or conceded any litigation, legal proceedings, arbitration, mediation or other dispute resolution procedures involving an amount, individually or in the aggregate, exceeding US$200,0001 million; (10) no Group Member has changed its financial year end or materially changed it accounting policies (aside from changes as required by and in conformity with US GAAP) policies; (11) save for resolutions copies of which have been delivered to the Investor prior to the date hereof or which are required to be passed by any Group Member prior to the Closing Completion in order to satisfy the conditions set out in the Transaction Documents, no board or shareholdersstockholders’ resolutions of any Group Member have been passed;; and (12) there has not been any waiver or compromise granted by any Group Member of a valuable right or of a material debt owing to it; (13) there has been no change to or waiver of any right under any Material Contract; and (14) there has been no agreement or commitment by any Group Member to do any Contract with a value in excess of the things described in clauses (1) through (13) aboveUS$1 million.

Specific Changes. Except where necessary to perform its obligations under the Transaction Documents, the Existing Indebtedness and Permitted Indebtedness, since the Latest Accounts Date: (1) no Group Member has assumed or incurred any Liabilities (actual or contingent) or expenditure otherwise than in the ordinary course of carrying on its business or entered into any transaction which is not in its ordinary course of business; (2) no amount secured by the mortgages, charges or Security Interest Encumbrances disclosed in the accounts and management accounts has been increased beyond the amount shown in the accounts and management accounts and no mortgage, charge or Security Interest Encumbrance has been created since the Latest Accounts Date other than in the ordinary course of business; (3) to the best knowledge of Issuer Partiesthe Company, no business of any Group Member has been adversely affected by the loss of any important contract or group of customers or source of supply or by any abnormal factor not affecting related businesses similar to any Group Member to a like extent and Issuer Parties are the Company is not aware of any facts which are likely to give rise to any such effects; (4) no Group Member has changed its existing auditor; (5) no dividends dividends, bonuses or distributions have been declared, paid or made; (6) no Group Member has ceased to conduct or carry on its business, approved the development of any new line of business changed any part of its business activities; (7) no Group Member has terminated any senior managerSenior Manager; (8) no Group Member has entered into any joint venture or partnership with any personPerson; (9) no Group Member has settled, compromised or conceded any litigation, legal proceedings, arbitration, mediation or other dispute resolution procedures involving an amount, individually or in the aggregate, exceeding US$200,000; (10) no Group Member has changed its financial year end or accounting policies (aside from changes as required by and in conformity with US GAAP) ; (11) save for resolutions copies of which have been delivered to the Investor prior to the date hereof or which are required to be passed by any Group Member prior to the Closing Completion in order to satisfy the conditions set out in the Transaction Documents, no board or shareholders’ resolutions of any Group Member have been passed; (12) there has not been any waiver or compromise granted by any Group Member of a valuable right or of a material debt owing to it; (13) there has been no change to or waiver of any right under any Material Contract; and (14) there has been no agreement or commitment by any Group Member to do any of the things described in clauses (1a) through (13m) above.

Specific Changes. Except where necessary to perform its obligations under the Transaction Documents, the Existing Indebtedness and Permitted Indebtedness, since the Latest Accounts Date: (1) no Group Member has assumed or incurred any Liabilities (actual or contingent) or expenditure otherwise than in the ordinary course of carrying on its business or entered into any transaction which is not in its ordinary course of business; (2) no amount secured by the mortgages, charges or Security Interest Encumbrances disclosed in the accounts and management accounts has been increased beyond the amount shown in the accounts and management accounts and no mortgage, charge or Security Interest Encumbrance has been created since the Latest Accounts Date other than in the ordinary course of business; (3) to the best knowledge of Issuer Partiesthe Company, no business of any Group Member has been adversely affected by the loss of any important contract or group of customers or source of supply or by any abnormal factor not affecting related businesses similar to any Group Member to a like extent and Issuer Parties are the Company is not aware of any facts which are likely to give rise to any such effects; (4) no Group Member has changed its existing auditor; (5) no dividends dividends, bonuses or distributions have been declared, paid or made; (6) no Group Member has ceased to conduct or carry on its business, approved the development of any new line of business changed any part of its business activities; (7) no Group Member has terminated any senior managerSenior Manager; (8) no Group Member has entered into any joint venture or partnership with any personPerson; (9) no Group Member has settled, compromised or conceded any litigation, legal proceedings, arbitration, mediation or other dispute resolution procedures involving an amount, individually or in the aggregate, exceeding US$200,000; (10) no Group Member has changed its financial year end or accounting policies (aside from changes as required by and in conformity with US GAAP) ; (11) save for resolutions copies of which have been delivered to Investor prior to the date hereof or which are required to be passed by any Group Member prior to the Closing Completion in order to satisfy the conditions set out in the Transaction DocumentsDocuments or other resolutions that are passed in the ordinary course of business, no board or shareholders’ resolutions of any Group Member have been passed; (12) there has not been any waiver or compromise granted by any Group Member of a valuable right or of a material debt owing to it; (13) other than pursuant to the KKR Transaction Documents, there has been no change to or waiver of any right under any Material Contract; and (14) there has been no agreement or commitment by any Group Member to do any of the things described in clauses (1) through (13) above.

