Common use of Financial Representations Clause in Contracts

Financial Representations. Included with the Disclosure Records are true, correct, and complete copies of the Purchaser Financial Statements. (a) The Purchaser Financial Statements: (i) are in accordance with the books and records of the Purchaser; (ii) present fairly the financial condition of the Purchaser as of the respective dates indicated and the results of operations for such periods; and (iii) have been prepared in accordance with IFRS and reflect the consistent application of IFRS throughout the periods involved. (b) All material financial transactions of the Purchaser have been accurately recorded in the books and records of the Purchaser and such books and records fairly present the financial position and the affairs of the Purchaser. (c) Other than the costs and expenses incurred in connection with the negotiation and consummation of the transactions contemplated herein, the Purchaser has no material Liabilities or obligations, net of cash, which: (i) are not set forth in the Purchaser Financial Statements or have not heretofore been paid or discharged; (ii) did not arise in the regular and ordinary course of business under any Contract or plan specifically disclosed in writing to the Target; or (iii) have not been incurred in amounts and pursuant to practices consistent with past business practice, in or as a result of the regular and ordinary course of its business since the Purchaser Accounting Date, and otherwise disclosed in writing to the Target. (d) Except to the extent reflected or reserved against in the Purchaser Financial Statements or incurred subsequent to the Purchaser Accounting Date in the ordinary and usual course of the Purchaser Business, the Purchaser has no outstanding indebtedness or any Liabilities or obligations, and any Liabilities or obligations incurred by the Purchaser in the ordinary and usual course of business since the Accounting Date have not had a Material Adverse Effect on the Purchaser or the Purchaser Business. (e) Since the Purchaser Accounting Date, there have not been: (i) any changes in the condition or operations of the Purchaser Business, or the assets or financial affairs of the Purchaser which have caused, individually or in the aggregate, a Material Adverse Effect on the Purchaser or the Purchaser Business; or (ii) any damage, destruction or loss, labor trouble or other event, development or condition, of any character (whether or not covered by insurance), which is not generally known or which has not been disclosed to the Target, which has or may cause a Material Adverse Effect on the Purchaser or the Purchaser Business. (f) Since the Purchaser Accounting Date, and other than as contemplated by this Agreement, the Purchaser has not: (i) transferred, assigned, sold or otherwise disposed of any of the assets shown or reflected in the Purchaser Financial Statements or cancelled any debts or claims; (ii) incurred or assumed any Liability; (iii) issued or sold any shares in its capital or any warrants, bonds, debentures or other corporate securities, or issued, granted or delivered any right, option or other commitment for the issue of any such or other securities; (iv) discharged or satisfied any Liens, or paid any Liabilities, other than current Liabilities or the current portion of long term Liabilities disclosed in the Purchaser Financial Statements, or current Liabilities incurred since the date thereof in the ordinary and usual course of business; (v) declared, made, or committed itself to make any payment of any dividend or other distribution in respect of any of its shares, nor has it purchased, redeemed, subdivided, consolidated, or reclassified any of its shares; (vi) made any gift of money or of any assets to any Person; (vii) purchased or sold any assets; (viii) amended or changed, or taken any action to amend or change, its Organizational Documents; (ix) made payments of any kind to or on behalf of either shareholder or any Related Party of a shareholder, nor under any management agreement, save and except business related expenses in the ordinary and usual course of business and at the regular rates payable; (x) created, incurred, assumed or guaranteed any indebtedness for money borrowed, or subjected any of the material assets or properties of the Purchaser to any Lien of any nature whatsoever; (xi) made or suffered any amendment or termination of any Material Contract, or cancelled, modified or waived any substantial debts or claims held by it or waived any rights of substantial value, other than in the ordinary course of business; or (xii) authorized or agreed, or otherwise have become committed, to do any of the foregoing. (g) The Purchaser has no guarantees, indemnities or contingent or indirect obligations with respect to the Liabilities or obligations of any other Person, including any obligation to service the debt of, or otherwise acquire an obligation of, another Person, or to supply funds to, or otherwise maintain any working capital or other balance sheet condition of, any other Person. (h) The Purchaser is not a party to, bound by or subject to any Contract or Legal Requirement that would be violated or breached by, or under which default would occur, or which could be terminated, cancelled or accelerated, in whole or in part, as a result of the execution and delivery of this Agreement or the consummation of any of the transactions provided for in this Agreement.

