Common use of Financial Representations Clause in Contracts

Financial Representations. (a) Included with the Parent SEC Documents are true, correct, and complete copies of the Parent Financial Statements. (b) The Parent Financial Statements: (i) are in accordance with the books and records of the Parent; (ii) present fairly the financial condition of the Parent as of the respective dates indicated and the results of operations for such periods; and (iii) have been prepared in accordance with GAAP and reflect the consistent application of GAAP throughout the periods involved. (c) All material financial transactions of the Parent have been accurately recorded in the books and records of the Parent and such books and records fairly present the financial position and the affairs of the Parent. (d) To the Knowledge of the Parent other than the costs and expenses incurred in connection with the negotiation and consummation of the transactions contemplated herein, neither the Parent nor its Subsidiaries have material liabilities, net of cash, which: (i) are not set forth in the Parent Financial Statements or have not heretofore been paid or discharged; (ii) did not arise in the ordinary course of business under any Contract or plan that has been specifically disclosed in writing to the Company; or (iii) have not been incurred in amounts and pursuant to practices consistent with past business practice, in or as a result of the ordinary course of its business since the Parent Accounting Date, and otherwise disclosed in writing to the Parent. (e) To the Knowledge of the Parent except to the extent reflected or reserved against in the Parent Financial Statements or incurred subsequent to the Parent Accounting Date in the ordinary course of the Parent Business, the Parent has no outstanding indebtedness or liabilities, and any liabilities incurred by the Parent in the ordinary course of business since the Parent Accounting Date have not had a Parent Material Adverse Effect. (f) Since the Parent Accounting Date, there have not been: (i) any changes in the condition or operations of the Parent Business, or the assets or financial affairs of the Parent or its Subsidiaries which have caused, individually or in the aggregate, a Parent Material Adverse Effect; or (ii) any damage, destruction or loss, labor trouble or other event, development or condition, of any character (whether or not covered by insurance), which has caused or may cause a Parent Material Adverse Effect. (g) Since the Parent Accounting Date, and other than as contemplated by this Agreement, neither the Parent nor any of its subsidiaries has: (i) transferred, assigned, sold or otherwise disposed of any of the assets shown or reflected in the Parent Financial Statements or cancelled any debts or claims; (ii) incurred or assumed any material liability (other than costs incurred in connection with the Merger); (iii) discharged or satisfied any Liens, or paid any liabilities, other than current liabilities or the current portion of long term liabilities disclosed in the Parent Financial Statements, or current liabilities incurred since the date thereof in the ordinary course of business; (iv) declared, made, or committed itself to make any payment of any dividend or other distribution in respect of any of the Parent Securities, nor has it purchased, redeemed, subdivided, consolidated, or reclassified any of the Parent Securities; (v) made any gift of money or of any assets to any Person; (vi) purchased or sold any assets; (vii) made commitments or agreements for capital expenditures or capital additions or betterments exceeding $250,000; (viii) amended or changed, or taken any action to amend or change, its organizational documents; (ix) made payments of any kind to or on behalf of either shareholder or any Related Party of a shareholder, nor under any management agreement, save and except business related expenses in the ordinary course of business and at the regular rates payable; (x) created, incurred, assumed or guaranteed any indebtedness for money borrowed, or subjected any of the material assets or properties of the Parent or any of its subsidiaries to any lien of any nature whatsoever; (xi) increased the salaries or other compensation of, or made any advance (excluding advances for ordinary and necessary business expenses) or loan to, any of its Employees, or made any increase in, or any addition to, other benefits to which any of its Employees may be entitled; (xii) made or suffered any amendment or termination of any Material Contract, or cancelled, modified or waived any substantial debts or claims held by it or waived any rights of substantial value, other than in the ordinary course of business; (xiii) adopted or increased the payments to or benefits under any employee plan; or (xiv) authorized or agreed, or otherwise have become committed, to do any of the foregoing. (h) Neither the Parent nor any of its Subsidiaries has any guarantees, indemnities or contingent or indirect obligations with respect to the liabilities of any other Person, including any obligation to service the debt of, or otherwise acquire an obligation of, another Person, or to supply funds to, or otherwise maintain any working capital or other balance sheet condition of, any other Person. (i) Neither the Parent nor any of its Subsidiaries is a party to, bound by or subject to any Contract or Applicable Laws that would be violated or breached by, or under which default would occur, or which could be terminated, cancelled or accelerated, in whole or in part, as a result of the execution and delivery of this Agreement or the consummation of any of the transactions provided for in this Agreement.

