The Locked Box Accounts. (a) A copy of the Locked Box Accounts is attached to or enclosed in the Disclosure Letter.
(b) The Locked Box Accounts have been prepared with due care and attention in accordance with accounting principles used by each Group Company in the course of preparing the Management Accounts and on a basis consistent with that used in preparing the Management Accounts.
(c) The Locked Box Accounts give a materially accurate view of the assets, liabilities and state of affairs of each of the Group Companies and of the Group Companies as a group at the Locked Box Date and of the profits or losses for the period concerned and are not misleading.
(d) The Locked Box Accounts make proper provision for, reserve for or disclose, as appropriate:
(i) all liabilities, whether actual, contingent, unquantified or disputed;
(ii) all capital commitments, whether actual or contingent;
(iii) all impairment losses in respect of trade receivables and other financial assets;
(iv) all extraordinary, exceptional or non-recurring items;
(v) all changes in accounting policies; and
(vi) all transactions with the Seller, any Associate of the Seller, any Director or any Associate of any Director, of each Group Company as at the Locked Box Date.
The Locked Box Accounts. The Locked Box Accounts:
(a) have been prepared in good faith and with all due care and attention and in accordance with accounting policies, statements and practices used in preparing the Accounts applied on a consistent basis; and
(b) are not misleading and fairly present the state of affairs, the assets, liabilities, profits and losses of the Company as at the Locked Box Accounts Date for the period for which they are prepared.
The Locked Box Accounts. The Locked Box Accounts have been prepared in good faith and with due care and attention and in accordance with IFRS on a consistent basis with past management accounts and do not materially misstate the assets and liabilities and state of affairs of the Company as at the Locked Box Accounts Date.
The Locked Box Accounts. 3.7.1 have been prepared with reasonable care and, except in respect of: (i) U.S. Taxation; (ii) the THG USD Loan; and (iii) the THG AUD Loan, in a manner consistent with the same accounting principles, practices, estimation techniques, measurement bases, procedures and policies (including in relation to the exercise of accounting discretion or judgement) of THG used in preparing its publicly filed accounts in accordance with U.S. generally accepted accounting principles; and
3.7.2 having regard to the purpose for which they were prepared (i.e., as the reference accounts for the purpose of enabling the Buyer to calculate the Consideration), give a reasonably accurate view of the assets, liabilities and financial position of the Group and of its profits, and are not misleading in any material respect.
The Locked Box Accounts. (i) have been prepared with due care and attention, having regard to their nature and purpose; and (ii) in all material respects, do not misstate the assets and liabilities of the Existing XxxX Subsidiaries at the Locked Box Date and the profit and loss for the period.
The Locked Box Accounts. (a) have been prepared in accordance with the same accounting policies, practices, methods and estimation techniques used in the preparation of the Accounts, with due care and on a basis consistent in all material respects with that adopted in the preparation of the Accounts; and
(b) are not misleading in any material respect and do not materially overstate the value of the assets or materially understate the liabilities (actual, contingent or otherwise) of the Group as at the Locked Box Date. In interpreting the statements in this paragraph 3.3, regard must be had to the purpose for which the Locked Box Accounts were prepared and the fact that they were not prepared to an audit standard.
The Locked Box Accounts. The audited consolidated accounts of the Company in respect of the twelve (12) month period ended on the Locked Box Accounts Date provided in the Data Room (the Locked Box Accounts):
(A) have been prepared in accordance with the IFRS and in accordance with the laws of Luxembourg; and
(B) give in all material respects a true and fair view of the state of affairs of the MACH Group on a consolidated basis and its consolidated assets and liabilities as at the Locked Box Accounts Date and of the results thereof for the financial year ended on the Locked Box Accounts Date.
The Locked Box Accounts. 1.2.1 The Locked Box Accounts have been prepared on the bases stated therein and, subject thereto, on a basis consistent, in all material respects, with the accounting policies used to prepare the Accounts.
1.2.2 The Locked Box Accounts show a true and fair view, on the bases stated therein, of the assets, liabilities and state of affairs of the Group as at the Locked Box Date.
1.2.3 The Locked Box Accounts provide adequately, in accordance with IFRS, for bad and doubtful debts, liabilities (actual, contingent or otherwise) and financial commitments existing at the Locked Box Date.
1.2.4 All exceptional, non-recurring items arising in the period covered by the Locked Box Accounts have been reflected in the Locked Box Accounts on a basis that is consistent with the accounting principles and practices that were adopted for the treatment of such items for the purposes of the Accounts.
1.2.5 The Locked Box Accounts reserve or provide in accordance with IFRS for all Tax liable to be assessed on the Group, or for which it is or may become accountable, for all Events occurring on or before the Locked Box Date (whether or not the Group has or may have a right or reimbursement against another person). The Locked Box Accounts reserve in accordance with IFRS for all contingent or deferred liabilities to Tax for all events occurring on or before the Locked Box Date.
The Locked Box Accounts. The Locked Box Accounts have been prepared in good faith and with all due care and attention in accordance with IFRS and the accounting policies, principles, estimation techniques, measurement bases, practices and procedures used in preparing the Last Accounts (in each case applied on a consistent basis) and fairly present the state of affairs and financial position, profits, losses, assets and liabilities of the Target Companies as at the Locked Box Accounts Date and the results thereof for the financial year ended on the Locked Box Accounts Date, provided that this Warranty shall not apply in respect of deferred tax in the Locked Box Accounts.
The Locked Box Accounts. The Locked Box Accounts have been prepared in accordance with K-GAAP and fairly represent the assets and liabilities and profit and losses of the Company as of the date on which they have been prepared. The Locked Box Accounts do not (i) materially misstate, or omit any material item regarding, the assets or liabilities of the Company as at the Locked Box Date, or (ii) materially misstate, or omit any material item regarding, the profits or losses of the Company in respect of the period to which they relate.