Financial Representations. a) Included with the Disclosure Records Purchaser Documents are true, correct, and complete copies of the Purchaser Financial Statements. (ab) The Purchaser Financial Statements: (i) are in accordance with the books and records of the Purchaser; (ii) present fairly the financial condition of the Purchaser as of the respective dates indicated and the its results of operations for such periods; and (iii) have been prepared in accordance with IFRS and reflect the consistent application of IFRS throughout the periods involvedUS GAAP. (b) All material financial transactions of the Purchaser have been accurately recorded in the books and records of the Purchaser and such books and records fairly present the financial position and the affairs of the Purchaser. (c) Other than the costs and expenses incurred in connection with the negotiation and consummation of the transactions contemplated hereinTransaction, the Purchaser has no does not have any material Liabilities or obligations, net of cash, either direct or indirect, matured or unmatured, absolute, contingent or otherwise, that exceed $50,000, which: (i) are not set forth in the Purchaser Financial Statements or have not heretofore been paid or discharged; (ii) did not arise in the regular and ordinary course of business under any Contract or plan specifically disclosed in writing to the Targetbusiness; or (iii) have not been incurred in amounts and pursuant to practices consistent with past business practice, in or as a result of the regular and ordinary course of its business Business since the Purchaser Accounting Date, and otherwise disclosed in writing to the Target. (d) Except to the extent reflected or reserved against in the Purchaser Financial Statements or incurred subsequent to the Purchaser Accounting Date in the ordinary and usual course of the Purchaser Businessbusiness of the Purchaser, the Purchaser has no does not have any outstanding indebtedness Indebtedness or any Liabilities or obligationsobligations (whether accrued, absolute, contingent or otherwise), and any Liabilities or obligations incurred by the Purchaser in the ordinary and usual course of business since the Purchaser Accounting Date have not had a Material Adverse Effect on the Purchaser or the Purchaser BusinessPurchaser. (e) Since the Purchaser Accounting Date, there have not been: (i) any changes in the condition or operations of the Purchaser BusinessBusiness of the Purchaser, the Purchaser’s assets or the assets or financial affairs of the Purchaser which have caused, individually or in the aggregate, a Material Adverse Effect on the Purchaser or the Purchaser BusinessPurchaser; or (ii) any damage, destruction or loss, labor labour trouble or other event, development or condition, of any character (whether or not covered by insurance), ) which is not generally known or which has not been disclosed to the TargetPurchaser, which has or may cause a Material Adverse Effect on the Purchaser. The Purchaser has not received any advice or the Purchaser Business. (f) Since the Purchaser Accounting Date, and other than as contemplated by this Agreement, notification from its independent chartered accountants that the Purchaser has not: (i) transferred, assigned, sold used any improper accounting practice that would have the effect of not reflecting or otherwise disposed of any of the assets shown or reflected incorrectly reflecting in the Purchaser Financial Statements or cancelled the books and records of the Purchaser, any debts or claims; (ii) incurred or assumed any Liability; (iii) issued or sold any shares in its capital or any warrantsproperties, bondsassets, debentures or other corporate securitiesLiabilities, revenues, or issuedexpenses. The books, granted or delivered any right, option or other commitment for the issue of any such or other securities; (iv) discharged or satisfied any Liens, or paid any Liabilities, other than current Liabilities or the current portion of long term Liabilities disclosed in the Purchaser Financial Statements, or current Liabilities incurred since the date thereof in the ordinary records and usual course of business; (v) declared, made, or committed itself to make any payment of any dividend or other distribution in respect of any of its shares, nor has it purchased, redeemed, subdivided, consolidated, or reclassified any of its shares; (vi) made any gift of money or of any assets to any Person; (vii) purchased or sold any assets; (viii) amended or changed, or taken any action to amend or change, its Organizational Documents; (ix) made payments of any kind to or on behalf of either shareholder or any Related Party of a shareholder, nor under any management agreement, save and except business related expenses in the ordinary and usual course of business and at the regular rates payable; (x) created, incurred, assumed or guaranteed any indebtedness for money borrowed, or subjected any of the material assets or properties accounts of the Purchaser to any Lien of any nature whatsoever; (xi) made or suffered any amendment or termination of any Material Contractaccurately and fairly reflect, or cancelledin reasonable detail, modified or waived any substantial debts or claims held by it or waived any rights of substantial value, other than in the ordinary course of business; or (xii) authorized or agreed, or otherwise have become committed, to do any assets and Liabilities of the foregoing. (g) Purchaser. The Purchaser has no guaranteesnot engaged in any transaction, indemnities or contingent or indirect obligations with respect to the Liabilities or obligations of maintained any other Person, including any obligation to service the debt ofbank account, or otherwise acquire an obligation of, another Person, or to supply used any funds to, or otherwise maintain any working capital or other balance sheet condition of, any other Person. (h) The Purchaser is not a party to, bound by or subject to any Contract or Legal Requirement that would be violated or breached by, or under which default would occur, or which could be terminated, cancelled or accelerated, in whole or in part, as a result of the execution Purchaser, except for transactions, bank accounts and delivery of this Agreement or funds which have been and are reflected in the consummation of any normally maintained books and records of the transactions provided for in this AgreementPurchaser.

Financial Representations. (a) Included with the Disclosure Records Parent SEC Documents are true, correct, and complete copies of the Purchaser Parent Financial Statements. (ab) The Purchaser Parent Financial Statements: (i) are in accordance with the books and records of the PurchaserParent; (ii) present fairly the financial condition of the Purchaser Parent as of the respective dates indicated and the results of operations for such periods; and (iii) have been prepared in accordance with IFRS GAAP and reflect the consistent application of IFRS GAAP throughout the periods involved. (bc) All material financial transactions of the Purchaser Parent have been accurately recorded in the books and records of the Purchaser Parent and such books and records fairly present the financial position and the affairs of the PurchaserParent. (cd) Other To the Knowledge of the Parent other than the costs and expenses incurred in connection with the negotiation and consummation of the transactions contemplated herein, neither the Purchaser has no Parent nor its Subsidiaries have material Liabilities or obligationsliabilities, net of cash, which: (i) are not set forth in the Purchaser Parent Financial Statements or have not heretofore been paid or discharged; (ii) did not arise in the regular and ordinary course of business under any Contract or plan that has been specifically disclosed in writing to the TargetCompany; or (iii) have not been incurred in amounts and pursuant to practices consistent with past business practice, in or as a result of the regular and ordinary course of its business since the Purchaser Parent Accounting Date, and otherwise disclosed in writing to the TargetParent. (de) Except To the Knowledge of the Parent except to the extent reflected or reserved against in the Purchaser Parent Financial Statements or incurred subsequent to the Purchaser Parent Accounting Date in the ordinary and usual course of the Purchaser Parent Business, the Purchaser Parent has no outstanding indebtedness or any Liabilities or obligationsliabilities, and any Liabilities or obligations liabilities incurred by the Purchaser Parent in the ordinary and usual course of business since the Parent Accounting Date have not had a Parent Material Adverse Effect on the Purchaser or the Purchaser BusinessEffect. (ef) Since the Purchaser Parent Accounting Date, there have not been: (i) any changes in the condition or operations of the Purchaser Parent Business, or the assets or financial affairs of the Purchaser Parent or its Subsidiaries which have caused, individually or in the aggregate, a Parent Material Adverse Effect on the Purchaser or the Purchaser BusinessEffect; or (ii) any damage, destruction or loss, labor trouble or other event, development or condition, of any character (whether or not covered by insurance), which is not generally known or which has not been disclosed to the Target, which has caused or may cause a Parent Material Adverse Effect on the Purchaser or the Purchaser BusinessEffect. (fg) Since the Purchaser Parent Accounting