Specific Changes. Since the Balance Sheet Date: (i) no Group Company has 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; (ii) none of the amounts secured by the mortgages, charges, liens or Encumbrance disclosed in the Financial Statements has been increased beyond the amount shown in the Financial Statements and no mortgage, charge, lien or Encumbrance has been created since the Balance Sheet Date; (iii) no dividends, bonuses or distributions have been declared, paid or made; (iv) 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 Company has changed its financial year end; (vi) save for resolutions copies of which have been delivered to the Investors prior to the date hereof or which are required to be passed by any Group Company prior to the Closing in order to satisfy the conditions set out in Section 7, no board or stockholders’ resolutions of any of the Group Companies have been passed; (vii) there has not been any waiver or compromise granted by any Group Company of a valuable right or of a material debt owing to it; and (viii) there has been no change to any material contract or agreement which any Group Company or any of its assets is bound by or subject to.
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Specific Changes. Since the Balance Sheet Date:
(i) no Group Company has 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;
(ii) no Group Company 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;
(iii) none of the amounts secured by the mortgages, charges, liens or Encumbrance disclosed in the Financial Statements has been increased beyond the amount shown in the Financial Statements and no mortgage, charge, lien or Encumbrance has been created since the Balance Sheet DateDate other than in the ordinary course of business;
(iiiiv) no business of any of the Group Companies has been adversely affected by the loss of any important contract or customer or source of supply or by any abnormal factor not affecting similar businesses to a like extent and the Warrantors are not aware of any facts which are likely to give rise to any such effects;
(v) no dividends, bonuses or distributions have been declared, paid or made;
(ivvi) 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 GroupGroup (except for those disclosed in the Financial Statements);
(vvii) no Group Company has changed its financial year end;
(viviii) save for resolutions copies of which have been delivered to the Investors Investor prior to the date hereof or which are required to be passed by any Group Company prior to the Closing in order to satisfy the conditions set out in Section 78, no board or stockholdersshareholders’ resolutions of any of the Group Companies have been passed;
(viiix) there has not been any waiver or compromise granted by any Group Company of a valuable right or of a material debt owing to it; and
(viiix) there has been no change to any material contract or agreement which any Group Company or any of its assets is bound by or subject to.
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Specific Changes. Since the Balance Sheet Date:
(i) no Group Company has disposed of any asset (including trading stock) or supply other than in the ordinary course 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 purposescarrying on its business;
(ii) no Group Company 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;
(iii) none of the amounts under any guarantees or secured by the mortgages, charges, liens or Encumbrance disclosed in the Financial Statements has been increased beyond the amount shown in the Financial Statements and no guarantee, mortgage, charge, lien or Encumbrance has been entered into, given or created since the Balance Sheet Date;
(iiiiv) no business of any of the Group Companies has been adversely affected by the loss of any important contract or customer or source of supply or by any abnormal factor not affecting similar businesses to a like extent and none of the Warrantors are aware of any facts which are likely to give rise to any such effects;
(v) subject to Clause 13.1, no dividends, bonuses or distributions have been declared, paid or mademade by any Group Company;
(iv) 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;
(vvi) no Group Company has changed its financial year end;
(vivii) save for resolutions copies of which have been delivered to KongZhong (or as the Investors case may be, KongZhong Nominee) prior to the date hereof of this Agreement or which are required to be passed by any Group Company prior to the Closing in order to satisfy the conditions set out in Section 7Clause 10, no board or stockholders’ shareholders' resolutions of any of the Group Companies have been passed;
(viiviii) there has not been any waiver or compromise granted by any Group Company of a valuable right owned by it or of a material debt owing to it; and
(viiiix) there has been no change to any material contract or agreement which any Group Company or any of its assets is bound by or subject to.
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Specific Changes. Since the Balance Sheet Date:
: (i) no Group Company has disposed of any asset (including trading stock) or supply other than in the ordinary course 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;
carrying on its business; (ii) no Group Company 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; (iii) none of the amounts under any guarantees or secured by the mortgages, charges, liens or Encumbrance disclosed in the Financial Statements has been increased beyond the amount shown in the Financial Statements and no guarantee, mortgage, charge, lien or Encumbrance has been entered into, 22 <PAGE> given or created since the Balance Sheet Date;
; (iiiiv) no business of any of the Group Companies has been adversely affected by the loss of any important contract or customer or source of supply or by any abnormal factor not affecting similar businesses to a like extent and none of the Warrantors are aware of any facts which are likely to give rise to any such effects; (v) subject to Clause 13.1, no dividends, bonuses or distributions have been declared, paid or made;
(iv) 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;
Company; (vvi) no Group Company has changed its financial year end;
; (vivii) save for resolutions copies of which have been delivered to KongZhong (or as the Investors case may be, KongZhong Nominee) prior to the date hereof of this Agreement or which are required to be passed by any Group Company prior to the Closing in order to satisfy the conditions set out in Section 7Clause 10, no board or stockholders’ shareholders' resolutions of any of the Group Companies have been passed;
; (viiviii) there has not been any waiver or compromise granted by any Group Company of a valuable right owned by it or of a material debt owing to it; and
and (viiiix) there has been no change to any material contract or agreement which any Group Company or any of its assets is bound by or subject to.
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Sources: Share Purchase Agreement