Common use of Company Financial Statements; No Undisclosed Liabilities Clause in Contracts

Company Financial Statements; No Undisclosed Liabilities. (a) The audited consolidated financial statements (including any related notes thereto) representing the financial condition of Company as of December 31, 2021 and December 31, 2022, which has been delivered by an auditing firm which is a member of the PCAOB, and the unaudited financial statements (including the notes thereto) representing the financial condition of Company as of December 31, 2023 (collectively, the “Company Financials”) (i) were prepared in accordance with United States generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto), (ii) fairly presented the consolidated financial position of Company and its Subsidiaries as at the respective dates thereof and the consolidated results of its operations and cash flows for the periods indicated, except that the unaudited interim financial statements were or are subject to normal and recurring year-end adjustments which were not, or are not expected to be, material in amount, and (iii) are consistent with, and have been prepared from, the books and records of Company. The balance sheet of Company as of December 31, 2023 is hereinafter referred to as the “Company Balance Sheet.” Notwithstanding the foregoing, unaudited financial statements are subject to normal recurring year-end adjustments (the effect of which will not, individual or in the aggregate, be material) and the absence of footnotes.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Minim, Inc.)

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Company Financial Statements; No Undisclosed Liabilities. (a) The audited consolidated financial statements (including any related notes thereto) representing the financial condition of Company as of December 31, 2021 2018 and December 31, 2022, which has been delivered by an auditing firm which is a member of the PCAOB, 2017 and the unaudited financial statements (including the notes thereto) representing the financial condition of Company as of December 31September 30, 2023 2019 (collectively, the “Company Financials”) ), including any available quarterly financial statements (including any related notes thereto), (i) were prepared in accordance with United States generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto), (ii) fairly presented the consolidated financial position of Company and its Subsidiaries as at the respective dates thereof and the consolidated results of its operations and cash flows for the periods indicated, except that the unaudited interim financial statements were or are subject to normal and recurring year-end adjustments which were not, or are not expected to be, material in amount, and (iii) are consistent with, and have been prepared from, the books and records of Company. The balance sheet of Company as of December 31September 30, 2023 2019 is hereinafter referred to as the “Company Balance Sheet.” Notwithstanding the foregoing, unaudited financial statements are subject to normal recurring year-end adjustments (the effect of which will not, individual or in the aggregate, be material) and the absence of footnotes.

Appears in 1 contract

Samples: Agreement and Plan of Merger and Reorganization (DropCar, Inc.)

Company Financial Statements; No Undisclosed Liabilities. (a) The audited consolidated financial statements (including any related notes thereto) representing the financial condition of Company as of December 31, 2021 2017 and December 31, 2022, which has been delivered by an auditing firm which is a member of the PCAOB, 2016 and the unaudited financial statements (including the notes thereto) representing the financial condition of Company as of December 31June 30, 2023 2018 (collectively, the “Company Financials”) ), including any available quarterly financial statements (including any related notes thereto), (i) were prepared in accordance with United States generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto), (ii) fairly presented the consolidated financial position of Company and its Subsidiaries as at the respective dates thereof and the consolidated results of its operations and cash flows for the periods indicated, except that the unaudited interim financial statements were or are subject to normal and recurring year-end adjustments which were not, or are not expected to be, material in amount, and (iii) are consistent with, and have been prepared from, the books and records of Company. The balance sheet of Company as of December 31June 30, 2023 2018 is hereinafter referred to as the “Company Balance Sheet.” Notwithstanding the foregoing, unaudited financial statements are subject to normal recurring year-end adjustments (the effect of which will not, individual or in the aggregate, be material) and the absence of footnotes.

Appears in 1 contract

Samples: Agreement and Plan of Merger and Reorganization (Alliqua BioMedical, Inc.)

Company Financial Statements; No Undisclosed Liabilities. (a) The audited consolidated financial statements (including any related notes thereto) representing the financial condition of Company as of December 31, 2021 2018 and December 31, 2022, which has been delivered by an auditing firm which is a member of the PCAOB, 2019 and the unaudited financial statements (including the notes thereto) representing the financial condition of Company as of December March 31, 2023 2020 (collectively, the “Company Financials”) ), including any available quarterly financial statements (including any related notes thereto), (i) were prepared in accordance with United States generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto), ) and (ii) fairly presented presented, in all material respects, the consolidated financial position of Company and its Subsidiaries as at the respective dates thereof and the consolidated results of its operations and cash flows for the periods indicated, except that the unaudited interim financial statements were or are subject to normal and recurring year-end adjustments which were not, adjustments. Company has not effected any securitization transactions or are not expected to be, material “off-balance sheet arrangements” (as defined in amount, and (iiiItem 303(c) are consistent with, and have been prepared from, the books and records of CompanySEC Regulation S-K). The balance sheet of Company as of December March 31, 2023 2020 is hereinafter referred to as the “Company Balance Sheet.” Notwithstanding the foregoing, unaudited financial statements are subject to normal recurring year-end adjustments (the effect of which will not, individual or in the aggregate, be material) and the absence of footnotes.

Appears in 1 contract

Samples: Agreement and Plan of Merger and Reorganization (Myos Rens Technology Inc.)

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Company Financial Statements; No Undisclosed Liabilities. (a) The audited consolidated financial statements (including any related notes thereto) representing the financial condition of Company as of December 31, 2021 2015, and December 31, 2022, which has been delivered by an auditing firm which is a member of the PCAOB2016, and the unaudited financial statements (including the notes thereto) representing the financial condition of Company as of December August 31, 2023 2017 (collectively, the “Company Financials”), including any available quarterly financial statements (including any related notes thereto) (i) were prepared in accordance with United States generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods involved (except as may be indicated in the notes theretothereto or, in the case of unaudited interim financial statements, as may be permitted by the SEC on Form 10-Q under the Exchange Act), (ii) fairly presented the consolidated financial position of Company and its Subsidiaries as at the respective dates thereof and the consolidated results of its operations and cash flows for the periods indicated, except that the unaudited interim financial statements were or are subject to normal and recurring year-end adjustments which were not, or are not expected to be, material in amount, and (iii) are consistent with, and have been prepared from, the books and records of Company. Company has not effected any securitization transactions or “off-balance sheet arrangements” (as defined in Item 303(c) of SEC Regulation S-K) since August 31, 2017. The balance sheet of Company as of December August 31, 2023 2017 is hereinafter referred to as the “Company Balance Sheet.” Notwithstanding the foregoing, consolidated unaudited financial statements are subject to normal recurring year-end adjustments (the effect of which will not, individual or in the aggregate, be material) and the absence of footnotes.

Appears in 1 contract

Samples: Agreement and Plan of Merger and Reorganization (Neothetics, Inc.)

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