Financial Representations. (a) Included with the Parent SEC Purchaser Documents are true, correct, and complete copies of the Parent Purchaser Financial Statements. (b) The Parent Purchaser Financial Statements: (i) are in accordance with the books and records of the ParentPurchaser; (ii) present fairly the financial condition of the Parent Purchaser as of the respective dates indicated and the its results of operations for such periods; and (iii) have been prepared in accordance with GAAP and reflect the consistent application of GAAP throughout the periods involvedUS GAAP. (c) All material financial transactions of the Parent have been accurately recorded in the books and records of the Parent and such books and records fairly present the financial position and the affairs of the Parent. (d) To the Knowledge of the Parent other Other than the costs and expenses incurred in connection with the negotiation and consummation of the transactions contemplated hereinTransaction, neither the Parent nor its Subsidiaries Purchaser does not have any material liabilitiesLiabilities or obligations, net of cash, either direct or indirect, matured or unmatured, absolute, contingent or otherwise, that exceed $50,000, which: (i) are not set forth in the Parent Purchaser Financial Statements or have not heretofore been paid or discharged; (ii) did not arise in the regular and ordinary course of business under any Contract or plan that has been specifically disclosed in writing to the Companybusiness; or (iii) have not been incurred in amounts and pursuant to practices consistent with past business practice, in or as a result of the regular and ordinary course of its business Business since the Parent Purchaser Accounting Date, and otherwise disclosed in writing to the Parent. (ed) To the Knowledge of the Parent except Except to the extent reflected or reserved against in the Parent Purchaser Financial Statements or incurred subsequent to the Parent Purchaser Accounting Date in the ordinary and usual course of the Parent Businessbusiness of the Purchaser, the Parent has no Purchaser does not have any outstanding indebtedness Indebtedness or liabilitiesany Liabilities or obligations (whether accrued, absolute, contingent or otherwise), and any liabilities Liabilities or obligations incurred by the Parent in the ordinary and usual course of business since the Parent Purchaser Accounting Date have not had a Parent Material Adverse EffectEffect on the Purchaser. (fe) Since the Parent Purchaser Accounting Date, there have not been: (i) any changes in the condition or operations of the Parent BusinessBusiness of the Purchaser, the Purchaser’s assets or the assets or financial affairs of the Parent or its Subsidiaries Purchaser which have caused, individually or in the aggregate, a Parent Material Adverse EffectEffect on the Purchaser; or (ii) any damage, destruction or loss, labor labour trouble or other event, development or condition, of any character (whether or not covered by insurance)) which is not generally known or which has not been disclosed to the Purchaser, which has caused or may cause a Parent Material Adverse Effect. (g) Since Effect on the Parent Accounting Date, Purchaser. The Purchaser has not received any advice or notification from its independent chartered accountants that the Purchaser has used any improper accounting practice that would have the effect of not reflecting or incorrectly reflecting in the Purchaser Financial Statements or the books and other than as contemplated by this Agreement, neither the Parent nor any of its subsidiaries has: (i) transferred, assigned, sold or otherwise disposed of any records of the Purchaser, any properties, assets, Liabilities, revenues, or expenses. The books, records and accounts of the Purchaser accurately and fairly reflect, in reasonable detail, the assets shown and Liabilities of the Purchaser. The Purchaser has not engaged in any transaction, maintained any bank account, or used any funds of the Purchaser, except for transactions, bank accounts and funds which have been and are reflected in the Parent Financial Statements or cancelled any debts or claims; (ii) incurred or assumed any material liability (other than costs incurred in connection with the Merger); (iii) discharged or satisfied any Liens, or paid any liabilities, other than current liabilities or the current portion of long term liabilities disclosed in the Parent Financial Statements, or current liabilities incurred since the date thereof in the ordinary course of business; (iv) declared, made, or committed itself to make any payment of any dividend or other distribution in respect of any normally maintained books and records of the Parent Securities, nor has it purchased, redeemed, subdivided, consolidated, or reclassified any of the Parent Securities; (v) made any gift of money or of any assets to any Person; (vi) purchased or sold any assets; (vii) made commitments or agreements for capital expenditures or capital additions or betterments exceeding $250,000; (viii) amended or changed, or taken any action to amend or change, its