Specific Changes. Except where necessary to perform its obligations under Since the Transaction Documents, the Existing Indebtedness and Permitted Indebtedness, since the Latest Accounts Balance Sheet Date: (1i) no Group Member Company has assumed or incurred disposed of any Liabilities asset (actual or contingentincluding trading stock) or expenditure otherwise supply of any service or business facility of any kind (including a loan of money or the letting, hiring or licensing of any property whether tangible or intangible) in circumstances where the consideration actually received or receivable for such disposal or supply was less than in the ordinary course of carrying on its business or entered into any transaction consideration which is not in its ordinary course of businesswould be deemed to have been received for tax purposes; (2ii) no amount none of the amounts secured by the mortgages, charges charges, liens or Security Interest Encumbrance disclosed in the accounts and management accounts Financial Statements has been increased beyond the amount shown in the accounts and management accounts Financial Statements and no mortgage, charge charge, lien or Security Interest Encumbrance has been created since the Latest Accounts Date other than in the ordinary course of businessBalance Sheet Date; (3) to the best knowledge of Issuer Parties, no business of any Group Member has been adversely affected by the loss of any important contract or group of customers or source of supply or by any abnormal factor not affecting related businesses similar to any Group Member to a like extent and Issuer Parties are not aware of any facts which are likely to give rise to any such effects; (4iii) no Group Member has changed its existing auditor; (5) no dividends dividends, bonuses or distributions have been declared, paid or made; (6iv) no payment has been made by any of the Group Companies which will not be deductible for Tax purposes either in computing the profits of the relevant Group Company or in computing the Tax chargeable on the Group; (v) no Group Member has ceased to conduct or carry on its business, approved the development of any new line of business changed any part of its business activities; (7) no Group Member has terminated any senior manager; (8) no Group Member has entered into any joint venture or partnership with any person; (9) no Group Member has settled, compromised or conceded any litigation, legal proceedings, arbitration, mediation or other dispute resolution procedures involving an amount, individually or in the aggregate, exceeding US$200,000; (10) no Group Member Company has changed its financial year end or accounting policies (aside from changes as required by and in conformity with US GAAP) end; (11vi) save for resolutions copies of which have been delivered to Investor the Investors prior to the date hereof or which are required to be passed by any Group Member Company prior to the Closing in order to satisfy the conditions set out in the Transaction DocumentsSection 7, no board or shareholdersstockholders’ resolutions of any of the Group Member Companies have been passed; (12vii) there has not been any waiver or compromise granted by any Group Member Company of a valuable right or of a material debt owing to it; (13viii) there has been no change to any material contract or waiver agreement which any Group Company or any of its assets is bound by or subject to; (ix) there has not been any material change in any compensation arrangement or agreement with any employee, officer, director or shareholder; (x) except for the re-purchase of Ordinary Shares from Yu Dong as set forth in Section 2.1(c), there has not been any declaration, setting aside or payment or other distribution in respect of any right under Group Company’s share capital, or any Material Contractdirect or indirect redemption, purchase, or other acquisition of any of such shares by any Group Company; (xi) there has not been any sale, assignment or transfer of any Group Company Intellectual Property Right; (xii) there has not been receipt of notice that there has been a loss of, or material order cancellation by, any major customer of any Group Company; and (14xiii) there has not been no agreement any arrangement or commitment by any Group Member the Company to do any of the things described in clauses (1) through (13) abovethis Section 3.8.

