KO » Topics » 3.1 No Material Adverse Change

This excerpt taken from the KO 8-K filed Dec 29, 2006.

3.1          No Material Adverse Change

(a)                                  Since 31 December 2005, there has been no material adverse change in the financial position of any Group Company and no event, fact or matter has occurred which is reasonably likely to give rise to such change.

(b)                               Since 31 December 2005

(i)                                     the business of each Group Company has been carried on in the ordinary and usual course and no Group Company has made or agreed to make payment other than routine payments in the ordinary and usual course of business;

(ii)                                  no contract, liability, or commitment (whether in respect of capital expenditure or otherwise) has been entered into by any Group Company which is not in the ordinary course of business, or involves a term longer than one year, or is an obligation of a material nature, or is of an amount exceeding Twenty Million Pesos (P20,000,000.00)  for each contract or series of contracts entered into with a single person over a period of one year;

(iii)                               except for the dividends declared on the Preferred Shares as of the date hereof, no dividend or other distribution has been declared, paid or made by any Group Company;

(iv)                              no share, equity or other form of capital has been allotted or issued or agreed to be allotted or issued by any Group Company;

(v)                                 no Group Company has acquired or disposed of, or agreed to acquire or dispose of any business or any asset, except for assets acquired or


disposed of in the ordinary course of business and with proper approvals of the relevant Group Companies;

(vi)                              no Group Company has repaid any borrowing or indebtedness in advance of its stated maturity;

(vii)                           all resolutions of the stockholders and board of directors of any Group Company have been properly passed, are duly reflected in the minutes books and have been fully disclosed to Purchaser;

(viii)                        no material change has been made to the terms of employment, to the generally applicable employment programs, including retirement fund commitments, by any Group Company (other than those required by law or other than scheduled increases provided for in the annual budget approved by the Board of Directors);

(ix)                                there has been no material increase or decrease in the levels of debts or receivables (including the Dealers Receivables but excluding intercompany trade receivables) or in the average collection or payment periods for such debts and receivables respectively.  For purposes of this clause 3.1(b)(ix), material increase or decrease shall be 5% from the levels of debts or receivables, as the case may be, as of 31 December 2005.

"3.1 No Material Adverse Change" elsewhere:

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