AT THE DATE OF THIS AGREEMENT TO ANY INDIVIDUAL WHICH HAS NOT YET BEEN ACCEPTED
OR WHICH HAS BEEN ACCEPTED BUT WHERE THE INDIVIDUAL'S EMPLOYMENT HAS NOT YET
STARTED.
20.7
IN SO FAR AS THEY APPLY TO ITS EMPLOYEES, THE COMPANY HAS COMPLIED
IN ALL MATERIAL RESPECTS WITH ANY:
(A)
LEGAL OBLIGATIONS;
(B)
CODES OF CONDUCT OR PRACTICE; AND
(C)
COLLECTIVE AGREEMENTS, CUSTOMS AND PRACTICE.
21.
PROPERTY
21.1
THE DEFINITIONS IN THIS PARAGRAPH APPLY IN THIS AGREEMENT.
Properties: all those properties identified in Schedule 6.
21.2
THE PROPERTIES ARE THE ONLY REAL PROPERTIES OWNED, USED OR OCCUPIED
BY THE COMPANY.
21.3
THE COMPANY HAS NO RIGHT OF OWNERSHIP, RIGHT OF USE, OPTION, RIGHT
OF FIRST REFUSAL OR CONTRACTUAL OBLIGATION TO PURCHASE, OR ANY OTHER LEGAL OR
EQUITABLE RIGHT AFFECTING ANY REAL PROPERTY OTHER THAN THE PROPERTIES.
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21.4
ALL THE PROPERTIES ARE USED BY THE COMPANY IN CONNECTION WITH THE
BUSINESS OF THE COMPANY.
21.5
THE INFORMATION CONTAINED IN SCHEDULE 6 IS TRUE AND ACCURATE AND
INCLUDES ALL THE INFORMATION NEEDED TO IDENTIFY THE PROPERTIES.
22.
ACCOUNTS
22.1
THE ACCOUNTS HAVE BEEN PREPARED IN ACCORDANCE WITH THE ACCOUNTING
STANDARDS, PRINCIPLES AND PRACTICES GENERALLY ACCEPTED IN HUNGARY AND IN
ACCORDANCE WITH THE APPLICABLE LAWS OF HUNGARY, AND THE ACCOUNTS ARE PRESENTED
FAIRLY IN ALL MATERIAL RESPECTS, AND THEY ARE IN CONFORMITY WITH APPLICABLE
ACCOUNTING LAWS AND PRINCIPLES GENERALLY ACCEPTED IN HUNGARY AND PRESENT A TRUE
AND FAIR VIEW OF THE FINANCIAL POSITION, RESULTS OF OPERATIONS AND CASH FLOWS OF
THE COMPANY AS AT THE ACCOUNTS DATE. WITHOUT LIMITING THE GENERALITY OF THE
FOREGOING, THE ACCOUNTS EITHER MAKE FULL PROVISION FOR OR DISCLOSE ALL
LIABILITIES (WHETHER ACTUAL, CONTINGENT OR DISPUTED), ALL OUTSTANDING CAPITAL
COMMITMENTS AND ALL BAD OR DOUBTFUL DEBTS, IN EACH CASE ONLY IN ACCORDANCE WITH
AND TO THE EXTENT REQUIRED BY THE ACCOUNTING STANDARDS, PRINCIPLES AND PRACTICES
GENERALLY ACCEPTED IN HUNGARY AND IN ACCORDANCE WITH THE APPLICABLE LAWS OF
HUNGARY.
22.2
THE ACCOUNTS HAVE BEEN PREPARED ON A BASIS CONSISTENT WITH THE
AUDITED ACCOUNTS OF THE COMPANY FOR THE TWO PRIOR ACCOUNTING PERIODS SAVE THAT
IT IS RECOGNISED THAT THE ACCOUNTS ARE FOR A PERIOD OF SEVEN MONTHS WHEREAS THE
COMPANY'S TWO PRIOR ACCOUNTING PERIODS ARE FOR PERIODS OF 12 MONTHS EACH.
23.
INTRAGROUP RELATIONSHIPS
23.1
THERE ARE NO AGREEMENTS OR ARRANGEMENTS BETWEEN (I) THE SELLER AND
(II) THE COMPANY.
24.
FINANCIAL AND OTHER RECORDS
24.1
SINCE JUNE 2005 ALL FINANCIAL RECORDS OF THE COMPANY REQUIRED BY
THE LAWS TO BE PREPARED AND MAINTAINED BY THE COMPANY:
(A)
HAVE BEEN PROPERLY PREPARED AND MAINTAINED;
(B)
CONSTITUTE IN ALL RESPECTS AN ACCURATE RECORD OF ALL MATTERS THAT ARE
REQUIRED TO APPEAR IN THEM SAVE FOR ANY MINOR OR TYPOGRAPHICAL ERRORS;
(C)
DO NOT CONTAIN ANY MATERIALLY ADVERSE INACCURACIES OR DISCREPANCIES;
AND
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(D)
ARE IN THE POSSESSION OF THE COMPANY.
24.2
SINCE JUNE 2005 ALL STATUTORY RECORDS, INCLUDING THE ACCOUNTING
RECORDS, REQUIRED BY THE LAWS TO BE KEPT OR FILED BY THE COMPANY HAVE BEEN
PROPERLY KEPT OR FILED