Common use of Financial Statements and Financial Matters Clause in Contracts

Financial Statements and Financial Matters. (a) The audited consolidated financial statements and unaudited consolidated interim financial statements of the Company included or incorporated by reference in Company SEC Documents (or, if any such Company SEC Document is amended or superseded by a filing prior to the date of this Agreement, such amended or superseding Company SEC Document) present fairly in all material respects, in conformity with IFRS applied on a consistent basis during the periods presented (except as may be indicated in the notes thereto), the consolidated financial position of the Company and its Subsidiaries as of the dates thereof and their consolidated results of operations and cash flows for the periods then ended (subject, in each case, to normal and recurring year-end audit adjustments in the case of any unaudited interim financial statements). Such consolidated financial statements have been prepared in all material respects from the books and records of the Company and its Subsidiaries. (b) From the Reference Date to the date of this Agreement, the Company has not received written notice from the SEC, the FCA, the FRC or any other Governmental Authority indicating that any of its accounting policies or practices are or may be the subject of any review, inquiry, investigation or challenge by the SEC, the FCA, the FRC or any other Governmental Authority. Since January 31, 2024, to the date of this Agreement, neither the Company nor any Subsidiary of the Company has received any material, unresolved complaint, allegation, assertion or claim regarding the accounting or auditing practices, procedures, methodologies or methods of the Company or any Subsidiary of the Company or their respective internal accounting controls.

Appears in 3 contracts

Samples: Transaction Agreement (Exscientia PLC), Transaction Agreement (Exscientia PLC), Transaction Agreement (Recursion Pharmaceuticals, Inc.)

AutoNDA by SimpleDocs

Financial Statements and Financial Matters. (a) The audited consolidated financial statements and unaudited consolidated interim financial statements of the Company Apple included or incorporated by reference in Company Apple SEC Documents (or, if any such Company Apple SEC Document is amended or superseded by a filing prior to the date of this Agreement, such amended or superseding Company Apple SEC Document) present fairly in all material respects, in conformity with IFRS GAAP applied on a consistent basis during the periods presented (except as may be indicated in the notes thereto), the consolidated financial position of the Company Apple and its Subsidiaries as of the dates thereof and their consolidated results of operations and cash flows for the periods then ended (subject, in each case, to normal and recurring year-end audit adjustments in the case of any unaudited interim financial statements, none of which, individually or in the aggregate, will be material). Such consolidated financial statements have been prepared in all material respects from the books and records of the Company Apple and its Subsidiaries. (b) From the Reference Date January 1, 2020 to the date of this Agreement, the Company Apple has not received written notice from the SEC, the FCA, the FRC or any other Governmental Authority indicating that any of its accounting policies or practices are or may be the subject of any review, inquiry, investigation or challenge by the SEC, the FCA, the FRC or any other Governmental Authority. Since January 311, 2024, 2020 to the date of this Agreement, neither the Company Apple nor any Subsidiary of the Company Apple has received any material, unresolved complaint, allegation, assertion or claim regarding the accounting or auditing practices, procedures, methodologies or methods of the Company Apple or any Subsidiary of the Company Apple or their respective internal accounting controls.

Appears in 1 contract

Samples: Transaction Agreement (Orchard Therapeutics PLC)

Financial Statements and Financial Matters. (a) The audited consolidated financial statements and unaudited consolidated interim financial statements of the Company included or incorporated by reference in the Company SEC Documents (ori) complied as to form, if any such Company when filed, in all material respects with the rules and regulations of the SEC Document is amended or superseded by a filing prior to the date of this Agreementwith respect thereto, such amended or superseding Company SEC Documentand (ii) present fairly fairly, in all material respects, in conformity with IFRS GAAP applied on a consistent basis during the periods presented involved (except as may be indicated in the notes thereto), the consolidated financial position of the Company and its Subsidiaries as of the dates thereof and their consolidated results of operations and cash flows for the periods then ended (subjectsubject to normal, in each case, to normal recurring and recurring immaterial year-end audit adjustments in the case of any unaudited interim financial statements). Such consolidated financial statements have been prepared from, and are in accordance in all material respects from with, the books and records of the Company and its Subsidiaries. The books, records and accounts of the Company have been maintained in material compliance with applicable legal and accounting requirements and in accordance with sound business practices, and such records are accurate in all material respects and reflect actual, bona fide transactions. (b) From the Reference Measurement Date to the date of this Agreement, and with the exception of audits and reviews conducted in the ordinary course of business arising under or related to a Government Contract, the Company has not received written notice from the SEC, the FCA, the FRC SEC or any other Governmental Authority indicating that any of its accounting policies or practices are or may be the subject of any review, inquiry, investigation or challenge by the SEC, the FCA, the FRC SEC or any other Governmental Authority. Since January 31, 2024, to the date of this Agreement, neither the Company nor any Subsidiary of the Company has received any material, unresolved complaint, allegation, assertion or claim regarding the accounting or auditing practices, procedures, methodologies or methods of the Company or any Subsidiary of the Company or their respective internal accounting controls.

