TRADING POSITION Sample Clauses
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TRADING POSITION. 10.1 Except as described in the Disclosure Letter, since 31 January 2010:
10.1.1 there has been no material adverse change in the position or prospects of the Company, or in the value or state of the assets, or amount or nature of the liabilities, of the Company as compared with the position disclosed in the Audited Accounts;
10.1.2 the Company has not disposed of any material assets, or assumed or incurred any outstanding capital commitment, or any material liabilities (whether actual or contingent), otherwise than in the ordinary course of carrying on its business (and, for this purpose, disposals of fixed assets, fixed and loose plant and machinery, fixtures and fittings, vehicles and office equipment, shall be deemed to be not in the ordinary course of business);
10.1.3 the business of the Company has been carried on in the normal and usual course of business without material interruption.
10.2 The Company’s business has not been materially and adversely affected by the loss of any important customer or source of supply.
10.3 The Company is entitled to carry on the business now carried on by it, and carried on by it during the three years prior to the date of this agreement, without any conflict with any valid right of any other person, firm or company.
10.4 No substantial part of the business of the Company is carried on, or is required to be carried on, with the agreement or consent of a third party, nor is there any agreement which significantly restricts the field in which the Company carries on business.
10.5 The Company has not committed or omitted to do any act or thing which could reasonably be expected to give rise to any fine or penalty, nor is the Company party to any agreement, practice or arrangement which, in whole or in part:
10.5.1 contravenes the provisions of the Trade Descriptions Acts 1968 and 1972;
10.5.2 would or might constitute a domestic or a Community infringement within the meaning of Part 8 of the Enterprise ▇▇▇ ▇▇▇▇;
10.5.3 contravenes any provisions of the EC Treaty, or any regulation or other enactment made under that Treaty; or
10.5.4 contravenes any other anti-trust anti-monopoly or anti-cartel legislation or regulations.
10.6 So far as the Vendors are aware, the Company has not engaged in any course of conduct which is unlawful under the Competition ▇▇▇ ▇▇▇▇.
10.7 So far as the vendors are aware, no agreement, arrangement or other practice of the Company is, or has been, the subject of an investigation, report or decis...
TRADING POSITION. Since 30 June 2005 and save as disclosed in the document attached to this Agreement marked “C”:
2.1 the Seller has carried on the Business in the ordinary course; and
2.2 there has been no material adverse change in the financial or trading position of the Business.
TRADING POSITION. 3.1 Since the Accounting Date, to the knowledge of the Seller:
3.1.1 there has been no material adverse change in the financial or trading position or prospects of the Business or in the value or state of the assets or amount or nature of the liabilities of the Business as compared with the position disclosed in the Accounts;
3.1.2 the Seller has not, in relation to the Business, disposed of any assets or assumed or incurred any outstanding capital commitment or any material liabilities (whether actual or contingent) otherwise than in the ordinary course of carrying on the Business;
3.1.3 the Business has been carried on in the ordinary and usual course without interruption and so as to maintain the same as a going concern;
3.1.4 nothing has been done in the conduct or management of the affairs of the Business which would will materially adversely prejudice the interests of the Buyer as prospective Buyer of the Business;
3.1.5 the trading prospects of the Business have not been materially adversely affected as a result of an event or circumstance which arose after the Accounting Date; and
3.1.6 since the Accounting Date, the Seller has not done or omitted to do anything which might have materially prejudicially affected the Goodwill.
3.2 The Business has not been materially and adversely affected by the loss of any important customer, account or source of supply and no important customer, account or source of supply has substantially reduced its dealings with the Business.
3.3 To the knowledge of the Seller, the transactions contemplated by this agreement will not result in loss of business with any of the Business’ present customers or source of supply.
3.4 The Seller is not a party to any contract or arrangement relating to the Business which is subject to termination by another party or under which the rights of any person are likely to be affected as a result of the transactions contemplated by this agreement.
3.5 To the knowledge of the Seller, the Seller is entitled to carry on the Business as it is currently carried on by it and has been carried on by it during the 3 years prior to the date of this agreement without infringing any valid Intellectual Property Right of any other person, firm or company.
3.6 No substantial part of the Business is carried on or is required to be carried on with the agreement or consent of a third party (from which consent has not been obtained) nor is there any agreement which significantly restricts the activities of t...
