Common use of Buyer Reports; Financial Statements Clause in Contracts

Buyer Reports; Financial Statements. (i) Buyer has timely filed or furnished all reports, schedules, forms, statements and other documents required to be filed or furnished by it with or to the Finnish Financial Supervisory Authority or the NASDAQ Helsinki since January 1, 2015. As of its respective date, or, if amended, as of the date of the last such amendment, each of the Buyer Reports complied when filed or furnished (or, if applicable, when amended) in all material respects with the requirements of the Finnish Securities Market Act and other Laws applicable to such Buyer Reports, and none of the Buyer Reports when filed or furnished contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. (ii) The Buyer Financial Statements comply as to form in all material respects with applicable accounting requirements, the Finnish Companies Act (624/2006, as amended) and other applicable Laws. The consolidated balance sheets (including the related notes) included in the Buyer Financial Statements have been prepared in accordance with International Financial Reporting Standards as adopted by the European Union (“IFRS”) applied on a consistent basis throughout the periods presented and present fairly in all material respects the financial position of Buyer and the Buyer Subsidiaries as at the respective dates thereof, and the consolidated statements of income, consolidated statements of shareholders’ equity and consolidated statements of cash flows (in each case including the related notes) included in such Buyer Financial Statements have been prepared in accordance with IFRS applied on a consistent basis throughout the periods presented and present fairly in all material respects the results of operations, shareholders’ equity and cash flows of Buyer , the Buyer Subsidiaries and for the respective periods indicated.

Buyer Reports; Financial Statements. (i) Since January 1, 2003, Buyer has timely filed or furnished with the SEC all registration statements, reports, schedules, forms, proxy statements and other documents or information statements required to be filed or furnished by it with or to Buyer, including (a) Buyer's Annual Report on Form 10-K for the Finnish Financial Supervisory Authority or year ended December 31, 2002 and 2003 and (b) Buyer's Quarterly Reports on Form 10-Q for the NASDAQ Helsinki since January 1periods ended March 31, 20152003, June 30, 2003, September 30, 2003, March 31, 2004 and June 30, 2004, which are publicly available on the SEC's EDGAR system (collectively, including any such reports filed subsequxxx xo the date hereof, the "BUYER REPORTS"). As of its their respective date, or, dates (or if amended, as of the date of such amendment or, if superseded by a subsequent Buyer Report filed prior to the last date hereof, as of the date of such amendmentsubsequent Buyer Report), each of the Buyer Reports complied when did not, and any Buyer Reports filed or furnished (or, if applicable, when amended) in all material respects with the requirements of SEC subsequent to the Finnish Securities Market Act and other Laws applicable to such Buyer Reportsdate hereof will not, and none of the Buyer Reports when filed or furnished contained contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under in which they were made, not misleading. (ii) The Buyer Financial Statements comply as to form in all material respects with applicable accounting requirements, . Each of the Finnish Companies Act (624/2006, as amended) and other applicable Laws. The consolidated balance sheets included in or incorporated by reference into the Buyer Reports (including the related notesnotes and schedules) included in the Buyer Financial Statements have been prepared in accordance with International Financial Reporting Standards as adopted by the European Union (“IFRS”) applied on a consistent basis throughout the periods presented and present fairly presents, or will fairly present, in all material respects respects, the consolidated financial position of Buyer and the Buyer Subsidiaries as at the respective dates thereof, of its date and each of the consolidated statements of income, consolidated statements income and of shareholders’ equity and consolidated statements of cash flows (changes in each case including the related notes) financial position included in such or incorporated by reference into the Buyer Financial Statements have been prepared in accordance with IFRS applied on a consistent basis throughout the periods presented Reports (including any related notes and present schedules) fairly presents, or will fairly present, in all material respects respects, the results of operations, shareholders’ equity retained earnings and cash flows changes in financial position, as the case may be, of Buyer , and the Buyer Subsidiaries and for the respective periods indicatedset forth therein (subject, in the case of unaudited statements, to notes and normal year-end audit adjustments that will not be material in amount or effect), in each case in accordance with U.S. GAAP consistently applied during the periods involved, except as may be noted therein.