Date, and other than as contemplated by this Agreement, neither the Purchaser has notParent nor any of its subsidiaries has: (i) transferred, assigned, sold or otherwise disposed of any of the assets shown or reflected in the Purchaser Parent Financial Statements or cancelled any debts or claims; (ii) incurred or assumed any Liabilitymaterial liability (other than costs incurred in connection with the Merger); (iii) issued or sold any shares in its capital or any warrants, bonds, debentures or other corporate securities, or issued, granted or delivered any right, option or other commitment for the issue of any such or other securities; (iv) discharged or satisfied any Liens, or paid any Liabilitiesliabilities, other than current Liabilities liabilities or the current portion of long term Liabilities liabilities disclosed in the Purchaser Parent Financial Statements, or current Liabilities liabilities incurred since the date thereof in the ordinary and usual course of business; (viv) declared, made, or committed itself to make any payment of any dividend or other distribution in respect of any of its sharesthe Parent Securities, nor has it purchased, redeemed, subdivided, consolidated, or reclassified any of its sharesthe Parent Securities; (viv) made any gift of money or of any assets to any Person; (viivi) purchased or sold any assets; (vii) made commitments or agreements for capital expenditures or capital additions or betterments exceeding $250,000; (viii) amended or changed, or taken any action to amend or change, its Organizational Documentsorganizational documents; (ix) made payments of any kind to or on behalf of either shareholder or any Related Party of a shareholder, nor under any management agreement, save and except business related expenses in the ordinary and usual course of business and at the regular rates payable; (x) created, incurred, assumed or guaranteed any indebtedness for money borrowed, or subjected any of the material assets or properties of the Purchaser Parent or any of its subsidiaries to any Lien lien of any nature whatsoever; (xi) increased the salaries or other compensation of, or made any advance (excluding advances for ordinary and necessary business expenses) or loan to, any of its Employees, or made any increase in, or any addition to, other benefits to which any of its Employees may be entitled; (xii) made or suffered any amendment or termination of any Material Contract, or cancelled, modified or waived any substantial debts or claims held by it or waived any rights of substantial value, other than in the ordinary course of business; (xiii) adopted or increased the payments to or benefits under any employee plan; or (xiixiv) authorized or agreed, or otherwise have become committed, to do any of the foregoing. (gh) The Purchaser Neither the Parent nor any of its Subsidiaries has no any guarantees, indemnities or contingent or indirect obligations with respect to the Liabilities or obligations liabilities of any other Person, including any obligation to service the debt of, or otherwise acquire an obligation of, another Person, or to supply funds to, or otherwise maintain any working capital or other balance sheet condition of, any other Person. (hi) The Purchaser Neither the Parent nor any of its Subsidiaries is not a party to, bound by or subject to any Contract or Legal Requirement Applicable Laws that would be violated or breached by, or under which default would occur, or which could be terminated, cancelled or accelerated, in whole or in part, as a result of the execution and delivery of this Agreement or the consummation of any of the transactions provided for in this Agreement.

Financial Representations. Included with the Disclosure Records Record are true, correct, and complete copies of the Purchaser Financial Statements. (a) The Purchaser Financial Statements: (i) are in accordance with the books and records of the Purchaser; (ii) present fairly the financial condition of the Purchaser as of the respective dates indicated and the results of operations for such periods; and (iii) have been prepared in accordance with IFRS and reflect the consistent application of IFRS throughout the periods involved. (b) All material financial transactions of the Purchaser have been accurately recorded in the books and records of the Purchaser and such books and records fairly present the financial position and the affairs of the Purchaser. (c) Other than the costs and expenses incurred in connection with the negotiation and consummation of the transactions contemplated herein, the Purchaser has no material Liabilities or obligationsLiabilities, net of cash, which: (i) are not set forth in the Purchaser Financial Statements or have not heretofore been paid or discharged; (ii) did not arise in the regular and ordinary course of business under any Contract or plan specifically disclosed in writing to the TargetPrismic; or (iii) have not been incurred in amounts and pursuant to practices consistent with past business practice, in or as a result of the regular and ordinary course of its business since the Purchaser Accounting Date, and otherwise disclosed in writing to the TargetPrismic. (d) Except to the extent reflected or reserved against in the Purchaser Financial Statements or incurred subsequent to the Purchaser Accounting Date in the ordinary and usual course of the Purchaser Business, the Purchaser has no outstanding indebtedness or any Liabilities or obligationsLiabilities, and any Liabilities or obligations incurred by the Purchaser in the ordinary and usual course of business since the Purchaser Accounting Date have not had a Material Adverse Effect on the Purchaser or the Purchaser Business. (e) Since the Purchaser Accounting Date, there have not been: (i) any changes in the condition or operations of the Purchaser Business, or the assets or financial affairs of the Purchaser which have caused, individually or in the aggregate, a Material Adverse Effect on the Purchaser or the Purchaser Business; or (ii) any damage, destruction or loss, labor trouble or other event, development or condition, of any character (whether or not covered by insurance), which is not generally known or which has not been disclosed to the TargetPrismic, which has or may cause a Material Adverse Effect on the Purchaser or the Purchaser Business. (f) Since the Purchaser Accounting Date, and other than as contemplated by this AgreementAgreement or as set out in the Disclosure Record, the Purchaser has not: (i) transferred, assigned, sold or otherwise disposed of any of the material assets shown or reflected in the Purchaser Financial Statements or cancelled any material debts or claims; (ii) incurred or assumed any Liabilitymaterial Liability (other than costs incurred in connection with the Transaction); (iii) issued or sold any shares in its capital or any warrants, bonds, debentures or other corporate securities, or issued, granted or delivered any right, option or other commitment for the issue of any such or other securitiesPurchaser Securities; (iv) discharged or satisfied any Liens, or paid any Liabilities, other than current Liabilities or the current portion of long term Liabilities disclosed in the Purchaser Financial Statements, or current Liabilities incurred since the date thereof in the ordinary and usual course of business; (v) declared, made, or committed itself to make any payment of any dividend or other distribution in respect of any of its sharesthe Purchaser Securities, nor has it purchased, redeemed, subdivided, consolidated, or reclassified any of its sharesthe Purchaser Securities; (vi) made any gift of money or of any assets to any Person; (vii) purchased or sold any material assets; (viii) amended or changed, or taken any action to amend or change, its Organizational Documents; (ix) made payments of any kind to or on behalf of either any shareholder or any Related Party related party of a shareholder, nor under any management agreement, save and except business related expenses in the ordinary and usual course of business and at the regular rates payable; (x) created, incurred, assumed or guaranteed any indebtedness for money borrowed, or subjected any of the material assets or properties of the Purchaser to any Lien of any nature whatsoever; (xi) made amended or suffered any amendment or termination of terminated any Material Contract, or cancelled, modified or waived any substantial material debts or claims held by it or waived any rights of substantial value, other than in the ordinary course of business; or (xii) authorized or agreed, or otherwise have become committed, to do any of the foregoing. (g) The Purchaser has no guarantees, indemnities or contingent or indirect obligations with respect to the Liabilities or obligations of any other Person, including any obligation to service the debt of, or otherwise acquire an obligation of, another Person, or to supply funds to, or otherwise maintain any working capital or other balance sheet condition of, any other Person, other than as set out in the Disclosure Record. (h) The Purchaser is not a party to, bound by or subject to any Contract or Legal Requirement Applicable Laws that would be violated or breached by, or under which default would occur, or which could be terminated, cancelled or accelerated, in whole or in part, as a result of the execution and delivery of this Agreement or the consummation of any of the transactions provided for in this Agreement.

