Common use of S-4; Financial Statements Clause in Contracts

S-4; Financial Statements. As of the dates of the filing of the Form S-4, including any amendments thereto, the sections of the Form S-4 titled “Risk Factors – Risks Relating to Sonnet’s Business and Stock Ownership in Sonnet,” “Sonnet Business,” “Sonnet Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Certain Relationships and Related-Party Transactions – Sonnet” and “Principal Stockholders of Sonnet,” at the time the Form S-4 or such amendment thereto was filed with the SEC, did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As of each filing date of the Form S-4 or any amendment thereto, the financial statements of Sonnet included in the Form S-4 complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”), consistently applied during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of Sonnet and the Sonnet Subsidiaries as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments which will not be material, either individually or in the aggregate). No other information provided by or on behalf of Sonnet to any of the Buyers which is not included in the Form S-4 (including, without limitation, information referred to in Section 2(d) of this Agreement or in the disclosure schedules to this Agreement) contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstance under which they are or were made, not misleading.

S-4; Financial Statements. As of the dates of the filing of the Form S-4, including any amendments thereto, the sections of the Form S-4 titled “"Risk Factors – — Risks Relating Related to Sonnet’s Business GRI's Business, Financial Position and Stock Ownership in SonnetCapital Requirements,” “Sonnet " "GRI Business,” “Sonnet " "GRI Management’s 's Discussion and Analysis of Financial Condition and Results of Operations,” “Certain Relationships and Related-" "Related Party Transactions – Sonnet” of Directors and “Executive Officers of GRI" and "Principal Stockholders Securityholders of SonnetGRI,” " at the time the Form S-4 or such amendment thereto was filed with the SEC, did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As Except as set forth on Schedule 3(j), PrivateCo has no liabilities or obligations, absolute or contingent (individually or in the aggregate), except (i) liabilities and obligations incurred after December 31, 2021 in the ordinary course of each filing date business that are not material and (ii) obligations under contracts made in the ordinary course of the Form S-4 or any amendment thereto, the business that would not be required to be reflected in financial statements prepared in accordance with U.S. generally accepted accounting principles, consistently applied during the periods involved ("GAAP"). PrivateCo has made available to Buyer its unaudited financial statements as of Sonnet included in and for the Form S-4 years ended December 31, 2020 and 2021, and unaudited financial statements as of and for the nine-month period ended September 30, 2022. Such financial statements complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”), consistently applied during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of Sonnet each of PrivateCo and the Sonnet Subsidiaries as of PrivateCo Subsidiaries, on a consolidated basis, at the respective dates thereof and the results of its operations and cash flows for the periods then ended (subjectindicated, in except that the case of unaudited statements, interim financial statements will be subject to normal year-end audit adjustments which will not be material, either individually or in the aggregate). No other information provided by or on behalf of Sonnet PrivateCo to any of the Buyers which is not included in the Form S-4 (including, without limitation, information referred to in Section 2(d) of this Agreement or in the disclosure schedules to this Agreement) contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstance under which they are or were made, not misleading.

S-4; Financial Statements. As of the dates of the filing of the Form S-4, including any amendments thereto, the sections of the Form S-4 titled “Risk Factors – — Risks Relating Related to SonnetTimber’s Business Business, Financial Position and Stock Ownership in SonnetCapital Requirements,” “Sonnet Timber Business,” “Sonnet Timber Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Certain Relationships and Related-Related Party Transactions – Sonnetof Directors and Executive Officers of Timber” and “Principal Stockholders Securityholders of SonnetTimber,” at the time the Form S-4 or such amendment thereto was filed with the SEC, did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As of each filing date of the Form S-4 or any amendment thereto, the financial statements of Sonnet Timber included in the Form S-4 complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”), consistently applied during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of Sonnet Timber and the Sonnet Timber Subsidiaries as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments which will not be material, either individually or in the aggregate). No other information provided by or on behalf of Sonnet Timber to any of the Buyers which is not included in the Form S-4 (including, without limitation, information referred to in Section 2(d) of this Agreement or in the disclosure schedules to this Agreement) contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstance under which they are or were made, not misleading.

S-4; Financial Statements. As of the dates of the filing of the Form S-4, including any amendments theretodate hereof, the sections of the Draft Form S-4 titled “Risk Factors – Risks Relating Related to Sonnet’s Business and Stock Ownership in SonnetOcuphire,” “Sonnet Ocuphire Business,” “Sonnet Ocuphire Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Certain Relationships and Related-Related Party Transactions of Directors and Executive Officers of the Combined Company – SonnetOcuphire Transactions” and “Principal Stockholders of SonnetOcuphire,” and at the time the Final Form S-4 or such amendment thereto was is filed with the SEC, did not do not, and will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As of the date hereof, the Draft Form S-4, and as of each filing date of the Final Form S-4 or any amendment thereto, the financial statements of Sonnet Ocuphire included in the Draft Form S-4 complied comply, and in the Final Form S-4 will comply, as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements have been been, and will be, prepared in accordance with U.S. generally accepted accounting principles consistently applied during the periods involved (“GAAP”), consistently applied during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of Sonnet Ocuphire and the Sonnet Ocuphire Subsidiaries as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments which will not be material, either individually or in the aggregate). No other information provided by or on behalf of Sonnet Ocuphire to any of the Buyers which is not included in the Draft Form S-4 (including, without limitation, information referred to in Section 2(d) of this Agreement or in the disclosure schedules to this Agreement) contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstance under which they are or were made, not misleading.