Buyer Reports; Financial Statements. (i) Buyer has timely filed delivered or furnished all reportsotherwise made available to the Company each registration statement, schedulesreport, forms, statements proxy statement and other documents required to be filed or furnished information statement prepared by it since December 31, 1995, each in the form (including exhibits and any amendments thereto) filed with the SEC (each such registration statement report, proxy statement or to the Finnish Financial Supervisory Authority or the NASDAQ Helsinki since January 1information statement, 2015a "Buyer Report"). As of its their respective datedates, or, if amended, as of the date of the last such amendment, each of the Buyer Reports complied when did not, and any Buyer Reports filed or furnished (or, if applicable, when amended) in all material respects with the requirements of SEC subsequent to the Finnish Securities Market Act and other Laws applicable to such Buyer Reportsdate hereof will not, and none of the Buyer Reports when filed or furnished contained contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under in which they were made, not misleading. (ii) The Buyer Financial Statements comply as to form in all material respects with applicable accounting requirements, . Each of the Finnish Companies Act (624/2006, as amended) and other applicable Laws. The consolidated balance sheets included in or incorporated by reference into the Buyer Reports (including the related notesnotes and schedules) included in the Buyer Financial Statements have been prepared in accordance with International Financial Reporting Standards as adopted by the European Union (“IFRS”) applied on a consistent basis throughout the periods presented and present fairly presents, or will fairly present, in all material respects respects, the consolidated financial position of Buyer and the Buyer its Subsidiaries as at the respective dates thereof, of its date and each of the consolidated statements of income, consolidated statements of shareholders’ equity income and consolidated statements of cash flows (in each case including the related notes) included in such or incorporated by reference into the Buyer Financial Statements have been prepared in accordance with IFRS applied on a consistent basis throughout the periods presented Reports (including any related notes and present schedules) fairly presents, or will fairly present, in all material respects respects, the results of operations, shareholders’ equity retained earnings and cash flows flows, as the case may be, of Buyer and its Subsidiaries for the periods set forth therein (subject, in the case of unaudited statements, to the notes and normal year-end audit adjustments that will not be material in amount or effect), in each case in accordance with U.S. generally accepted accounting principles consistently applied during the periods involved, except as may be noted therein. Set forth on Section 4.5 of the Buyer Subsidiaries and Disclosure Schedule is a copy of audited consolidated financial statements of Buyer for the respective periods indicatedyear ended December 31, 1996, which for purposes of this Agreement shall be treated as a "Buyer Report."

Buyer Reports; Financial Statements. (i) Buyer has since December 31, 2007 filed or furnished, as applicable, on a timely basis all Buyer Reports required by Law. Each of such Buyer Reports filed or furnished since December 31, 2007, at the time of its filing or being furnished complied in all reportsmaterial respects with the applicable requirements of the Securities Act, schedulesthe Exchange Act and the Xxxxxxxx-Xxxxx Act of 2002 (as amended, formsthe “Xxxxxxxx-Xxxxx Act”), statements and other documents required any rules and regulations promulgated thereunder applicable to be filed or furnished by it with or to the Finnish Financial Supervisory Authority or the NASDAQ Helsinki since January 1, 2015such Buyer Reports. As of its their respective date, dates (or, if amendedamended prior to the date hereof, as of the date of the last such amendment, each of the ) such Buyer Reports complied when did not, and any Buyer Reports filed or furnished (or, if applicable, when amended) in all material respects with the requirements of SEC subsequent to the Finnish Securities Market Act and other Laws applicable to such Buyer Reportsdate hereof will not, and none of the Buyer Reports when filed or furnished contained contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under in which they were made, not misleading. (ii) The Buyer Financial Statements comply as to form in all material respects with applicable accounting requirements, . Each of the Finnish Companies Act (624/2006, as amended) and other applicable Laws. The consolidated balance sheets included in the financial statements included in such Buyer Reports (including the related notesnotes and schedules) included in fairly presents the Buyer Financial Statements have been prepared in accordance with International Financial Reporting Standards as adopted by the European Union (“IFRS”) applied on a consistent basis throughout the periods presented and present fairly in all material respects the consolidated financial position of Buyer and the Buyer its Subsidiaries as at the respective dates thereof, of its date and each of the consolidated statements of income, consolidated statements of shareholders’ equity retained earnings, and consolidated statements of cash flows (and of changes in each case including the related notes) financial position included in such the financial statements included in Buyer Financial Statements have been prepared in accordance with IFRS applied on a consistent basis throughout the periods presented Reports (including any related notes and present schedules) fairly in all material respects presents the results of operations, shareholdersretained earnings, members’ equity and equity, cash flows and changes in financial position, as the case may be, of Buyer , the Buyer and its Subsidiaries and for the respective periods indicatedset forth therein, in each case in conformity with GAAP consistently applied during the periods involved, except as may be indicated in such statements or in the notes thereto or, in the case of unaudited financial statements, as permitted by the regulations and rules promulgated under the Exchange Act. Except for liabilities and obligations incurred in the ordinary course of business since December 31, 2007, neither Buyer nor any of its Subsidiaries has any liabilities or obligations of any nature which, individually or in the aggregate, could reasonably be expected to have a Buyer Material Adverse Effect.