Common use of Financial Statements; No Undisclosed Liabilities Clause in Contracts

Financial Statements; No Undisclosed Liabilities. (a) The Company has delivered to Buyer its unaudited, consolidated financial statements for the fiscal year ended to December 31, 2016 and its unaudited, consolidated financial statements for the four-month period ended April 30, 2017 (including, in each case, balance sheets, statements of operations and statements of cash flows) (collectively, the “Financial Statements”), which are included as Schedule 2.4(a) of the Company Disclosure Letter. The Financial Statements (i) are derived from and in accordance with the books and records of the Company, (ii) complied as to form with applicable accounting requirements with respect thereto as of their respective dates, (iii) fairly and accurately present the consolidated financial condition of the Company at the dates therein indicated and the consolidated results of operations and cash flows of the Company for the periods therein specified (subject, in the case of unaudited interim period financial statements, to normal recurring year-end audit adjustments, none of which individually or in the aggregate are or will be material in amount), and (iv) were prepared in accordance with GAAP, except for the absence of footnotes in the unaudited Financial Statements, applied on a consistent basis throughout the periods involved if such consistent basis is in accordance with GAAP.

Appears in 2 contracts

Samples: Membership Interest Purchase Agreement (Eventbrite, Inc.), Membership Interest Purchase Agreement (Pandora Media, Inc.)

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Financial Statements; No Undisclosed Liabilities. (a) The Company has delivered to Buyer Purchaser its audited, consolidated financial statements for fiscal year 2015, its unaudited, consolidated financial statements for the fiscal year ended to December 31, 2016 and its unaudited, consolidated financial statements for the fourthree-month period ended April 30March 31, 2017 (including, in each case, balance sheets, statements of operations and statements of cash flows) (collectively, the “Financial Statements”), which are included as Schedule 2.4(a) of the Company Disclosure Letter. The Financial Statements (i) are derived from and in accordance with the books and records of the CompanyGroup Companies, (ii) complied as to form with applicable accounting requirements with respect thereto as of their respective dates, (iii) fairly and accurately present in all material respects the consolidated financial condition of the Company Group Companies at the dates therein indicated and the consolidated results of operations and cash flows of the Company for the periods therein specified (subject, in the case of unaudited interim period financial statements, to normal recurring year-end audit adjustments, none of which individually or in the aggregate are or will be material in amount), ) and (iviii) were prepared in accordance with GAAP, except for the absence of footnotes in the unaudited Financial Statements, applied on a consistent basis throughout the periods involved if such consistent basis is in accordance with GAAPinvolved.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Grail, Inc.), Stock Purchase Agreement (Grail, Inc.)

Financial Statements; No Undisclosed Liabilities. (a) The Company has delivered to Buyer Acquirer its unaudited, consolidated unaudited financial statements for each fiscal year ended June 30th subsequent to the Company’s inception date and its unaudited financial statements for the fiscal year ended to December 31, 2016 and its unaudited, consolidated financial statements for the foureight-month period ended April 30February 28, 2017 (including, in each case, balance sheets, statements of operations and statements of cash flows) (collectively, the “Financial Statements”), which are included as Schedule 2.4(a) of the Company Disclosure Letter. The Financial Statements (i) are derived from and in accordance with the books and records of the Company, (ii) complied as to form with applicable accounting requirements with respect thereto as of their respective dates, (iii) fairly and accurately present the consolidated financial condition of the Company at the dates therein indicated and the consolidated results of operations and cash flows of the Company for the periods therein specified (subject, in the case of unaudited interim period financial statements, to normal recurring year-end audit adjustments, none of which individually or in the aggregate are or will be material in amount), (iv) are true, correct and complete and (ivv) were prepared in accordance with GAAP, except for the absence of footnotes in the unaudited Financial Statements, applied on a consistent basis throughout the periods involved if such consistent basis is in accordance with GAAPinvolved.

Appears in 2 contracts

Samples: Share Purchase Agreement, Share Purchase Agreement (Yelp Inc)

Financial Statements; No Undisclosed Liabilities. (a) The Company has delivered to Buyer Acquirer its unauditedaudited, consolidated financial statements for the each fiscal year ended subsequent to December 31, 2016 2011 and its unaudited, consolidated financial statements for the fourseven-month period ended April 30July 31, 2017 2015 (including, in each case, balance sheets, statements of operations and statements of cash flows) (collectively, the “Financial Statements”), which are included as Schedule 2.4(a) of the Company Disclosure Letter. The Financial Statements (i) are derived from and in accordance with the books and records of the Company, (ii) complied as to form with applicable accounting requirements with respect thereto as of their respective dates, (iii) fairly and accurately present the consolidated financial condition of the Company at the dates therein indicated and the consolidated results of operations and cash flows of the Company for the periods therein specified (subject, in the case of unaudited interim period financial statements, to normal recurring year-end audit adjustments, none of which individually or in the aggregate are or will be material in amount), and (iv) were prepared in accordance with GAAP, except for the absence of footnotes in the unaudited Financial Statements, applied on a consistent basis throughout the periods involved if such consistent basis is in accordance with GAAP.