Specific Changes. Except where necessary to perform its obligations under the Transaction Documents, the Existing Indebtedness and Permitted Indebtedness, since the Latest Accounts Date: (1) no Group Member has assumed or incurred any Liabilities (actual or contingent) or expenditure otherwise than in the ordinary course of carrying on its business or entered into any transaction which is not in its ordinary course of business; (2) no amount secured by the mortgages, charges or Security Interest Encumbrances disclosed in the accounts and management accounts has been increased beyond the amount shown in the accounts and management accounts and no mortgage, charge or Security Interest Encumbrance has been created since the Latest Accounts Date other than in the ordinary course of business; (3) to the best knowledge of Issuer Partiesthe Company, no business of any Group Member has been adversely affected by the loss of any important contract or group of customers or source of supply or by any abnormal factor not affecting related businesses similar to any Group Member to a like extent and Issuer Parties are the Company is not aware of any facts which are likely to give rise to any such effects; (4) no Group Member has changed its existing auditor; (5) no dividends dividends, bonuses or distributions have been declared, paid or made; (6) no Group Member has ceased to conduct or carry on its business, approved the development of any new line of business changed any part of its business activities; (7) no Group Member has terminated any senior managerSenior Manager; (8) no Group Member has entered into any joint venture or partnership with any personPerson; (9) no Group Member has settled, compromised or conceded any litigation, legal proceedings, arbitration, mediation or other dispute resolution procedures involving an amount, individually or in the aggregate, exceeding US$200,000; (10) no Group Member has changed its financial year end or accounting policies (aside from changes as required by and in conformity with US GAAP) ; (11) save for resolutions copies of which have been delivered to Investor prior to the date hereof or which are required to be passed by any Group Member prior to the Closing Completion in order to satisfy the conditions set out in the Transaction DocumentsDocuments or other resolutions that are passed in the ordinary course of business, no board or shareholders’ ' resolutions of any Group Member have been passed; (12) there has not been any waiver or compromise granted by any Group Member of a valuable right or of a material debt owing to it; (13) other than pursuant to the KKR Transaction Documents, there has been no change to or waiver of any right under any Material Contract; and (14) there has been no agreement or commitment by any Group Member to do any of the things described in clauses (1) through (13) above.

Specific Changes. Except where necessary to perform its obligations under the Transaction Documents, the Existing Indebtedness and Permitted Indebtedness, since the Latest Accounts Date: (1) no Group Member has assumed or incurred any Liabilities (actual or contingent) or expenditure otherwise than in the ordinary course of carrying on its business or entered into any transaction which is not in its ordinary course of business; (2) no amount secured by the mortgages, charges or Security Interest Encumbrances disclosed in the accounts and management accounts has been increased beyond the amount shown in the accounts and management accounts and no mortgage, charge or Security Interest Encumbrance has been created since the Latest Accounts Date other than in the ordinary course of business; (3) to the best knowledge of Issuer Partiesthe Company, no business of any Group Member has been adversely affected by the loss of any important contract or group of customers or source of supply or by any abnormal factor not affecting related businesses similar to any Group Member to a like extent and Issuer Parties are the Company is not aware of any facts which are likely to give rise to any such effects; (4) no Group Member has changed its existing auditor; (5) no dividends dividends, bonuses or distributions have been declared, paid or made; (6) no Group Member has ceased to conduct or carry on its business, approved the development of any new line of business changed any part of its business activities; (7) no Group Member has terminated any senior managerSenior Manager; (8) no Group Member has entered into any joint venture or partnership with any personPerson; (9) no Group Member has settled, compromised or conceded any litigation, legal proceedings, arbitration, mediation or other dispute resolution procedures involving an amount, individually or in the aggregate, exceeding US$200,000; (10) no Group Member has changed its financial year end or accounting policies (aside from changes as required by and in conformity with US GAAP) ; (11) save for resolutions copies of which have been delivered to the Investor prior to the date hereof or which are required to be passed by any Group Member prior to the Closing Completion in order to satisfy the conditions set out in the Transaction Documents, no board or shareholders’ ' resolutions of any Group Member have been passed; (12) there has not been any waiver or compromise granted by any Group Member of a valuable right or of a material debt owing to it; (13) there has been no change to or waiver of any right under any Material Contract; and (14) there has been no agreement or commitment by any Group Member to do any of the things described in clauses (1a) through (13m) above.