TRADING POSITION. 8.1 Since the Balance Sheet Date (and save as disclosed in 2005 First Quarter Results and in the Admission Document):-
8.1.1 the Company has carried on its business in the ordinary and usual course;
8.1.2 there has been no significant change in the financial or trading position of the Company;
8.1.3 the Company has not entered into or assumed or incurred any contract, commitment, borrowings, indebtedness in the nature of borrowing, guarantee, liability (including contingent liability) or other obligation which, in any such case, has not been discharged at the date of this Agreement or will not be discharged prior to Admission and the disclosure of which to a potential subscriber of Placing Shares is required in order to prevent the Admission Document being inaccurate or misleading in any material respect;
8.1.4 the Company has not declared, made or paid any dividend or other distribution;
8.1.5 no agreement or commitment has been entered into by the Company which is of a long term or unusual nature which involves or could involve an obligation of a material nature; and
8.1.6 no agreement or commitment has been entered into by the Company for the acquisition or disposal of any business or material asset or any material liabilities (including contingent liabilities) otherwise than in the ordinary course of business.
TRADING POSITION. 1. Since the Accounting Date:-
1.1 there has been no material adverse change nor so far as the Warrantors are aware is any such material change pending or expected in:-
1.1.1 the business, financial or trading position or business prospect, or other prospects of the Company; or
1.1.2 in the value or state of the assets or amount or nature of the liabilities of the Company; or as compared with the position disclosed in the Audited Accounts;
1.2 the Company has not disposed of any material assets or assumed or incurred any outstanding material capital commitment or any material liabilities (whether actual or contingent) otherwise than in the ordinary course of carrying on its business. For these purposes, disposals of Intellectual Property Rights, fixed assets, fixed and loose plant and machinery, fixtures and fittings, vehicle and office equipment shall not be deemed to be in the ordinary course of business;
1.3 the Company has paid all material creditors in the ordinary course of business and within the normal terms of business undertaken between the Company and the creditors; and 1.4 the business of the Company has been carried on in the ordinary and usual course of business without interruption and so as to maintain the same as a going concern.
2. So far as the Warrantors are aware, the Company is not subject to material liabilities, other than those disclosed (whether actual or contingent) in the Audited Accounts, other than those entered into in the ordinary course of business since the Accounts Date.
3. The Company is not a party to any agreement or arrangement which is subject to termination or re-negotiation by another party as a result of any of the transactions contemplated by this Agreement.
4. So far as the Warrantors are aware the Company is entitled to carry on the business now carried on by it and carried on by it during the three years prior to the date of this Agreement without any conflict with any valid right of any other person, firm or company.
5. No substantial part of the business of the Company is carried on or is required to be carried on with the agreement or consent of a third party.
6. There is no agreement or arrangement to which the Company is a party which significantly restricts the field in which the Company carries on business.
TRADING POSITION. Material adverse change since Accounting Date
1. Since the Accounting Date:-
1.1 there has been no material adverse change in the financial or trading position of the Company or in the value or state of the assets or amount or nature of the liabilities of the Company as compared with the position disclosed in the Audited Accounts;
1.2 the Company has not disposed of any material assets or assumed or incurred any material outstanding capital commitment or any material liabilities (whether actual or contingent) otherwise than in the ordinary course of carrying on its business (and for this purpose disposals of fixed assets, fixed and loose plant and machinery, fixtures and fittings, vehicle and office equipment shall be deemed to be not in the ordinary course of business);
1.3 except as disclosed in the Disclosure Letter the Company has paid its creditors in the ordinary course of business and within the normal terms of business of those creditors; and
1.4 the business of the Company has been carried on in the ordinary and usual course of business without interruption and so as to maintain the same as a going concern.
TRADING POSITION. 11.1. Since the Accounting Date:
11.1.1. there has been no material adverse change (nor is any such material change expected) in the position of the Company, or in the value or state of the assets, or amount or nature of the liabilities, of the Company as compared with the position disclosed in the Audited Accounts;
11.1.2. the Company has not disposed of any material assets, or assumed or incurred any outstanding capital commitment, or any material liabilities (whether actual or contingent), otherwise than in the ordinary course of carrying on its business (and, for this purpose, disposals of fixed assets, fixed and loose plant and machinery, fixtures and fittings, vehicles and office equipment, shall be deemed to be not in the ordinary course of business);
11.1.3. the business of the Company has been carried on in the ordinary and usual course of business without interruption, and so as to maintain that business as a going concern.
11.2. There has been no major change in the nature or conduct of the business carried on by the Company.
11.3. The Company is entitled to carry on the business now carried on by it, and carried on by it during the 3 years before the date of this Agreement, without any conflict with any valid right of any other person, firm or company.
11.4. The Company not committed or omitted to do any act or thing which could give rise to any material fine or penalty.