Financial Statements; Absence of Changes. (a) Attached as Schedule 4.08 hereto are copies of (a) the audited consolidated balance sheets of the Company and its Subsidiaries as of December 31, 2020 (the “Most Recent Balance Sheet”), and the related audited consolidated statements of operations, of changes in shareholders’ equity and of cash flows for the years then ended, together with the auditor’s reports thereon (the “Financial Statements”).
Financial Statements; Absence of Changes. (a) The Company has made available to ListCo copies of the unaudited consolidated balance sheets of the Company and its Subsidiaries as of December 31, 2021 (the “Most Recent Balance Sheet”), and the related unaudited consolidated statements of operations, of changes in shareholders’ equity and of cash flows for the one year then ended (the “Financial Statements”).
Financial Statements; Absence of Changes. (a) Schedule 4.4 contains a true and complete copy of the following:
Financial Statements; Absence of Changes. (a) Schedule 3.9(a)(i) contains correct and complete copies of the audited consolidated statements of BCI of (1) Assets and Liabilities, (2) Income Statement and (3) Cash Flows (the "Statements"), in each case for the fiscal year ended December 31, 2001 and the unaudited Statements for the nine-months ended September 30, 2002 (collectively, the "Financial Statements"). Also attached as Schedule 3.9(a)(i) is a correct and complete copy of the unaudited consolidated balance sheet and profit and loss statement of BCI and the Sellers for each of October 2002, November 2002, December 2002 and January 2003 (collectively, the "Monthly Statements"). The Financial Statements and the Monthly Statements include information with respect to and reflect the financial condition and results of operation of the Retained Business which are not being transferred hereby, and as to which Sellers makes no representation or warranty of any kind. The Financial Statements and Monthly Statements were prepared in conformity with Generally Accepted Accounting Principles, except as set forth on Schedule 3.9(a)(ii) and subject, in the case of the unaudited Statements for the nine-months ended September 30, 2002 and the Monthly Statements, to year-end adjustments consistent with past practice.
Financial Statements; Absence of Changes. (a) Set forth on Section 4.08(a) of the Company Disclosure Letter are the audited consolidated balance sheet of the Company and its Subsidiaries as of December 31, 2020 and 2019, and consolidated statement of operations, consolidated statement of comprehensive loss, consolidated statement of changes in shareholders’ equity and consolidated statement of cash flows of the Company and its Subsidiaries for the twelve-month periods ended December 31, 2020 and 2019 (the “Audited Financial Statements”, and together with any Additional Financial Statements when delivered pursuant to Section 6.12, the “Financial Statements”).
Financial Statements; Absence of Changes. (a) The Seller has delivered to the Purchaser the unaudited pro forma statement of income for the Business for the twelve months ended June 29, 2013 (the “Financial Statement Date,” and such statement of income, the “Business Financial Statements”). The Business Financial Statements are correct and complete in all material respects and present fairly in all material respects the results of operations of the Business for the period covered thereby, all in accordance with GAAP subject to (i) pro forma estimates, assumptions and adjustments, including the exclusion of stock compensation charges, insurance payments from the Thailand floods, restructuring costs associated with production transfers and related activities, foreign currency gain/loss on intercompany balances, income or expense from non-cash “in period” changes in inventory absorption and valuation and tax provision and (ii) no statements of cash flows, shareholders equity, or comprehensive income have been included and no footnotes have been included. The Business Financial Statements have been prepared from and are consistent with the accounting books and records of the Seller and its Affiliates.
Financial Statements; Absence of Changes. (a) Part 2.4(a) of the Disclosure Letter contains an accurate copy of the audited balance sheet of the Company as of June 29, 2013 (the “Company Balance Sheet”), and the related audited statement of income for the fiscal year then ended (collectively, the “Company Financial Statements”). The Company Financial Statements present fairly in all material respects the financial condition, results of operations and cash flows of the Company as of the date thereof and for the period covered thereby, all in accordance with Swiss Accounting and Reporting Recommendations (Swiss GAAP FER). The Company Financial Statements are correct and complete in all material respects. The Company Financial Statements have been prepared from and are consistent with the accounting books and Records of the Company.
Financial Statements; Absence of Changes. (a) Set forth on Section 4.08(a) of the Company Disclosure Letter are a copy of (i) (A) the unaudited consolidated balance sheet of the Group Companies as of March 31, 2023 (the “Most Recent Balance Sheet”), (B) the unaudited consolidated statements of comprehensive income and of changes in shareholders’ equity of the Group Companies for the three-month period ended March 31, 2023, (C) the unaudited consolidated balance sheet of the Group Companies as of December 31, 2022, and (D) the unaudited consolidated statements of comprehensive income and of changes in shareholders’ equity of the Group Companies for the twelve-month period ended December 31, 2022 (the “Unaudited Financial Statements”); and (ii) a copy of the audited consolidated balance sheet of the Group Companies as of December 31, 2021, and the related audited consolidated statements of comprehensive income, of changes in shareholders’ equity and of cash flows of the Group Companies for the twelve-month period ended December 31, 2021 (the “Audited Financial Statements”, and together with the Unaudited Financial Statements, the Mediagene Financial Statements and any Additional Financial Statements when delivered pursuant to Section 6.08, the “Financial Statements”). The Audited Financial Statements and the Unaudited Financial Statements have been prepared in accordance with IFRS (except in the case of the Unaudited Financial Statements for the absence of footnotes and other presentation items and for normal year-end adjustments).
Financial Statements; Absence of Changes. (a) The Seller has delivered to the Purchaser the unaudited pro forma statement of income for the Business for the twelve months ended June 29, 2013 (the “Financial Statement Date,” and such statement of income, the “Business Financial Statements”). The Business Financial Statements are correct and complete in all material respects and presents fairly in all material respects the results of operations of the Business for the period covered thereby, all in accordance with GAAP subject to reasonable pro forma estimates and assumptions. The Business Financial Statements have been prepared from and is consistent with the accounting books and records of the Seller and its Affiliates.
Financial Statements; Absence of Changes. (a) The Company has made available to Acquirer its unaudited financial statements for the fiscal years ending December 31, 2018, December 31, 2019 and December 31, 2020 (including, in each case, balance sheets, statements of operations and statements of cash flows) (collectively, the “Financial Statements”), which are included as Section 2.4(a) of the Disclosure Schedule. The Financial Statements (i) are derived from and in accordance with the books and records of the Company, (ii) fairly and accurately present the financial condition of the Company in all material respects at the dates therein indicated and the results of operations and cash flows of the Company for the periods therein specified, (iii) are true, correct and complete in all material respects, and (iv) were prepared in accordance with GAAP in all material respects, except for the absence of footnotes, applied on a consistent basis throughout the periods involved.
