Common use of Material Liabilities; Financial Information; Forecasts Clause in Contracts

Material Liabilities; Financial Information; Forecasts. Except as set forth on Schedule 3A(g)(i), the Target has no liabilities or obligations, absolute or contingent (individually or in the aggregate), except obligations under contracts made in the ordinary course of business that as of the date of this Agreement would not be required to be reflected in financial statements prepared in accordance with GAAP, consistently applied for the periods covered thereby. The historical financial information of the Target delivered to the Buyers on or prior to the date hereof, and attached hereto as Schedule 3A(g)(ii) (collectively, the “Target Financial Statements”), fairly present in all material respects the financial position of the Target and its Target Subsidiaries, on a consolidated basis, at the respective dates thereof, subject to adjustments which are not expected to have a Target Material Adverse Effect on the Target and its Target Subsidiaries, taken as a whole. The forecasts and projections previously delivered to the Buyers by the Target and attached hereto as Schedule 3A(g)(iii) have been prepared in good faith and on the basis of assumptions that are fair and reasonable in light of current and reasonably foreseeable circumstances. No other information provided by or on behalf of the Target to any of the Buyers contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein not misleading, in the light of the circumstance under which they are or were made. Other than the conversion from GAAP to GAAP and the adjustments related thereto, the Target is not currently contemplating to amend or restate any of the Target Financial Statements, nor is the Target currently aware of facts or circumstances which would require the Target to amend or restate any of the Target Financial Statements, in each case, in order for any of the Financials Statements to be in compliance with GAAP. The Target has not been informed by its independent accountants that they recommend that the Target amend or restate any of the Target Financial Statements or that there is any need for the Target to amend or restate any of the Target Financial Statements.

Material Liabilities; Financial Information; Forecasts. Except as set forth on Schedule 3A(g)(i3(i)(i), the Target Company has no liabilities or obligations, absolute or contingent (individually or in the aggregate), except obligations under contracts made in the ordinary course of business that as of the date of this Agreement would not be required to be reflected in financial statements prepared in accordance with GAAPgenerally accepted accounting principles as applied in the United States, consistently applied for the periods covered therebythereby (“GAAP”). The historical financial information of the Target Company delivered to the Buyers on or prior to the date hereof, and attached hereto as Schedule 3A(g)(ii3(i)(ii) (collectively, the “Target Financial Statements”), fairly present in all material respects the financial position of the Target Company and its Target Subsidiaries, on a consolidated basis, at the respective dates thereof, subject to adjustments which are not expected to have a Target Material Adverse Effect on the Target Company and its Target Subsidiaries, taken as a whole. The forecasts and projections previously delivered to the Buyers by the Target Company and attached hereto as Schedule 3A(g)(iii3(i)(iii) have been prepared in good faith and on the basis of assumptions that are fair and reasonable in light of current and reasonably foreseeable circumstances. No other information provided by or on behalf of the Target Company to any of the Buyers contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein not misleading, in the light of the circumstance under which they are or were made. Other than the conversion from GAAP to GAAP and the adjustments related thereto, the Target The Company is not currently contemplating to amend or restate any of the Target Financial Statements, nor is the Target Company currently aware of facts or circumstances which would require the Target Company to amend or restate any of the Target Financial Statements, in each case, in order for any of the Financials Statements to be in compliance with GAAP. The Target Company has not been informed by its independent accountants that they recommend that the Target Company amend or restate any of the Target Financial Statements or that there is any need for the Target Company to amend or restate any of the Target Financial Statements.

Material Liabilities; Financial Information; Forecasts. Except as set forth on Schedule 3A(g)(i3.3(gg), the Target has and the Target Subsidiaries have no liabilities or obligations, absolute or contingent (individually or in the aggregate), except obligations under contracts made in the ordinary course of business that as of the date of this Agreement would not be required to be reflected in financial statements prepared in accordance with GAAP, consistently applied for the periods covered thereby. The historical financial information of the Target delivered to the Buyers Purchasers on or prior to the date hereof, and attached hereto as Schedule 3A(g)(ii3.3(gg) (collectively, the “Target Financial Statements”), fairly present in all material respects the financial position of the Target and its the Target Subsidiaries, on a consolidated basis, at the respective dates thereof, subject to adjustments which are not expected to have a Target or Target Subsidiary Material Adverse Effect on the Target and its the Target Subsidiaries, taken as a whole. The forecasts and projections previously delivered to the Buyers Purchasers by the Target and attached hereto as Schedule 3A(g)(iii3.3(gg) have been prepared in good faith and on the basis of assumptions that are fair and reasonable in light of current and reasonably foreseeable circumstances. No other information provided by or on behalf of the Target to any of the Buyers Purchasers contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein not misleading, in the light of the circumstance under which they are or were made. Other than the conversion from GAAP to GAAP and the adjustments related thereto, the The Target is not currently contemplating to amend or restate any of the Target Financial Statements, nor is the Target currently aware of facts or circumstances which would require the Target to amend or restate any of the Target Financial Statements, in each case, in order for any of the Financials Statements to be in compliance with GAAP. The Target has not been informed by its independent accountants that they recommend that the Target amend or restate any of the Target Financial Statements or that there is any need for the Target to amend or restate any of the Target Financial Statements.

Material Liabilities; Financial Information; Forecasts. Except as set forth on Schedule 3A(g)(i3B(g)(i), the Target Parent has no liabilities or obligations, absolute or contingent (individually or in the aggregate), except obligations under contracts made in the ordinary course of business that as of the date of this Agreement would not be required to be reflected in financial statements prepared in accordance with GAAPIFRS, consistently applied for the periods covered thereby. The historical financial information of the Target Parent delivered to the Buyers on or prior to the date hereof, and attached hereto as Schedule 3A(g)(ii3B(g)(ii) (collectively, the “Target Parent Financial Statements”), fairly present in all material respects the financial position of the Target Parent and its Target Parent Subsidiaries, on a consolidated basis, at the respective dates thereof, subject to adjustments which are not expected to have a Target Parent Material Adverse Effect on the Target Parent and its Target Parent Subsidiaries, taken as a whole. The forecasts and projections previously delivered to the Buyers by the Target Parent and attached hereto as Schedule 3A(g)(iii3B(g)(iii) have been prepared in good faith and on the basis of assumptions that are fair and reasonable in light of current and reasonably foreseeable circumstances. No other information provided by or on behalf of the Target Parent to any of the Buyers contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein not misleading, in the light of the circumstance under which they are or were made. Other than the conversion from GAAP IFRS to GAAP and the adjustments related thereto, the Target Parent is not currently contemplating to amend or restate any of the Target Parent Financial Statements, nor is the Target Parent currently aware of facts or circumstances which would require the Target Parent to amend or restate any of the Target Parent Financial Statements, in each case, in order for any of the Financials Statements to be in compliance with GAAPIFRS. The Target Parent has not been informed by its independent accountants that they recommend that the Target Parent amend or restate any of the Target Parent Financial Statements or that there is any need for the Target Parent to amend or restate any of the Target Parent Financial Statements.