Appears in 1 contract

Samples: Merger Agreement (PAE Inc)

Financial Statements and Financial Matters. (a) The audited consolidated financial statements and unaudited consolidated interim financial statements of the Company included or incorporated by reference in Company SEC Documents (or, if any such Company SEC Document is amended or superseded by a filing prior to the date of this Agreement, such amended or superseding Company SEC Document) present fairly in all material respects, in conformity with IFRS applied on a consistent basis during the periods presented (except as may be indicated in the notes thereto), the consolidated financial position of the Company and its Subsidiaries as of the dates thereof and their consolidated results of operations and cash flows for the periods then ended (subject, in each case, to normal and recurring year-end audit adjustments in the case of any unaudited interim financial statements). Such consolidated financial statements have been prepared in all material respects from the books and records of the Company and its Subsidiaries. (b) From the Reference Date January 1, 2020 to the date of this Agreement, the Company has not received written notice from the SEC, the FCA, the FRC SEC or any other Governmental Authority indicating that any of its accounting policies or practices are or may be the subject of any review, inquiry, investigation or challenge by the SEC, the FCA, the FRC SEC or any other Governmental Authority. Since January 311, 2024, 2020 to the date of this Agreement, neither the Company nor any Subsidiary of the Company has received any material, unresolved complaint, allegation, assertion or claim regarding the accounting or auditing practices, procedures, methodologies or methods of the Company or any Subsidiary of the Company or their respective internal accounting controls.

Appears in 1 contract

Samples: Transaction Agreement (Amryt Pharma PLC)

AutoNDA by SimpleDocs

Financial Statements and Financial Matters. (a) The audited consolidated financial statements and unaudited consolidated interim financial statements of the Company included or incorporated by reference in the Company SEC Documents (orcomplied as to form, if any such Company when filed, in all material respects with the rules and regulations of the SEC Document is amended or superseded by a filing prior to the date of this Agreementwith respect thereto, such amended or superseding Company SEC Document) present fairly in all material respects, in conformity with IFRS GAAP applied on a consistent basis during the periods presented involved (except as may be indicated in the notes thereto), the consolidated financial position of the Company and its Subsidiaries as of the dates thereof and their consolidated results of operations and cash flows for the periods then ended (subjectsubject to normal, in each case, to normal recurring and recurring immaterial year-end audit adjustments in the case of any unaudited interim financial statements). Such consolidated financial statements have been prepared from, and are in all material respects from accordance with, the books and records of the Company and its Subsidiaries. (b) From the Reference Date January 1, 2018 to the date of this Agreement, the Company has not received written notice from the SEC, the FCA, the FRC SEC or any other Governmental Authority indicating that any of its accounting policies or practices are or may be the subject of any review, inquiry, investigation or challenge by the SEC, the FCA, the FRC SEC or any other Governmental Authority. Since January 31, 2024, . (c) Any other financial statements delivered by the Company pursuant to Section 8.4(a) shall be deemed “financial statements” of the date Company for purposes of this Agreement, neither will present fairly in all material respects the Company nor any Subsidiary consolidated financial position, results of operations and cash flows of the Company has received any material, unresolved complaint, allegation, assertion or claim regarding the accounting or auditing practices, procedures, methodologies or methods and its Subsidiaries as of the Company or any Subsidiary of respective dates thereof and for the periods covered thereby and will be prepared in accordance with GAAP applied on a consistent basis during the periods involved, with reasonable care and attention, on a basis consistent with the audited consolidated financial statements included in the Company or their respective internal accounting controlsSEC Documents.

Appears in 1 contract

Samples: Merger Agreement (Mobile Mini Inc)

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!