organizational documents; (ix) made payments of any kind to or on behalf of either shareholder or any Related Party of a shareholder, nor under any management agreement, save and except business related expenses in the ordinary course of business and at the regular rates payable; (x) created, incurred, assumed or guaranteed any indebtedness for money borrowed, or subjected any of the material assets or properties of the Parent or any of its subsidiaries to any lien of any nature whatsoever; (xi) increased the salaries or other compensation of, or made any advance (excluding advances for ordinary and necessary business expenses) or loan to, any of its Employees, or made any increase in, or any addition to, other benefits to which any of its Employees may be entitled; (xii) made or suffered any amendment or termination of any Material Contract, or cancelled, modified or waived any substantial debts or claims held by it or waived any rights of substantial value, other than in the ordinary course of business; (xiii) adopted or increased the payments to or benefits under any employee plan; or (xiv) authorized or agreed, or otherwise have become committed, to do any of the foregoingPurchaser. (h) Neither the Parent nor any of its Subsidiaries has any guarantees, indemnities or contingent or indirect obligations with respect to the liabilities of any other Person, including any obligation to service the debt of, or otherwise acquire an obligation of, another Person, or to supply funds to, or otherwise maintain any working capital or other balance sheet condition of, any other Person. (i) Neither the Parent nor any of its Subsidiaries is a party to, bound by or subject to any Contract or Applicable Laws that would be violated or breached by, or under which default would occur, or which could be terminated, cancelled or accelerated, in whole or in part, as a result of the execution and delivery of this Agreement or the consummation of any of the transactions provided for in this Agreement.

Financial Representations. (a) Included with the Parent SEC Documents Disclosure Records are true, correct, and complete copies of the Parent Purchaser Financial Statements. (ba) The Parent Purchaser Financial Statements: (i) are in accordance with the books and records of the ParentPurchaser; (ii) present fairly the financial condition of the Parent Purchaser as of the respective dates indicated and the results of operations for such periods; and (iii) have been prepared in accordance with GAAP IFRS and reflect the consistent application of GAAP IFRS throughout the periods involved. (cb) All material financial transactions of the Parent Purchaser have been accurately recorded in the books and records of the Parent Purchaser and such books and records fairly present the financial position and the affairs of the ParentPurchaser. (dc) To the Knowledge of the Parent other Other than the costs and expenses incurred in connection with the negotiation and consummation of the transactions contemplated herein, neither the Parent nor its Subsidiaries have Purchaser has no material liabilitiesLiabilities or obligations, net of cash, which: (i) are not set forth in the Parent Purchaser Financial Statements or have not heretofore been paid or discharged; (ii) did not arise in the regular and ordinary course of business under any Contract or plan that has been specifically disclosed in writing to the CompanyTarget; or (iii) have not been incurred in amounts and pursuant to practices consistent with past business practice, in or as a result of the regular and ordinary course of its business since the Parent Purchaser Accounting Date, and otherwise disclosed in writing to the ParentTarget. (ed) To the Knowledge of the Parent except Except to the extent reflected or reserved against in the Parent Purchaser Financial Statements or incurred subsequent to the Parent Purchaser Accounting Date in the ordinary and usual course of the Parent Purchaser Business, the Parent Purchaser has no outstanding indebtedness or liabilitiesany Liabilities or obligations, and any liabilities Liabilities or obligations incurred by the Parent Purchaser in the ordinary and usual course of business since the Parent Accounting Date have not had a Parent Material Adverse EffectEffect on the Purchaser or the Purchaser Business. (fe) Since the Parent Purchaser Accounting Date, there have not been: (i) any changes in the condition or operations of the Parent Purchaser Business, or the assets or financial affairs of the Parent or its Subsidiaries Purchaser which have caused, individually or in the aggregate, a Parent Material Adverse EffectEffect on the Purchaser or the Purchaser Business; or (ii) any damage, destruction or loss, labor trouble or other event, development or condition, of any character (whether or not covered by insurance), which is not generally known or which has caused not been disclosed to the Target, which has or may cause a Parent Material Adverse EffectEffect on the Purchaser or the Purchaser Business. (gf) Since the Parent Purchaser Accounting Date, and other than as contemplated