ACCURACY AND ADEQUACY OF INFORMATION. 14.1 The information set out in Schedule 1 (Information of the Group), Schedule 4 (Information of the Approved Project) and is true and accurate in all respects and is not misleading.
14.2 The copies of documents directly or indirectly provided by the Seller to the Buyer in relation to the transactions contemplated under this Agreement are true and complete copies of the originals of the relevant documents which are in the possession of the Company.
14.3 All the accounts, books, ledgers and financial and other records of each Group Company are in the possession of the Company or under its control and all material transactions relating to its business have been correctly recorded therein. All other accounts, books, ledgers and records of each Group Company fairly reflect the state of such Group Company's affairs and to explain its transactions since its incorporation.
14.4 The statutory books (including all registers and minute books) of each Group Company contain (in respect of matters up to but not including Completion) are accurate and complete record of the matters which should be dealt with in those books in all material respects and no notice or allegation that any of them is incorrect or should be rectified has been received.
14.5 All other information contained in any written document supplied to the Buyer or any of its advisers by or on behalf of the Seller in connection with this Agreement was, when given, and is at the date on which this Warranty is given, true and accurate in all material respects and, so far as the Seller is aware, there is no fact, matter or circumstance which has not been disclosed in writing to the Buyer and/or its professional advisors which renders any such written information untrue, inaccurate or misleading in any material respect.
ACCURACY AND ADEQUACY OF INFORMATION. (a) The Listing Document to be issued pursuant to the Listing Rules will comply when so issued in all material respects with the Listing Rules and the rules and regulations of the Listing Committee; (b) all statements of fact contained in the Listing Document (as of the Listing Document Date and the other times when the Warranties are repeated) are or will be true and accurate in all material respects and not misleading, and (c) the Listing Document does not and will not include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that this representation and warranty shall not apply to statements or omissions in reliance upon and in conformity with the information relating to any Joint Sponsor or Dealer furnished to the Company in writing by such Joint Sponsor or Dealer expressly for use therein (the “Information Furnished”); it being understood and agreed that the only Information Furnished with respect to any Joint Sponsor or Dealer consists of the name, logo and address of such Joint Sponsor or Dealer.
1.2. The Company has filed with the SEC an automatic shelf registration statement on Form F-3 (such registration statement, together with any information deemed to be a part thereof at the time of effectiveness pursuant to Rule 430B, the “Registration Statement”) registering the offer and sale from time to time pursuant to Rule 415 under the rules and regulations of the SEC, which registration statement shall become effective immediately upon its filing; no notice of objection of the SEC to the use of such registration statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act has been received by the Company. No order suspending the effectiveness of the Registration Statement has been issued by the SEC, and no proceeding for that purpose or pursuant to Section 8A of the Securities Act against the Company has been initiated or, to the best knowledge of the Company, threatened by the SEC as of the applicable effective date of the Registration Statement and any post-effective amendment thereto, the Registration Statement and any such post-effective amendment complied and will comply in all material respects with the Securities Act, and did not and will not contain any untrue statement of a material fact or omit to state a material fact required to...
ACCURACY AND ADEQUACY OF INFORMATION. (A) The copy of the memorandum and articles of association or other constitutional documents of the Company produced to the Purchaser is complete and accurate in all respects, has attached to it copies of all resolutions and other documents required by law to be so attached and fully sets out the rights and restrictions attaching to each class of share capital of the relevant company.
(B) All the accounts, books, ledgers and financial and other records of whatsoever kind including statutory books of the Company have been properly kept in accordance with normal business practice and are in its possession or under its control and all transactions relating to its business have been duly and correctly recorded therein, and there are at the date hereof no material inaccuracies or discrepancies of any kind contained or reflected in such accounts, books, ledgers and financial and other records and at the date hereof they give and reflect a true and fair view of the financial, contractual and trading position of the Company.
ACCURACY AND ADEQUACY OF INFORMATION. The information set out in Schedules 1, 2 and 3 is true, accurate and not misleading.
ACCURACY AND ADEQUACY OF INFORMATION. 7.1 All information which has been given by the Seller, Covenantor, auditors, financial advisers, solicitors or officials of the Seller, Covenantor, or the Company, to the Purchaser or to the solicitors, accountants or agents of the Purchaser in the course of the negotiations leading to this agreement is true and accurate and not misleading in all material respects.
7.2 The information given in Schedule 3 (Basic Information about the Company) is true, accurate and complete in all respects.
7.3 The copies of the memorandum and bye-laws (or equivalent constitutional documents) of each member of the Group which have been supplied to the Purchaser or the Purchaser's Solicitors are complete and accurate in all respects, have attached to them copies of all resolutions and other documents required by law to be so attached and fully set out the rights and restrictions attaching to each class of share capital of the members of the Group to which they relate.