Financial Representations. Included with the Disclosure Records Record are true, correct, and complete copies of the Purchaser Financial Statements. (a) The Purchaser Financial Statements: (i) are in accordance with the books and records of the Purchaser; (ii) present fairly the financial condition of the Purchaser as of the respective dates indicated and the results of operations for such periods; and (iii) have been prepared in accordance with IFRS and reflect the consistent application of IFRS throughout the periods involved. (b) All material financial transactions of the Purchaser have been accurately recorded in the books and records of the Purchaser and such books and records fairly present the financial position and the affairs of the Purchaser. (c) Other than the costs and expenses incurred in connection with the negotiation and consummation of the transactions contemplated herein, the Purchaser has no material Liabilities or obligationsLiabilities, net of cash, which: (i) are not set forth in the Purchaser Financial Statements or have not heretofore been paid or discharged; (ii) did not arise in the regular and ordinary course of business under any Contract or plan specifically disclosed in writing to the Target; or (iii) have not been incurred in amounts and pursuant to practices consistent with past business practice, in or as a result of the regular and ordinary course of its business since the Purchaser Accounting Date, and otherwise disclosed in writing to the Target. (d) Except to the extent reflected or reserved against in the Purchaser Financial Statements or incurred subsequent to the Purchaser Accounting Date in the ordinary and usual course of the Purchaser Business, the Purchaser has no outstanding indebtedness or any Liabilities or obligationsLiabilities, and any Liabilities or obligations incurred by the Purchaser in the ordinary and usual course of business since the Accounting Date have not had a Material Adverse Effect on the Purchaser or the Purchaser Business. (e) Since the Purchaser Accounting Date, there have not been: (i) any changes in the condition or operations of the Purchaser Business, or the assets or financial affairs of the Purchaser which have caused, individually or in the aggregate, a Material Adverse Effect on the Purchaser or the Purchaser Business; or (ii) any damage, destruction or loss, labor trouble or other event, development or condition, of any character (whether or not covered by insurance), which is not generally known or which has not been disclosed to the Target, which has or may cause a Material Adverse Effect on the Purchaser or the Purchaser Business. (f) Since the Purchaser Accounting Date, and other than as contemplated by this Agreement, the Purchaser has not: (i) transferred, assigned, sold or otherwise disposed of any of the assets shown or reflected in the Purchaser Financial Statements or cancelled any debts or claims; (ii) incurred or assumed any LiabilityLiability (other than costs incurred in connection with the Transaction); (iii) issued or sold any shares Purchaser Securities (other than as set out in its capital or any warrants, bonds, debentures or other corporate securities, or issued, granted or delivered any right, option or other commitment for the issue of any such or other securitiesDisclosure Record); (iv) discharged or satisfied any Liens, or paid any Liabilities, other than current Liabilities or the current portion of long term Liabilities disclosed in the Purchaser Financial Statements, or current Liabilities incurred since the date thereof in the ordinary and usual course of business; (v) declared, made, or committed itself to make any payment of any dividend or other distribution in respect of any of its sharesthe Purchaser Securities, nor has it purchased, redeemed, subdivided, consolidated, or reclassified any of its sharesthe Purchaser Securities; (vi) made any gift of money or of any assets to any Person; (vii) purchased or sold any assets; (viii) amended or changed, or taken any action to amend or change, its Organizational Documents; (ix) made payments of any kind to or on behalf of either shareholder or any Related Party of a shareholder, nor under any management agreement, save and except business related expenses in the ordinary and usual course of business and at the regular rates payable; (x) created, incurred, assumed or guaranteed any indebtedness for money borrowed, or subjected any of the material assets or properties of the Purchaser to any Lien of any nature whatsoever; (xi) made or suffered any amendment or termination of any Material Contract, or cancelled, modified or waived any substantial debts or claims held by it or waived any rights of substantial value, other than in the ordinary course of business; (xii) increased the salaries or other compensation of, or made any advance (excluding advances for ordinary and necessary business expenses) or loan to, any of its Employees, or made any increase in, or any addition to, other benefits to which any of its Employees may be entitled; (xiii) adopted, or increased the payments to or benefits under, any Employee Plan; or (xiixiv) authorized or agreed, or otherwise have become committed, to do any of the foregoing. (g) The Purchaser has no guarantees, indemnities or contingent or indirect obligations with respect to the Liabilities or obligations of any other Person, including any obligation to service the debt of, or otherwise acquire an obligation of, another Person, or to supply funds to, or otherwise maintain any working capital or other balance sheet condition of, any other Person. (h) The Purchaser is not a party to, bound by or subject to any Contract or Legal Requirement Applicable Laws that would be violated or breached by, or under which default would occur, or which could be terminated, cancelled or accelerated, in whole or in part, as a result of the execution and delivery of this Agreement or the consummation of any of the transactions provided for in this Agreement. (i) The Purchaser has no indebtedness, Liabilities or obligations, secured or unsecured (whether accrued, absolute, contingent or otherwise) which are not disclosed in the Purchaser Financial Statements available in the Disclosure Record, except for those incurred in connection with the transactions contemplated by this Agreement and the Transaction or otherwise incurred in the ordinary course of business since the date of the latest Purchaser Financial Statements filed in the Disclosure Record. (j) The Purchaser has never had any reportable disagreement (within the meaning of Applicable Securities Laws) with the present or any former auditor of the Purchaser. (k) The Purchaser’s auditors who audited Purchaser Financial Statements (as applicable) are independent public accountants.