by this Agreement, neither the Parent nor any of its subsidiaries hasPurchaser has not: (i) transferred, assigned, sold or otherwise disposed of any of the assets shown or reflected in the Parent Purchaser Financial Statements or cancelled any debts or claims; (ii) incurred or assumed any material liability (other than costs incurred in connection with the Merger)Liability; (iii) issued or sold any shares in its capital or any warrants, bonds, debentures or other corporate securities, or issued, granted or delivered any right, option or other commitment for the issue of any such or other securities; (iv) discharged or satisfied any Liens, or paid any liabilitiesLiabilities, other than current liabilities Liabilities or the current portion of long term liabilities Liabilities disclosed in the Parent Purchaser Financial Statements, or current liabilities Liabilities incurred since the date thereof in the ordinary and usual course of business; (ivv) declared, made, or committed itself to make any payment of any dividend or other distribution in respect of any of the Parent Securitiesits shares, nor has it purchased, redeemed, subdivided, consolidated, or reclassified any of the Parent Securitiesits shares; (vvi) made any gift of money or of any assets to any Person; (vivii) purchased or sold any assets; (vii) made commitments or agreements for capital expenditures or capital additions or betterments exceeding $250,000; (viii) amended or changed, or taken any action to amend or change, its organizational documentsOrganizational Documents; (ix) made payments of any kind to or on behalf of either shareholder or any Related Party of a shareholder, nor under any management agreement, save and except business related expenses in the ordinary and usual course of business and at the regular rates payable; (x) created, incurred, assumed or guaranteed any indebtedness for money borrowed, or subjected any of the material assets or properties of the Parent or any of its subsidiaries Purchaser to any lien Lien of any nature whatsoever; (xi) increased the salaries or other compensation of, or made any advance (excluding advances for ordinary and necessary business expenses) or loan to, any of its Employees, or made any increase in, or any addition to, other benefits to which any of its Employees may be entitled; (xii) made or suffered any amendment or termination of any Material Contract, or cancelled, modified or waived any substantial debts or claims held by it or waived any rights of substantial value, other than in the ordinary course of business; (xiii) adopted or increased the payments to or benefits under any employee plan; or (xivxii) authorized or agreed, or otherwise have become committed, to do any of the foregoing. (hg) Neither the Parent nor any of its Subsidiaries The Purchaser has any no guarantees, indemnities or contingent or indirect obligations with respect to the liabilities Liabilities or obligations of any other Person, including any obligation to service the debt of, or otherwise acquire an obligation of, another Person, or to supply funds to, or otherwise maintain any working capital or other balance sheet condition of, any other Person. (ih) Neither the Parent nor any of its Subsidiaries The Purchaser is not a party to, bound by or subject to any Contract or Applicable Laws Legal Requirement that would be violated or breached by, or under which default would occur, or which could be terminated, cancelled or accelerated, in whole or in part, as a result of the execution and delivery of this Agreement or the consummation of any of the transactions provided for in this Agreement.

Financial Representations. (a) Included with the Parent SEC Documents Disclosure Records are true, correct, and complete copies of the Parent Financial Statements. (ba) The Parent Financial Statements: (i) are in accordance with the books and records of the Parent; (ii) present fairly the financial condition of the Parent as of the respective dates indicated and the results of operations for such periods; and (iii) have been prepared in accordance with GAAP and reflect the consistent application of GAAP throughout the periods involved. (cb) All material financial transactions of the Parent have been accurately recorded in the books and records of the Parent and such books and records fairly present the financial position and the affairs of the Parent. (dc) To the Knowledge of the Parent other Other than the costs and expenses incurred in connection with the negotiation and consummation of the transactions contemplated hereinTransaction, neither the Parent nor its Subsidiaries have has no material liabilitiesLiabilities or obligations, net of cash, which: (i) are not set forth in the Parent Financial Statements or have not heretofore been paid or discharged; (ii) did not arise in the regular and ordinary course of business under any Contract or plan that has been specifically disclosed in writing to the CompanyParent; or (iii) have not been incurred in amounts and pursuant to practices consistent with past business practice, in or as a result of the regular