Common use of Fair Presentation Clause in Contracts

Fair Presentation. The Company Financial Statements present fairly the financial position of the Company as of the respective dates thereof and the results of operations and cash flows of the Company for the periods covered thereby. The Company Financial Statements have been prepared in accordance with GAAP applied on a consistent basis throughout the periods covered, except that the financial statements referred to in Section 2.4(a)(ii) do not contain footnotes and are subject to normal recurring year-end adjustments, such adjustments not being material in amount.

Appears in 1 contract

Sources: Merger Agreement (Oclaro, Inc.)

Fair Presentation. The Company Financial Statements present fairly in all material respects the financial position of the Company as of the respective dates thereof and the results of operations and cash flows of the Company for the periods covered thereby. The Except as set forth in Part 2.4(b) of the Disclosure Schedule, the Company Financial Statements have been prepared in accordance with GAAP applied on a consistent basis throughout the periods covered, except that the financial statements referred to in Section 2.4(a)(ii) do not contain footnotes and are subject to normal recurring year-end adjustments, such adjustments not being material in amountfootnotes.

Appears in 1 contract

Sources: Unit Purchase Agreement (Northrim Bancorp Inc)

Fair Presentation. The Company Financial Statements present fairly the financial position of the Company as of the respective dates thereof and the results of operations and cash flows of the Company for the periods covered therebythereby (except that the unaudited Company Financial Statements are subject to normal year-end audit adjustments, which are not expected to be material in amount or significance). The Company Financial Statements have been prepared in accordance with GAAP applied on a consistent basis throughout the periods covered, except that the financial statements referred to in Section 2.4(a)(ii) do not contain footnotes and are subject to normal recurring year-end adjustments, such adjustments not being material in amountfootnotes.

Appears in 1 contract

Sources: Merger Agreement (Oclaro, Inc.)

Fair Presentation. The Company Financial Statements present fairly in all material respects the financial position of the Company Acquired Companies as of the respective dates thereof and the results of operations and cash flows of the Company Acquired Companies for the periods covered thereby. The Company Financial Statements have been prepared in accordance with GAAP applied on a consistent basis throughout the periods covered, except that the unaudited financial statements referred to in Section 2.4(a)(ii2.4(a) do not contain footnotes the accounting for stock compensation expense, deferred income taxes, footnotes, and are subject to normal recurring year-end audit adjustments, such adjustments not being material in amount.

Appears in 1 contract

Sources: Merger Agreement (Yelp Inc)

Fair Presentation. The Company Financial Statements present fairly fairly, in all material respects, the financial position of the Company as of the respective dates thereof and the results of operations and cash flows of the Company for the periods covered thereby. The Company Financial Statements have been prepared in accordance with GAAP applied on a consistent basis throughout the periods covered, except (i) as may be indicated in the notes thereto, and (ii) that the financial statements referred to in Section 2.4(a)(ii) do not contain footnotes and are subject to normal and recurring year-end adjustments, such adjustments not being material in amount.

Appears in 1 contract

Sources: Merger Agreement (Viggle Inc.)

Fair Presentation. The Company Financial Statements present fairly in all material respects the financial position of the Company as of the respective dates thereof and the results of operations and cash flows of the Company for the periods covered thereby. The Company Financial Statements have been prepared prepared, subject in the case of the financial statements referred to in Section 2.4(a)(ii) to normal recurring year-end adjustments, all in accordance with GAAP applied on a consistent basis throughout the periods covered, except that the financial statements referred to in Section 2.4(a)(ii) do not contain footnotes and are subject to normal recurring year-end adjustments, such adjustments not being material in amountfootnotes.

Appears in 1 contract

Sources: Merger Agreement (Veracyte, Inc.)

Fair Presentation. The Company Financial Statements present fairly in all material respects the financial position of the Company Acquired Companies as of the respective dates thereof and the results of operations and cash flows of the Company Acquired Companies for the periods covered thereby. The Company Financial Statements have been prepared in accordance with GAAP applied on a consistent basis throughout the periods covered, except (i) as may be indicated in the footnotes to the Company Financial Statements and (ii) that the financial statements referred to in Section 2.4(a)(ii) Unaudited Interim Balance Sheets do not contain footnotes and are subject to normal recurring year-end adjustments, such adjustments not being material in amount.

Appears in 1 contract

Sources: Merger Agreement (Century Therapeutics, Inc.)

Fair Presentation. The Company Financial Statements present fairly fairly, in all material respects, the financial position of the Company as of the respective dates thereof and the results of operations and cash flows of the Company for the periods covered thereby. The Company Financial Statements have been prepared in accordance with GAAP applied on a consistent basis throughout the periods covered, except (i) as may be indicated in the notes thereto, (ii) as permitted by GAAP and (iii) that the financial statements referred to in Section 2.4(a)(ii) do not contain footnotes and are subject to normal recurring year-end adjustments, such adjustments not being material in amount.

Appears in 1 contract

Sources: Merger Agreement (Viggle Inc.)

Fair Presentation. The Company Financial Statements present fairly fairly, in all material respects, the consolidated financial position of the Company as of the respective dates thereof and the results of operations and cash flows of the Company for the periods covered thereby. The Company Financial Statements have been prepared in accordance with GAAP applied on a consistent basis throughout the periods coveredcovered thereby and have been derived from and are in agreement with the books and accounting records of the Company and represent only actual, except bona fide transactions; provided, however that the financial statements referred to in Section 2.4(a)(ii) Interim Financial Statements do not contain include footnotes and are subject to or other presentation items or normal recurring year-end adjustments, such adjustments (which will not being material in amountbe material).

Appears in 1 contract

Sources: Merger Agreement (Compass Group Diversified Holdings LLC)

Fair Presentation. The Company Financial Statements present fairly the financial position of the Company as of the respective dates thereof and the results of operations and cash flows of the Company for the periods covered thereby. The Company Financial Statements have been prepared in accordance with GAAP applied on a consistent basis throughout the periods covered; provided, except however, that the financial statements referred to in Section 2.4(a)(ii) do not contain footnotes and unaudited Company Financial Statements are subject to normal recurring year-end adjustments, such audit adjustments (which are not being expected to be material either individually or in amount.the aggregate) and do not contain all footnotes required under GAAP

Appears in 1 contract

Sources: Merger Agreement (Newlink Genetics Corp)