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 Parent included or incorporated by reference in the Parent Public Documents (or, if any such Parent Public Document is amended or superseded by a filing prior to the date of this Agreement, such amended or superseding Parent Public Document) (i) present fairly in all material respects, in conformity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 Parent 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), (ii) comply as to form in all material respects with applicable accounting requirements and Applicable Law with respect thereto and (iii) have been prepared in a manner consistent with the books and records of Parent and its Subsidiaries, which are maintained in all material respects in accordance with IFRS (to the extent applicable) and any other applicable legal and accounting requirements and are true and complete in all material respects. (b) Since January 1, 2018, Parent has not made any change in the accounting practices or policies applied in the preparation of its financial statements, except as required by IFRS, SEC rule or policy or Applicable Law. (c) Since January 1, 2018, Parent has not received written notice from the SEC, the FRC, Companies House 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 FRC, Companies House or any other Governmental Authority.

Financial Statements and Financial Matters. (a) The audited consolidated financial statements and unaudited consolidated interim financial statements of Parent the Company included or incorporated by reference in the Parent Public Company SEC Documents (or, if any such Parent Public Company SEC Document is amended or superseded by a filing prior to the date of this Agreement, such amended or superseding Parent Public Company SEC Document) (i) present fairly in all material respects,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 Parent 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), (ii) comply as to form in all material respects with applicable accounting requirements and Applicable Law the published rules and regulations of the SEC with respect thereto and (iii) have been prepared in a manner consistent with the books and records of Parent the Company and its Subsidiaries, which are maintained in all material respects in accordance with IFRS GAAP (to the extent applicable) and any other applicable legal and accounting requirements and are true and complete in all material respects. (b) Since January 1, 2018, Parent the Company has not made any change in the accounting practices or policies applied in the preparation of its financial statements, except as required by IFRSGAAP, SEC rule or policy or Applicable Law. (c) Since January 1, 2018, Parent the Company has not received written notice from the SEC, the FRC, Companies House 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 FRC, Companies House SEC or any other Governmental Authority.