7.4 The statutory books (including all registers and minute books) of each member of the Group have been properly kept and contain an accurate and complete record of the matters which should be dealt with in those books and, to the knowledge of the Seller and the Covenantor, no notice or allegation that any of them is incorrect or should be rectified has been received.
7.5 All documents which should have been delivered by any member of the Group to the Registrar of Companies in Hong Kong or the equivalent body in any other jurisdiction have been properly so delivered.
7.6 All other information contained in any written document or communication supplied to the Purchaser or any of its advisers by or on behalf of the Seller, the Covenantor or any member of the Group or any Associated Company after the Purchaser indicated its interest in acquiring the Shares is true and accurate in all material respects and there is no fact or matter not disclosed in writing to the Purchaser or any of its advisers which renders any such information untrue or misleading in any material respect because of any omission or ambiguity or for any other reason.
7.7 So far as the Seller and Covenantor are aware (having made due and careful inquiry), there is no fact or circumstance relating to the affairs of any member of the Group or any Associated Company which has not been disclosed to the Purchaser or any of its advisers and which if disclosed might reasonably have been expected to influence the decision of the Purchaser to purchase the...
ACCURACY AND ADEQUACY OF INFORMATION. 44 9. PREPARATION AND CONTENTS OF THE MANAGEMENT ACCOUNTS.....................................44 10.
ACCURACY AND ADEQUACY OF INFORMATION. 8.1 The information contained in schedules 1, 2 and 4 to this Agreement is accurate and complete.
8.2 The information contained in the Disclosure Letter and all written information supplied to the Purchaser or its advisers by or on behalf of the Shareholders or any of their advisers or by the Company is complete and accurate and is not misleading because of any omission or ambiguity or for any other reason and where the information is expressed as an opinion, it is truly and honestly held and not given casually, recklessly or without due regard for its accuracy.
8.3 So far as the Shareholders with the exception of SCM Microsystems Ltd are aware, there is no fact or circumstance relating to the business and affairs of the Company which, if Disclosed to the Purchaser or any of its advisers, might reasonably be expected to influence the decision of the Purchaser to purchase the Shares on the terms contained in this Agreement and which has not been so Disclosed. MANAGEMENT ACCOUNTS
ACCURACY AND ADEQUACY OF INFORMATION. 6.1 The copies of the memorandum and articles of association of each member of the Sale Group in the Data Room and attached to the Disclosure Letter are complete and accurate.
6.2 The Seller has made available to the Purchaser in the Data Room copies of Material Contracts (other than the transactions entered into under the Electricity Trading Agreements) to which a Sale Group member is a party and the Disclosure Letter sets out the Data Room document references for accurate and complete copies of such documents and agreements.
6.3 During the Relevant Period, no member of the Sale Group has received written notice that it is in breach of any Material Contract.
6.4 None of the individuals identified in clause 1.2.15 are aware (having read and considered the Warranties but without any of them being required to make any further enquiry) of any document contained in the Data Room that is inconsistent in any material respect with any of the New Warranties (and for these purposes the Seller shall not be fixed with the knowledge of any other person or be treated as having any imputed or constructive knowledge).
ACCURACY AND ADEQUACY OF INFORMATION. 7.1 All information which has been given by the Vendors, the Vendors' Solicitors or the directors, officers, auditors or financial advisers of the Group to the Purchaser or to the solicitors, accountants or agents of the Purchaser relating to the business activities, affairs or assets or liabilities of the Group was, when given, and is now accurate (or, in the case of accounts and all financial records, accurate in all material respects) and comprehensive in all material respects.
7.2 The information given in Schedule 5 (Basic Information about the Group) and in the Disclosure Letter (including any of its attachments) is true and complete in all material respects and is not misleading because of any omission or ambiguity.
7.3 The copies of the memorandum and articles of association of the Group Companies which have been supplied to the Purchaser or the Purchaser's Solicitors are complete and accurate in all respects, have attached to them copies of all resolutions and other documents required by law to be so attached and fully set out the rights and restrictions attaching to each class of share capital of each Group Company.
7.4 The statutory books (including all registers and minute books) of the Group Companies have been properly kept and contain an accurate and complete record of the matters which should be dealt with in those books and no notice or allegation that any of them is incorrect or should be rectified has been received.
7.5 All documents which should have been delivered by the Group Companies to the Registrar of Companies have been properly so delivered.
ACCURACY AND ADEQUACY OF INFORMATION. All written information relating to the Company which has been given to the Purchaser or its advisers, agents, representatives, in the course of the negotiations leading to this Agreement or in the course of due diligence carried out by or on behalf of the Purchaser prior to entering into this Agreement was when given true, complete and accurate in all material respects and is not misleading in any material respects.
