Common use of Carve-out Accounts Clause in Contracts

Carve-out Accounts. 2.1.1 The Carve-out Accounts have been extracted from the reporting schedules used to prepare the audited consolidated financial statements of the Seller as set out therein subject to the adjustments described in the Carve-out Accounts. 2.1.2 The Carve-out Accounts: (i) have been prepared in accordance with the basis of preparation set out therein; (ii) do not materially misstate the assets and liabilities of the relevant Group Company as at the date thereof nor the profits or losses of the relevant Group Company for the period to which they relate; (iii) have been prepared in good faith on a consistent basis, in all material respects, with the basis employed in the Seller’s Accounts including in relation to accounting policies, procedures, estimation techniques and the application of management judgements; and (iv) enable a reasonable judgement to be made as to financial position of the relevant Group Company as at the Carve-out Accounts Date and for the period to which they relate (as applicable).