and ordinary course of its business since the Parent Accounting Date, and otherwise disclosed in writing to the Parent. (ed) To the Knowledge of the Parent except Except to the extent reflected or reserved against in the Parent Financial Statements or incurred subsequent to the Parent Accounting Date in the ordinary and usual course of the Parent BusinessParent’s business, the Parent has no outstanding indebtedness or liabilitiesany Liabilities or obligations, and any liabilities Liabilities or obligations incurred by the Parent in the ordinary and usual course of business since the Parent Accounting Date have not had a Parent Material Adverse EffectEffect on the Parent or its business. (fe) Since the Parent Accounting Date, there have not been: (i) any changes in the condition or operations of the Parent BusinessParent’s business, or the assets or financial affairs of the Parent or its Subsidiaries which have caused, individually or in the aggregate, a Parent Material Adverse EffectEffect on the Parent or the Parent’s business; or (ii) any damage, destruction or loss, labor trouble or other event, development or condition, of any character (whether or not covered by insurance), which is not generally known or which has caused not been disclosed to Parent, which has or may cause a Parent Material Adverse EffectEffect on the Parent or the Parent’s business. (gf) Since the Parent Accounting Date, and other than as contemplated by this Agreement, neither the Parent nor any of its subsidiaries hashas not: (i) transferred, assigned, sold or otherwise disposed of any of the assets shown or reflected in the Parent Financial Statements or cancelled any debts or claims; (ii) incurred or assumed any material liability (other than costs incurred in connection with the Merger)Liability; (iii) issued or sold any shares in its capital or any warrants, bonds, Parent Shares or other corporate securities, or issued, granted or delivered any right, option or other commitment for the issue of any such or other securities; (iv) discharged or satisfied any Liens, or paid any liabilitiesLiabilities, other than current liabilities Liabilities or the current portion of long term liabilities Liabilities disclosed in the Parent Financial Statements, or current liabilities Liabilities incurred since the date thereof in the ordinary and usual course of business; (ivv) declared, made, made or committed itself to make any payment of any dividend or other distribution in respect of any of the Parent Securitiesits shares, nor has it purchased, redeemed, subdivided, consolidated, or reclassified any of the Parent Securitiesits shares; (vvi) made any gift of money or of any assets to any Person; (vivii) purchased or sold any assets; (vii) made commitments or agreements for capital expenditures or capital additions or betterments exceeding $250,000; (viii) amended or changed, or taken any action to amend or change, its organizational documentsOrganizational Documents; (ix) made payments of any kind to or on behalf of either any shareholder or any Related Party of a shareholder, nor under any management agreement, save and except management or consulting fees pursuant to written agreements and business related expenses in the ordinary and usual course of business and at the regular rates payable; (x) created, incurred, assumed or guaranteed any indebtedness for money borrowed, or subjected any of the material assets or properties of the Parent or any of its subsidiaries to any lien Lien of any nature whatsoever; (xi) increased the salaries or other compensation of, or made any advance (excluding advances for ordinary and necessary business expenses) or loan to, any of its Employees, or made any increase in, or any addition to, other benefits to which any of its Employees may be entitled; (xii) made or suffered any amendment or termination of any Material Contract, or cancelled, modified or waived any substantial debts or claims held by it or waived any rights of substantial value, other than in the ordinary course of business; (xiii) adopted or increased the payments to or benefits under any employee plan; or (xivxii) authorized or agreed, or otherwise have become committed, to do any of the foregoing. (hg) Neither the The Parent nor any of its Subsidiaries has any no guarantees, indemnities or contingent or indirect obligations with respect to the liabilities Liabilities or obligations of any other Person, including any obligation to service the debt of, or otherwise acquire an obligation of, another Person, or to supply funds to, or otherwise maintain any working capital or other balance sheet condition of, any other Person. (ih) Neither the The Parent nor any of its Subsidiaries is not a party to, bound by or subject to any Contract or Applicable Laws Legal Requirement that would be violated or breached by, or under which default would occur, or which could be terminated, cancelled or accelerated, in whole or in part, as a result of the execution and delivery of this Agreement or the consummation of any of the transactions provided for in this AgreementTransaction.