Specific Changes. Except where necessary to perform its obligations under the Transaction Documents, the Existing Indebtedness and Permitted Indebtedness, since the Latest Accounts Date: (1) no Group Target Member has assumed or incurred any Liabilities (actual or contingent) or expenditure otherwise than in the ordinary course of carrying on its business or entered into any transaction which is not in its ordinary course of business; (2) no amount secured by the mortgages, charges or Security Interest disclosed in the accounts and management accounts has been increased beyond the amount shown in the accounts and management accounts and no mortgage, charge or Security Interest has been created since the Latest Accounts Date other than in the ordinary course of business; (3) to the best knowledge of Issuer PartiesOwners, no business of any Group Target Member has been adversely affected by the loss of any important contract or group of customers or source of supply or by any abnormal factor not affecting related businesses similar to any Group Target Member to a like extent and Issuer Parties Owners are not aware of any facts which are likely to give rise to any such effects; (4) no Group Target Member has changed its existing auditor; (5) no dividends or distributions have been declared, paid or made; (6) no Group Target Member has ceased to conduct or carry on its business, approved the development of any new line of business changed any part of its business activities; (7) no Group Target Member has terminated any senior manager; (8) no Group Target Member has entered into any joint venture or partnership with any person; (9) no Group Target Member has settled, compromised or conceded any litigation, legal proceedings, arbitration, mediation or other dispute resolution procedures involving an amount, individually or in the aggregate, exceeding US$200,000; (10) no Group Target Member has changed its financial year end or accounting policies (aside from changes as required by and in conformity with US GAAP) ; (11) save for resolutions copies of which have been delivered to Investor prior to the date hereof or which are required to be passed by any Group Target Member prior to the Closing in order to satisfy the conditions set out in the Transaction Documents, no board or shareholders’ resolutions of any Group Target Member have been passed; (12) there has not been any waiver or compromise granted by any Group Target Member of a valuable right or of a material debt owing to it; (13) there has been no change to or waiver of any right under any Material Contract; and (14) there has been no agreement or commitment by any Group Target Member to do any of the things described in clauses (1) through (13) above.

Specific Changes. Except where necessary to perform its obligations under Since the Transaction Documents, the Existing Indebtedness and Permitted Indebtedness, since the Latest Accounts Statement Date: (1i) CDP Holdings, Ltd has not had any operations other than the direct or indirect holding of shares or equity interests (as applicable) in its Subsidiaries. (ii) no Group Member Company has assumed disposed of any asset (including trading stock) or supply of any service or business facility of any kind (including a loan of money or the letting, hiring or licensing of any property whether tangible or intangible) in circumstances where the consideration actually received or receivable for such disposal or supply was less than the consideration which would be deemed to have been received for tax purposes; (iii) no Group Company has incurred any Liabilities (actual or contingent) or expenditure otherwise than Liabilities, except in the ordinary course of carrying on its business or entered into any transaction which is not in its usual and ordinary course of business; (2iv) no amount Group Company has incurred any Indebtedness, except in the usual and ordinary course of business; (v) no Group Company has had any off-book income or incurred any off-book expenses; (vi) none of the amounts secured by the mortgages, charges or Security Interest Encumbrance disclosed in the accounts and management accounts Financial Statements has been increased beyond the amount shown in the accounts and management accounts Financial Statements and no mortgage, charge or Security Interest Encumbrance has been created since the Latest Accounts Date other than in the ordinary course of businessStatement Date; (3) to the best knowledge of Issuer Parties, no business of any Group Member has been adversely affected by the loss of any important contract or group of customers or source of supply or by any abnormal factor not affecting related businesses similar to any Group Member to a like extent and Issuer Parties are not aware of any facts which are likely to give rise to any such effects; (4vii) no Group Member has changed its existing auditor; (5) no dividends dividends, bonuses or distributions have been declared, paid or mademade by any Group Company; (6viii) no payment has been made by any of the Group Companies which will not be deductible for Tax purposes either in computing the profits of the relevant Group Company or in computing the Tax chargeable on the Group; (ix) no Group Member has ceased to conduct or carry on its business, approved the development of any new line of business changed any part of its business activities; (7) no Group Member has terminated any senior manager; (8) no Group Member has entered into any joint venture or partnership with any person; (9) no Group Member has settled, compromised or conceded any litigation, legal proceedings, arbitration, mediation or other dispute resolution procedures involving an amount, individually or in the aggregate, exceeding US$200,000; (10) no Group Member Company has changed its financial year end or accounting policies (aside from changes as required by and in conformity with US GAAP) end; (11x) no Group Company has made any amendment to or waiver under any constitutional or organizational documents, except as required or permitted in accordance with this Agreement and the other Transaction Documents; (xi) no Group Company has made any direct or indirect redemption, purchase or other acquisition of any equity securities, except as required or permitted in accordance with this Agreement and the other Transaction Documents; Table of Contents (xii) save for resolutions copies of which have been delivered to the Investor prior to the date hereof or which are required to be passed by any Group Member Company prior to the Closing in order to satisfy the conditions set out in the Transaction DocumentsSection 8, no board or shareholders’ resolutions of any of the Group Member Companies have been passed; (12) there has not been any waiver or compromise granted by any Group Member of a valuable right or of a material debt owing to it; (13) there has been no change to or waiver of any right under any Material Contract; and (14) there has been no agreement or commitment by any Group Member to do any of the things described in clauses (1) through (13) above.