Financial Representations. Included with the Disclosure Records Record are true, correct, and complete copies of the Purchaser Financial Statements. (a) The Purchaser Financial Statements: (i) are in accordance with the books and records of the Purchaser; (ii) present fairly the financial condition of the Purchaser as of the respective dates indicated and the results of operations for such periods; and (iii) have been prepared in accordance with IFRS and reflect the consistent application of IFRS throughout the periods involved. (b) All material financial transactions of the Purchaser have been accurately recorded in the books and records of the Purchaser and such books and records fairly present the financial position and the affairs of the Purchaser. (c) Other than the costs and expenses incurred in connection with the negotiation and consummation of the transactions contemplated herein, the Purchaser has no material Liabilities or obligationsLiabilities, net of cash, which: (i) are not set forth in the Purchaser Financial Statements or have not heretofore been paid or discharged; (ii) did not arise in the regular and ordinary course of business under any Contract or plan specifically disclosed in writing to the Target; or (iii) have not been incurred in amounts and pursuant to practices consistent with past business practice, in or as a result of the regular and ordinary course of its business since the Purchaser Accounting Date, and otherwise disclosed in writing to the Target. (d) Except to the extent reflected or reserved against in the Purchaser Financial Statements or incurred subsequent to the Purchaser Accounting Date in the ordinary and usual course of the Purchaser Business, the Purchaser has no outstanding indebtedness or any Liabilities or obligationsLiabilities, and any Liabilities or obligations incurred by the Purchaser in the ordinary and usual course of business since the Accounting Date have not had a Material Adverse Effect on the Purchaser or the Purchaser Business. (e) Since the Purchaser Accounting Date, there have not been: (i) any changes in the condition or operations of the Purchaser Business, or the assets or financial affairs of the Purchaser which have caused, individually or in the aggregate, a Material Adverse Effect on the Purchaser or the Purchaser Business; or (ii) any damage, destruction or loss, labor trouble or other event, development or condition, of any character (whether or not covered by insurance), which is not generally known or which has not been disclosed to the Target, which has or may cause a Material Adverse Effect on the Purchaser or the Purchaser Business. (f) Since the Purchaser Accounting Date, and other than as contemplated by this Agreement, the Purchaser has not: (i) transferred, assigned, sold or otherwise disposed of any of the assets shown or reflected in the Purchaser Financial Statements or cancelled any debts or claims; (ii) incurred or assumed any LiabilityLiability (other than costs incurred in connection with the Transaction); (iii) issued or sold any shares Purchaser Securities (other than as set out in its capital or any warrants, bonds, debentures or other corporate securities, or issued, granted or delivered any right, option or other commitment for the issue of any such or other securitiesDisclosure Record); (iv) discharged or satisfied any Liens, or paid any Liabilities, other than current Liabilities or the current portion of long term Liabilities disclosed in the Purchaser Financial Statements, or current Liabilities incurred since the date thereof in the ordinary and usual course of business; (v) declared, made, or committed itself to make any payment of any dividend or other distribution in respect of any of its sharesthe Purchaser Securities, nor has it purchased, redeemed, subdivided, consolidated, or reclassified any of its shares;the Purchaser Securities (vi) made any gift of money or of any assets to any Person; (vii) purchased or sold any assets; (viii) amended or changed, or taken any action to amend or change, its Organizational Documents; (ix) made payments of any kind to or on behalf of either shareholder or any Related Party of a shareholder, nor under any management agreement, save and except business related expenses in the ordinary and usual course of business and at the regular rates payable; (x) created, incurred, assumed or guaranteed any indebtedness for money borrowed, or subjected any of the material assets or properties of the Purchaser to any Lien of any nature whatsoever; (xi) made or suffered any amendment or termination of any Material Contract, or cancelled, modified or waived any substantial debts or claims held by it or waived any rights of substantial value, other than in the ordinary course of business; or (xii) authorized or agreed, or otherwise have become committed, to do any of the foregoing. (g) The Purchaser has no guarantees, indemnities or contingent or indirect obligations with respect to the Liabilities or obligations of any other Person, including any obligation to service the debt of, or otherwise acquire an obligation of, another Person, or to supply funds to, or otherwise maintain any working capital or other balance sheet condition of, any other Person. (h) The Purchaser is not a party to, bound by or subject to any Contract or Legal Requirement Applicable Laws that would be violated or breached by, or under which default would occur, or which could be terminated, cancelled or accelerated, in whole or in part, as a result of the execution and delivery of this Agreement or the consummation of any of the transactions provided for in this Agreement.