S-4; Financial Statements. As of the dates of the filing of the Form S-4, including any amendments theretoInitial Subscription Date, the sections of the Draft Form S-4 titled “"Risk Factors – Risks Relating Related to Sonnet’s Business and Stock Ownership in SonnetOcuphire,” “Sonnet " "Ocuphire Business,” “Sonnet " "Ocuphire Management’s 's Discussion and Analysis of Financial Condition and Results of Operations,” “Certain Relationships and Related-" "Related Party Transactions of Directors and Executive Officers of the Combined Company – Sonnet” Ocuphire Transactions" and “"Principal Stockholders of SonnetOcuphire,” " and at the time the Final Form S-4 or such amendment thereto was is filed with the SEC, did not do not, and will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As of the Initial Subscription Date, the Draft Form S-4, and as of each filing date of the Final Form S-4 or any amendment thereto, the financial statements of Sonnet Ocuphire included in the Draft Form S-4 complied comply, and in the Final Form S-4 will comply, as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements have been been, and will be, prepared in accordance with U.S. generally accepted accounting principles (“GAAP”), consistently applied during the periods involved ("GAAP"), (except (i) as may be otherwise indicated in such financial statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of Sonnet Ocuphire and the Sonnet Ocuphire Subsidiaries as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments which will not be material, either individually or in the aggregate). No other information provided by or on behalf of Sonnet Ocuphire to any of the Buyers which is not included in the Draft Form S-4 (including, without limitation, information referred to in Section 2(d) of this Agreement or in the disclosure schedules to this Agreement) contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstance under which they are or were made, not misleading.

S-4; Financial Statements. As of the dates of the filing of the Form S-4, including the filing on June 14, 2019 substantially in the form previously provided to the Buyers and any amendments thereto, the sections of the Form S-4 titled “Risk Factors – Factors—Risks Relating Related to Sonnet’s Business and Stock Ownership in SonnetOcugen,” “Sonnet Risk Factors—Risks Related to Ocugen’s Intellectual Property,” “Ocugen Business,” “Sonnet Ocugen Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Certain Relationships and Related-Party Transactions – Sonnet” and “Principal Stockholders of SonnetOcugen,” did not, and at the time the Form S-4 or such amendment thereto was is filed with the SECSEC will not, did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As of each filing date of the Form S-4 or any amendment thereto, the financial statements of Sonnet Ocugen included in the Form S-4 complied will comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements have been will be prepared in accordance with U.S. generally accepted accounting principles (“GAAP”), consistently applied during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of Sonnet Ocugen and the Sonnet Ocugen Subsidiaries as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments which will not be material, either individually or in the aggregate). No other information provided by or on behalf of Sonnet Ocugen or Histogenics relating to Ocugen to any of the Buyers which is not included in the Form S-4 in the form previously provided to the Buyers (including, without limitation, information referred to in Section 2(d) of this Agreement or in the disclosure schedules to this Agreement) contains or will contain any untrue statement of a material fact or omits or will omit to state any material fact necessary in order to make the statements therein, in the light of the circumstance under which they are or were made, not misleading.

S-4; Financial Statements. As of the dates of the filing of the Form S-4, including any amendments thereto, the sections of the Form S-4 titled “"Risk Factors – Factors—Risks Relating Related to Sonnet’s Business and Stock Ownership in SonnetSeelos,” “Sonnet " "Risk Factors—Risks Related to Seelos' Intellectual Property," "Seelos Business,” “Sonnet " "Seelos Management’s 's Discussion and Analysis of Financial Condition and Results of Operations,” “Certain Relationships " and Related-Party Transactions – Sonnet” and “"Principal Stockholders of SonnetSeelos,” " at the time the Form S-4 or such amendment thereto was filed with the SEC, did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As of each filing date of the Form S-4 or any amendment thereto, the financial statements of Sonnet Seelos included in the Form S-4 complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“"GAAP”"), consistently applied during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of Sonnet and the Sonnet Subsidiaries Seelos as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments which will not be material, either individually or in the aggregate). No other information provided by or on behalf of Sonnet Seelos or Apricus relating to Seelos to any of the Buyers which is not included in the Form S-4 (including, without limitation, information referred to in Section 2(d) of this Agreement or in the disclosure schedules to this Agreement) contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstance under which they are or were made, not misleading.