Appears in 1 contract

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

Financial Statements; No Undisclosed Liabilities. (a) The Company has delivered to Buyer Acquirer its unauditedaudited, consolidated financial statements for the Company’s fiscal year ended to December 31, 2016 2014, and its unaudited, consolidated financial statements for the four-month period Company’s fiscal years ended April 30December 31, 2017 2015 and December 31, 2013 (including, in each case, balance sheets, statements of operations and statements of cash flows) (collectively, the “Financial Statements”), which are included as Schedule 2.4(a) of the Company Disclosure Letter. The Financial Statements (i) are derived from and in accordance with the books and records of the Company, (ii) complied comply as to form with applicable accounting requirements with respect thereto as of their respective datesthereto, (iii) fairly and accurately present the consolidated financial condition of the Company at the dates therein indicated and the consolidated results of operations and cash flows of the Company for the periods therein specified (subject, in the case of unaudited interim period financial statements, Financial Statements to normal recurring year-end audit adjustments, none of which individually or in the aggregate are or will be material in amount), (iv) are true, correct and complete and (ivv) were prepared in accordance with GAAP, except for the absence of footnotes in the unaudited Financial Statements, GAAP applied on a consistent basis throughout the periods involved if such consistent basis is in accordance with GAAPinvolved.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Infoblox Inc)

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Financial Statements; No Undisclosed Liabilities. (a) The Company has delivered to Buyer Acquirer its unauditedaudited, consolidated financial statements for the fiscal year 12-month periods ended to December 31, 2016 2021, December 31, 2020 and its unauditedDecember 31, consolidated financial statements for the four-month period ended April 30, 2017 2019 (including, in each case, balance sheets, statements of operations and statements of cash flows) (collectively, the “Financial Statements”), which are included as Schedule 2.4(a) of the Company Disclosure Letter. The Financial Statements (i) are derived from and in accordance with the books and records of the CompanyCompany and its Subsidiaries in all material respects, (ii) complied in all material respects as to form with applicable accounting requirements with respect thereto as of their respective dates, (iii) fairly and accurately present present, in all material respects, the consolidated financial condition of the Company and its Subsidiaries at the dates therein indicated and the consolidated results of operations and cash flows of the Company and its Subsidiaries for the periods therein specified (subject, in the case of unaudited interim period financial statements, to normal recurring year-end audit adjustments, none of which individually or in the aggregate are or will be material in amount)specified, and (iv) were prepared in accordance with GAAP, except for the absence of footnotes in the unaudited Financial Statements, applied on a consistent basis throughout the periods involved if such consistent basis is in accordance with GAAPinvolved.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Castle Biosciences Inc)

Financial Statements; No Undisclosed Liabilities. (a) The Company has delivered to Buyer Acquirer its unaudited, consolidated unaudited financial statements for the fiscal year ended to December 31, 2016 years of 2020 and 2021 and its unaudited, consolidated unaudited financial statements for the foureight-month period ended April 30August 31, 2017 2022 (including, in each case, balance sheets, statements of operations and statements of cash flows) (collectively, the “Financial Statements”), which are included as Schedule 2.4(a) of the Company Disclosure Letter. The Financial Statements (i) are derived from and in accordance with the books and records of the Company, (ii) complied as to form with applicable accounting requirements with respect thereto as of their respective dates, (iii) fairly and accurately present in all material respects the consolidated financial condition of the Company at the dates therein indicated and the consolidated results of operations and cash flows of the Company for the periods therein specified (subject, in the case of unaudited interim period financial statements, to normal recurring year-end audit adjustments, none of which individually or in the aggregate are or will be material in amount), (iv) are true, correct and complete in all material respects and (ivv) were prepared in accordance with GAAP, except for the absence of footnotes in the unaudited Financial Statements, applied on a consistent basis throughout the periods involved if such consistent basis is in accordance with GAAPinvolved.

Appears in 1 contract

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

Financial Statements; No Undisclosed Liabilities. (a) The Company has delivered to Buyer Acquirer its audited, consolidated financial statements for the 12-month periods ended December 31, 2018 and December 31, 2019, and unaudited, consolidated financial statements for the fiscal year ended to December 31, 2016 and its unaudited, consolidated financial statements for the fournine-month period ended April September 30, 2017 2020 (including, in each case, balance sheets, statements of operations and statements of cash flows) (collectively, the “Financial Statements”), which are included as Schedule 2.4(a) of the Company Disclosure Letter. The Financial Statements (i) are derived from and in accordance with the books and records of the CompanyCompany in all material respects, (ii) complied as to form with applicable accounting requirements with respect thereto as of their respective dates, (iii) fairly and accurately present present, in all material respects, the consolidated financial condition of the Company at the dates therein indicated and the consolidated results of operations and cash flows of the Company for the periods therein specified (subject, in the case of unaudited interim period financial statements, to normal recurring year-end audit adjustments, none of which individually or in the aggregate are or will be material in amount), (iii) are true, correct and complete in all material respects and (iv) were prepared in accordance with GAAP, except for the absence of footnotes in the unaudited Financial Statements, applied on a consistent basis throughout the periods involved if such consistent basis is in accordance with GAAPinvolved.

Appears in 1 contract

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

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