Financial Representations. Included with the Disclosure Records are true, correct, (a) Complete and complete unaltered copies of the Purchaser Financial Statements. (a) Management Accounts have been delivered by the Company to the Purchaser. The Purchaser Financial Statements: Management Accounts (i) are were prepared in accordance with the books of account and other financial records of the Purchaser; Company and the Related Entity, (ii) present fairly the consolidated financial condition of the Purchaser as of the respective dates indicated and the results of operations of the Company and the Related Entity as at the dates thereof or for such periods; and the respective periods covered thereby, (iii) have been prepared in accordance with IFRS US GAAP or GAAP applied on a basis consistent with the past practices of the Company and reflect the consistent application Related Entity (except as may be indicated in the notes thereto and except that the Management Accounts do not contain footnotes and are subject to normal and recurring period-end adjustments, which adjustments would not have a Material Adverse Effect) and (iv) include all adjustments that are necessary for a fair presentation of IFRS throughout the consolidated financial condition of the Company and the Related Entity and the results of the operations of the Company and the Related Entity as of the dates thereof or for the periods involvedcovered thereby. There are no Liabilities of the Company, or the the Related Entity, other than Liabilities that are reflected or reserved against on the unaudited consolidated balance sheets of the Company and the Related Entity for the period ended as of June 30, 2005 and would not have a Material Adverse Effect. (b) All material financial transactions The 2004 Financial Statements and the Financial Statements as of June 30, 2005: (i) reflect all items of income and expense and all assets and Liabilities required to be reflected therein in accordance with US GAAP or GAAP applied on a basis consistent with the past practices of the Purchaser Company and the Related Entity, respectively, (ii) are in all material respects complete and correct, and do not contain or reflect any material inaccuracies or discrepancies and (iii) have been accurately recorded maintained in the books accordance with good business and records of the Purchaser and such books and records fairly present the financial position and the affairs of the Purchaseraccounting practices. (c) Other than the costs and expenses incurred in connection with the negotiation and consummation Section 3.11(c) of the transactions contemplated herein, the Purchaser has no material Liabilities or obligations, net of cash, which: (i) are not set Disclosure Schedule sets forth in the Purchaser Financial Statements or have not heretofore been paid or discharged; (ii) did not arise in the regular each and ordinary course of business under any Contract or plan specifically disclosed in writing to the Target; or (iii) have not been incurred in amounts and pursuant to practices consistent with past business practice, in or as a result every account maintained by each of the regular Company and ordinary course the Related Entity at a bank or other financial institution, including the name of its business since such bank or financial institution, account number and the Purchaser Accounting Date, and otherwise disclosed in writing to the Target. (d) Except to the extent reflected or reserved against in the Purchaser Financial Statements or incurred subsequent to the Purchaser Accounting Date in the ordinary and usual course amount of balance on such account as of the Purchaser Business, the Purchaser has no outstanding indebtedness or any Liabilities or obligations, and any Liabilities or obligations incurred by the Purchaser in the ordinary and usual course of business since the Accounting Date have not had a Material Adverse Effect on the Purchaser or the Purchaser BusinessEffective Date. (e) Since the Purchaser Accounting Date, there have not been: (i) any changes in the condition or operations of the Purchaser Business, or the assets or financial affairs of the Purchaser which have caused, individually or in the aggregate, a Material Adverse Effect on the Purchaser or the Purchaser Business; or (ii) any damage, destruction or loss, labor trouble or other event, development or condition, of any character (whether or not covered by insurance), which is not generally known or which has not been disclosed to the Target, which has or may cause a Material Adverse Effect on the Purchaser or the Purchaser Business. (f) Since the Purchaser Accounting Date, and other than as contemplated by this Agreement, the Purchaser has not: (i) transferred, assigned, sold or otherwise disposed of any of the assets shown or reflected in the Purchaser Financial Statements or cancelled any debts or claims; (ii) incurred or assumed any Liability; (iii) issued or sold any shares in its capital or any warrants, bonds, debentures or other corporate securities, or issued, granted or delivered any right, option or other commitment for the issue of any such or other securities; (iv) discharged or satisfied any Liens, or paid any Liabilities, other than current Liabilities or the current portion of long term Liabilities disclosed in the Purchaser Financial Statements, or current Liabilities incurred since the date thereof in the ordinary and usual course of business; (v) declared, made, or committed itself to make any payment of any dividend or other distribution in respect of any of its shares, nor has it purchased, redeemed, subdivided, consolidated, or reclassified any of its shares; (vi) made any gift of money or of any assets to any Person; (vii) purchased or sold any assets; (viii) amended or changed, or taken any action to amend or change, its Organizational Documents; (ix) made payments of any kind to or on behalf of either shareholder or any Related Party of a shareholder, nor under any management agreement, save and except business related expenses in the ordinary and usual course of business and at the regular rates payable; (x) created, incurred, assumed or guaranteed any indebtedness for money borrowed, or subjected any of the material assets or properties of the Purchaser to any Lien of any nature whatsoever; (xi) made or suffered any amendment or termination of any Material Contract, or cancelled, modified or waived any substantial debts or claims held by it or waived any rights of substantial value, other than in the ordinary course of business; or (xii) authorized or agreed, or otherwise have become committed, to do any of the foregoing. (g) The Purchaser has no guarantees, indemnities or contingent or indirect obligations with respect to the Liabilities or obligations of any other Person, including any obligation to service the debt of, or otherwise acquire an obligation of, another Person, or to supply funds to, or otherwise maintain any working capital or other balance sheet condition of, any other Person. (h) The Purchaser is not a party to, bound by or subject to any Contract or Legal Requirement that would be violated or breached by, or under which default would occur, or which could be terminated, cancelled or accelerated, in whole or in part, as a result of the execution and delivery of this Agreement or the consummation of any of the transactions provided for in this Agreement.

