Common use of Fair Presentation Clause in Contracts

Fair Presentation. The Company Financial Statements present fairly in all material respects the financial position of the Acquired Companies as of the respective dates thereof and the results of operations and cash flows of the Acquired Companies for the periods covered thereby. The Company Financial Statements have been prepared in accordance with GAAP applied on a consistent basis throughout the periods covered, except (i) as may be indicated in the footnotes to the Company Financial Statements and (ii) that the Unaudited Interim Balance Sheets do not contain footnotes and are subject to normal year-end adjustments.

Appears in 1 contract

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

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Fair Presentation. The Company Financial Statements present fairly in all material respects the financial position of the Acquired Companies as of the respective dates thereof and the results of operations and cash flows of the Acquired Companies for the periods covered thereby. The Company Financial Statements have been prepared in accordance with GAAP applied on a consistent basis throughout the periods covered, except (i) as may be indicated in the footnotes to the Company Financial Statements and (ii) that the Unaudited Interim Balance Sheets unaudited financial statements referred to in Section 2.4(a) do not contain footnotes the accounting for stock compensation expense, deferred income taxes, footnotes, and are subject to normal recurring year-end audit adjustments.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Yelp Inc)

Fair Presentation. The Company Financial Statements present fairly in all material respects the financial position of the Acquired Companies Company as of the respective dates thereof and the results of operations and cash flows of the Acquired Companies Company for the periods covered therebythereby (except that the unaudited Company Financial Statements are subject to normal year-end audit adjustments, which are not expected to be material in amount or significance). The Company Financial Statements have been prepared in accordance with GAAP applied on a consistent basis throughout the periods covered, except (i) as may be indicated in the footnotes to the Company Financial Statements and (ii) that the Unaudited Interim Balance Sheets financial statements referred to in Section 2.4(a)(ii) do not contain footnotes and are subject to normal year-end adjustmentsfootnotes.

Appears in 1 contract

Samples: Agreement of Merger (Oclaro, Inc.)

Fair Presentation. The Company Financial Statements present fairly in all material respects the financial position of the Acquired Companies Company as of the respective dates thereof and the results of operations and cash flows of the Acquired Companies Company for the periods covered thereby. The Except as set forth in Part 2.4(b) of the Disclosure Schedule, the Company Financial Statements have been prepared in accordance with GAAP applied on a consistent basis throughout the periods covered, except (i) as may be indicated in the footnotes to the Company Financial Statements and (ii) that the Unaudited Interim Balance Sheets financial statements referred to in Section 2.4(a)(ii) do not contain footnotes and are subject to normal year-end adjustmentsfootnotes.

Appears in 1 contract

Samples: Unit Purchase Agreement (Northrim Bancorp Inc)

Fair Presentation. The Company Financial Statements present fairly in all material respects the financial position of the Acquired Companies Company as of the respective dates thereof and the results of operations and cash flows of the Acquired Companies Company for the periods covered thereby. The Company Financial Statements have been prepared in accordance with GAAP applied on a consistent basis throughout the periods covered; provided, except (i) as may be indicated in however, that the footnotes to the unaudited Company Financial Statements and (ii) that the Unaudited Interim Balance Sheets do not contain footnotes and are subject to normal recurring year-end adjustments.audit adjustments (which are not expected to be material either individually or in the aggregate) and do not contain all footnotes required under GAAP

Appears in 1 contract

Samples: Agreement and Plan of Merger (Newlink Genetics Corp)

Fair Presentation. The Company Financial Statements present fairly fairly, in all material respects respects, the financial position of the Acquired Companies Company as of the respective dates thereof and the results of operations and cash flows of the Acquired Companies Company for the periods covered thereby. The Company Financial Statements have been prepared in accordance with GAAP applied on a consistent basis throughout the periods covered, except (i) as may be indicated in the footnotes to the Company Financial Statements and notes thereto, (ii) as permitted by GAAP and (iii) that the Unaudited Interim Balance Sheets financial statements referred to in Section 2.4(a)(ii) do not contain footnotes and are subject to normal year-end adjustments.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Viggle Inc.)

Fair Presentation. The Company Financial Statements present fairly in all material respects the financial position of the Acquired Companies Company as of the respective dates thereof and the results of operations and cash flows of the Acquired Companies Company for the periods covered thereby. The Company Financial Statements have been prepared in accordance with GAAP applied on a consistent basis throughout the periods covered, except (i) as may be indicated in the footnotes to the Company Financial Statements and (ii) that the Unaudited Interim Balance Sheets financial statements referred to in Section 2.4(a)(ii) do not contain footnotes and are subject to normal recurring year-end adjustments, such adjustments not being material in amount.

Appears in 1 contract

Samples: Agreement of Merger (Oclaro, Inc.)

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Fair Presentation. The Company Financial Statements present fairly fairly, in all material respects respects, the financial position position, results of operations, cash flows and stockholders’ equity of the Acquired Companies as of the respective dates thereof and the results of operations and cash flows of the Acquired Companies Company for the periods covered thereby. The Company Financial Statements have been prepared from the books and records of the Company and have been prepared in accordance with GAAP applied on a consistent basis throughout the periods covered, except for the absence of notes (i) as may be indicated in the footnotes to the Company Financial Statements and (ii) that the Unaudited Interim Balance Sheets do not contain footnotes and are subject to normal year-end adjustments).

Appears in 1 contract

Samples: Agreement and Plan of Merger (Appfolio Inc)

Fair Presentation. The Company Financial Statements present fairly fairly, in all material respects respects, the financial position of the Acquired Companies Company as of the respective dates thereof and the results of operations and cash flows of the Acquired Companies Company for the periods covered thereby. The Company Financial Statements have been prepared in accordance with GAAP applied on a consistent basis throughout the periods covered, except (i) as may be indicated in the footnotes to the Company Financial Statements notes thereto, and (ii) that the Unaudited Interim Balance Sheets financial statements referred to in Section 2.4(a)(ii) do not contain footnotes and are subject to normal and recurring year-end adjustments.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Viggle Inc.)

Fair Presentation. The Company Financial Statements present fairly in all material respects the financial position of the Acquired Companies Company as of the respective dates thereof and the results of operations and cash flows of the Acquired Companies Company for the periods covered thereby. The Company Financial Statements have been prepared prepared, subject in the case of the financial statements referred to in Section 2.4(a)(ii) to normal recurring year-end adjustments, all in accordance with GAAP applied on a consistent basis throughout the periods covered, except (i) as may be indicated in the footnotes to the Company Financial Statements and (ii) that the Unaudited Interim Balance Sheets financial statements referred to in Section 2.4(a)(ii) do not contain footnotes and are subject to normal year-end adjustmentsfootnotes.

Appears in 1 contract

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

Fair Presentation. The Company Financial Statements present fairly fairly, in all material respects respects, the consolidated financial position of the Acquired Companies Company as of the respective dates thereof and the results of operations and cash flows of the Acquired Companies Company for the periods covered thereby. The Company Financial Statements have been prepared in accordance with GAAP applied on a consistent basis throughout the periods covered, except (i) as may be indicated covered thereby and have been derived from and are in agreement with the footnotes to books and accounting records of the Company and represent only actual, bona fide transactions; provided, however that the Interim Financial Statements and (ii) that the Unaudited Interim Balance Sheets do not contain include footnotes and are subject to or other presentation items or normal year-end adjustmentsadjustments (which will not be material).

Appears in 1 contract

Samples: Agreement and Plan of Merger (Compass Group Diversified Holdings LLC)

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