Financial Representations. Included with the Disclosure Records Purchaser SEC Documents are true, correct, and complete copies of the Purchaser Financial Statements. (a) The Purchaser Financial Statements: (i) are in accordance with the books and records of the Purchaser; (ii) present fairly the financial condition of the Purchaser as of the respective dates indicated and the results of operations for such periods; and (iii) have been prepared in accordance with IFRS GAAP and reflect the consistent application of IFRS GAAP throughout the periods involved. (b) All material financial transactions of the Purchaser have been accurately recorded in the books and records of the Purchaser and such books and records fairly present the financial position and the affairs of the Purchaser. (c) Other than the costs and expenses incurred in connection with the negotiation and consummation of the transactions contemplated herein, the Purchaser has no material Liabilities or obligations, net of cash, which: (i) are not set forth in the Purchaser Financial Statements or have not heretofore been paid or discharged; (ii) did not arise in the regular and ordinary course of business under any Contract or plan specifically disclosed in writing to the Target; or (iii) have not been incurred in amounts and pursuant to practices consistent with past business practice, in or as a result of the regular and ordinary course of its business since the Purchaser Accounting Date, and otherwise disclosed in writing to the Target. (d) Except to the extent reflected or reserved against in the Purchaser Financial Statements or incurred subsequent to the Purchaser Accounting Date in the ordinary and usual course of the Purchaser Business, the Purchaser has no outstanding indebtedness or any Liabilities or obligations, and any Liabilities or obligations incurred by the Purchaser in the ordinary and usual course of business since the Accounting Date have not had a Material Adverse Effect on the Purchaser or the Purchaser Business. (e) Since the Purchaser Accounting Date, there have not been: (i) any changes in the condition or operations of the Purchaser Business, or the assets or financial affairs of the Purchaser which have caused, individually or in the aggregate, a Material Adverse Effect on the Purchaser or the Purchaser Business; or (ii) any damage, destruction or loss, labor trouble or other event, development or condition, of any character (whether or not covered by insurance), which is not generally known or which has not been disclosed to the Target, which has or may cause a Material Adverse Effect on the Purchaser or the Purchaser Business. (f) Since the Purchaser Accounting Date, and other than as contemplated by this Agreement, the Purchaser has not: (i) transferred, assigned, sold or otherwise disposed of any of the assets shown or reflected in the Purchaser Financial Statements or cancelled any debts or claims; (ii) incurred or assumed any Liability; (iii) issued or sold any shares in its capital or any warrants, bonds, debentures or other corporate securities, or issued, granted or delivered any right, option or other commitment for the issue of any such or other securities; (iv) discharged or satisfied any Liens, or paid any Liabilities, other than current Liabilities or the current portion of long term Liabilities disclosed in the Purchaser Financial Statements, or current Liabilities incurred since the date thereof in the ordinary and usual course of business; (v) declared, made, or committed itself to make any payment of any dividend or other distribution in respect of any of its shares, nor has it purchased, redeemed, subdivided, consolidated, or reclassified any of its shares; (vi) made any gift of money or of any assets to any Person; (vii) purchased or sold any assets; (viii) amended or changed, or taken any action to amend or change, its Organizational Documents; (ix) made payments of any kind to or on behalf of either shareholder or any Related Party of a shareholder, nor under any management agreement, save and except business related expenses in the ordinary and usual course of business and at the regular rates payable; (x) created, incurred, assumed or guaranteed any indebtedness for money borrowed, or subjected any of the material assets or properties of the Purchaser to any Lien of any nature whatsoever; (xi) made or suffered any amendment or termination of any Material Contract, or cancelled, modified or waived any substantial debts or claims held by it or waived any rights of substantial value, other than in the ordinary course of business; or (xii) authorized or agreed, or otherwise have become committed, to do any of the foregoing. (g) The Purchaser has no guarantees, indemnities or contingent or indirect obligations with respect to the Liabilities or obligations of any other Person, including any obligation to service the debt of, or otherwise acquire an obligation of, another Person, or to supply funds to, or otherwise maintain any working capital or other balance sheet condition of, any other Person. (h) The Purchaser is not a party to, bound by or subject to any Contract or Legal Requirement that would be violated or breached by, or under which default would occur, or which could be terminated, cancelled or accelerated, in whole or in part, as a result of the execution and delivery of this Agreement or the consummation of any of the transactions provided for in this Agreement.

Financial Representations. Included with the Disclosure Records are true, correct, and complete copies of the Purchaser Financial Statements. (a) The Purchaser Financial Statements: (i) are in accordance with the books and records of the Purchaser; (ii) present fairly the financial condition of the Purchaser as of the respective dates indicated and the results of operations for such periods; and (iii) have been prepared in accordance with IFRS and reflect the consistent application of IFRS throughout the periods involved. (b) All material financial transactions of the Purchaser have been accurately recorded in the books and records of the Purchaser and such books and records fairly present the financial position and the affairs of the Purchaser. (c) Other than the costs and expenses incurred in connection with the negotiation and consummation of the transactions contemplated herein, the Purchaser has no material Liabilities or obligations, net of cash, which: (i) are not set forth in the Purchaser Financial Statements or have not heretofore been paid or discharged; (ii) did not arise in the regular and ordinary course of business under any Contract or plan specifically disclosed in writing to the Target; or (iii) have not been incurred in amounts and pursuant to practices consistent with past business practice, in or as a result of the regular and ordinary course of its business since the Purchaser Accounting Date, and otherwise disclosed in writing to the Target. (d) Except to the extent reflected or reserved against in the Purchaser Financial Statements or incurred subsequent to the Purchaser Accounting Date in the ordinary and usual course of the Purchaser Business, the Purchaser has no outstanding indebtedness or any Liabilities or obligations, and any Liabilities or obligations incurred by the Purchaser in the ordinary and usual course of business since the Accounting Date have not had a Material Adverse Effect on the Purchaser or the Purchaser BusinessLiabilities. (e) Since the Purchaser Accounting Date, there have not been: (i) any changes in the condition or operations of the Purchaser Business, or the assets or financial affairs of the Purchaser which have caused, individually or in the aggregate, a Material Adverse Effect on the Purchaser or the Purchaser Business; or (ii) any damage, destruction or loss, labor trouble or other event, development or condition, of any character (whether or not covered by insurance), which is not generally known or which has not been disclosed to the Target, which has or may cause a Material Adverse Effect on the Purchaser or the Purchaser Business. (fb) Since the Purchaser Accounting Date, and other than as contemplated by this AgreementAgreement or as incurred in the ordinary and usual course of business, the Purchaser has not: (i) transferred, assigned, sold or otherwise disposed of any of the assets shown or reflected in the Purchaser Financial Statements or cancelled any debts or claims; (ii) incurred or assumed any LiabilityLiability (other than costs incurred in connection with the Transaction); (iii) issued or sold any shares Purchaser Shares (other than as set out in its capital or any warrants, bonds, debentures or other corporate securities, or issued, granted or delivered any right, option or other commitment for the issue of any such or other securitiesDisclosure Record); (iv) discharged or satisfied any Liens, or paid any Liabilities, other than current Liabilities or the current portion of long term Liabilities disclosed in the Purchaser Financial Statements, or current Liabilities incurred since the date thereof in the ordinary and usual course of business; (v) declared, made, or committed itself to make any payment of any dividend or other distribution in respect of any of its sharesthe Purchaser Shares, nor has it purchased, redeemed, subdivided, consolidated, or reclassified any of its sharesPurchaser Shares; (vi) made any gift of money or of any assets to any Person; (vii) purchased or sold any assets; (viii) amended or changed, or taken any action to amend or change, its Organizational Documents; (ix) made payments of any kind to or on behalf of either shareholder or any Related Party of a shareholder, nor under any management agreement, save and except business related expenses in the ordinary and usual course of business and at the regular rates payable; (x) created, incurred, assumed or guaranteed any indebtedness for money borrowed, or subjected any of the material assets or properties of the Purchaser to any Lien of any nature whatsoever; (xix) made or suffered any amendment or termination of any Material Contract, or cancelled, modified or waived any substantial debts or claims held by it or waived any rights of substantial value, other than in the ordinary course of business; or (xiixi) authorized or agreed, or otherwise have become committed, to do any of the foregoing. (g) The Purchaser has no guarantees, indemnities or contingent or indirect obligations with respect to the Liabilities or obligations of any other Person, including any obligation to service the debt of, or otherwise acquire an obligation of, another Person, or to supply funds to, or otherwise maintain any working capital or other balance sheet condition of, any other Person. (h) The Purchaser is not a party to, bound by or subject to any Contract or Legal Requirement that would be violated or breached by, or under which default would occur, or which could be terminated, cancelled or accelerated, in whole or in part, as a result of the execution and delivery of this Agreement or the consummation of any of the transactions provided for in this Agreement.

Financial Representations. Included with the Disclosure Records are true, correct, and complete copies of the Purchaser Parent Financial Statements. (a) The Purchaser Parent Financial Statements: (i) are in accordance with the books and records of the PurchaserParent; (ii) present fairly the financial condition of the Purchaser Parent as of the respective dates indicated and the results of operations for such periods; and (iii) have been prepared in accordance with IFRS GAAP and reflect the consistent application of IFRS GAAP throughout the periods involved. (b) All material financial transactions of the Purchaser Parent have been accurately recorded in the books and records of the Purchaser Parent and such books and records fairly present the financial position and the affairs of the PurchaserParent. (c) Other than the costs and expenses incurred in connection with the negotiation and consummation of the transactions contemplated hereinTransaction, the Purchaser Parent has no material Liabilities or obligations, net of cash, which: (i) are not set forth in the Purchaser Parent Financial Statements or have not heretofore been paid or discharged; (ii) did not arise in the regular and ordinary course of business under any Contract or plan specifically disclosed in writing to the TargetParent; or (iii) have not been incurred in amounts and pursuant to practices consistent with past business practice, in or as a result of the regular and ordinary course of its business since the Purchaser Parent Accounting Date, and otherwise disclosed in writing to the TargetParent. (d) Except to the extent reflected or reserved against in the Purchaser Parent Financial Statements or incurred subsequent to the Purchaser Parent Accounting Date in the ordinary and usual course of the Purchaser BusinessParent’s business, the Purchaser Parent has no outstanding indebtedness or any Liabilities or obligations, and any Liabilities or obligations incurred by the Purchaser Parent in the ordinary and usual course of business since the Accounting Date have not had a Material Adverse Effect on the Purchaser Parent or the Purchaser Businessits business. (e) Since the Purchaser Parent Accounting Date, there have not been: (i) any changes in the condition or operations of the Purchaser BusinessParent’s business, or the assets or financial affairs of the Purchaser Parent which have caused, individually or in the aggregate, a Material Adverse Effect on the Purchaser Parent or the Purchaser BusinessParent’s business; or (ii) any damage, destruction or loss, labor trouble or other event, development or condition, of any character (whether or not covered by insurance), which is not generally known or which has not been disclosed to the TargetParent, which has or may cause a Material Adverse Effect on the Purchaser Parent or the Purchaser BusinessParent’s business. (f) Since the Purchaser Parent Accounting Date, and other than as contemplated by this Agreement, the Purchaser Parent has not: (i) transferred, assigned, sold or otherwise disposed of any of the assets shown or reflected in the Purchaser Parent Financial Statements or cancelled any debts or claims; (ii) incurred or assumed any Liability; (iii) issued or sold any shares in its capital or any warrants, bonds, debentures Parent Shares or other corporate securities, or issued, granted or delivered any right, option or other commitment for the issue of any such or other securities; (iv) discharged or satisfied any Liens, or paid any Liabilities, other than current Liabilities or the current portion of long term Liabilities disclosed in the Purchaser Parent Financial Statements, or current Liabilities incurred since the date thereof in the ordinary and usual course of business; (v) declared, made, made or committed itself to make any payment of any dividend or other distribution in respect of any of its shares, nor has it purchased, redeemed, subdivided, consolidated, or reclassified any of its shares; (vi) made any gift of money or of any assets to any Person; (vii) purchased or sold any assets; (viii) amended or changed, or taken any action to amend or change, its Organizational Documents; (ix) made payments of any kind to or on behalf of either any shareholder or any Related Party of a shareholder, nor under any management agreement, save and except management or consulting fees pursuant to written agreements and business related expenses in the ordinary and usual course of business and at the regular rates payable; (x) created, incurred, assumed or guaranteed any indebtedness for money borrowed, or subjected any of the material assets or properties of the Purchaser Parent to any Lien of any nature whatsoever; (xi) made or suffered any amendment or termination of any Material Contract, or cancelled, modified or waived any substantial debts or claims held by it or waived any rights of substantial value, other than in the ordinary course of business; or (xii) authorized or agreed, or otherwise have become committed, to do any of the foregoing. (g) The Purchaser Parent has no guarantees, indemnities or contingent or indirect obligations with respect to the Liabilities or obligations of any other Person, including any obligation to service the debt of, or otherwise acquire an obligation of, another Person, or to supply funds to, or otherwise maintain any working capital or other balance sheet condition of, any other Person. (h) The Purchaser Parent is not a party to, bound by or subject to any Contract or Legal Requirement that would be violated or breached by, or under which default would occur, or which could be terminated, cancelled or accelerated, in whole or in part, as a result of the execution and delivery of this Agreement or the consummation of any of the transactions provided for in this AgreementTransaction.