Financial Representations. (a) Included with the Parent SEC Documents Disclosure Record are true, correct, and complete copies of the Parent Purchaser Financial Statements. (ba) The Parent Purchaser Financial Statements: (i) are in accordance with the books and records of the ParentPurchaser; (ii) present fairly the financial condition of the Parent Purchaser as of the respective dates indicated and the results of operations for such periods; and (iii) have been prepared in accordance with GAAP IFRS and reflect the consistent application of GAAP IFRS throughout the periods involved. (cb) All material financial transactions of the Parent Purchaser have been accurately recorded in the books and records of the Parent Purchaser and such books and records fairly present the financial position and the affairs of the ParentPurchaser. (dc) To the Knowledge of the Parent other Other than the costs and expenses incurred in connection with the negotiation and consummation of the transactions contemplated herein, neither the Parent nor its Subsidiaries have Purchaser has no material liabilitiesLiabilities, net of cash, which: (i) are not set forth in the Parent Purchaser Financial Statements or have not heretofore been paid or discharged; (ii) did not arise in the regular and ordinary course of business under any Contract or plan that has been specifically disclosed in writing to the CompanyPrismic; or (iii) have not been incurred in amounts and pursuant to practices consistent with past business practice, in or as a result of the regular and ordinary course of its business since the Parent Purchaser Accounting Date, and otherwise disclosed in writing to the ParentPrismic. (ed) To the Knowledge of the Parent except Except to the extent reflected or reserved against in the Parent Purchaser Financial Statements or incurred subsequent to the Parent Purchaser Accounting Date in the ordinary and usual course of the Parent Purchaser Business, the Parent Purchaser has no outstanding indebtedness or liabilitiesLiabilities, and any liabilities Liabilities incurred by the Parent Purchaser in the ordinary and usual course of business since the Parent Purchaser Accounting Date have not had a Parent Material Adverse EffectEffect on the Purchaser or the Purchaser Business. (fe) Since the Parent Purchaser Accounting Date, there have not been: (i) any changes in the condition or operations of the Parent Purchaser Business, or the assets or financial affairs of the Parent or its Subsidiaries Purchaser which have caused, individually or in the aggregate, a Parent Material Adverse EffectEffect on the Purchaser or the Purchaser Business; or (ii) any damage, destruction or loss, labor trouble or other event, development or condition, of any character (whether or not covered by insurance), which is not generally known or which has caused not been disclosed to Prismic, which has or may cause a Parent Material Adverse EffectEffect on the Purchaser or the Purchaser Business. (gf) Since the Parent Purchaser Accounting Date, and other than as contemplated by this AgreementAgreement or as set out in the Disclosure Record, neither the Parent nor any of its subsidiaries hasPurchaser has not: (i) transferred, assigned, sold or otherwise disposed of any of the material assets shown or reflected in the Parent Purchaser Financial Statements or cancelled any material debts or claims; (ii) incurred or assumed any material liability Liability (other than costs incurred in connection with the MergerTransaction); (iii) issued or sold any Purchaser Securities; (iv) discharged or satisfied any Liens, or paid any liabilitiesLiabilities, other than current liabilities Liabilities or the current portion of long term liabilities Liabilities disclosed in the Parent Purchaser Financial Statements, or current liabilities Liabilities incurred since the date thereof in the ordinary and usual course of business; (ivv) declared, made, or committed itself to make any payment of any dividend or other distribution in respect of any of the Parent Purchaser Securities, nor has it purchased, redeemed, subdivided, consolidated, or reclassified any of the Parent Purchaser Securities; (vvi) made any gift of money or of any assets to any Person; (vivii) purchased or sold any material assets; (vii) made commitments or agreements for capital expenditures or capital additions or betterments exceeding $250,000; (viii) amended or changed, or taken any action to amend or change, its organizational documentsOrganizational Documents; (ix) made payments of any kind to or on behalf of either any shareholder or any Related Party related party of a shareholder, nor under any management agreement, save and except business related expenses in the ordinary and usual course of business and at the regular rates payable; (x) created, incurred, assumed or guaranteed any indebtedness for money borrowed, or subjected any of the material assets or properties of the Parent or any of its subsidiaries Purchaser to any lien Lien of any nature whatsoever; (xi) increased the salaries amended or other compensation of, or made any advance (excluding advances for ordinary and necessary business expenses) or loan to, any of its Employees, or made any increase in, or any addition to, other benefits to which any of its Employees may be entitled; (xii) made or suffered any amendment or termination of terminated any Material Contract, or cancelled, modified or waived any substantial material debts or claims held by it or waived any rights of substantial value, other than in the ordinary course of business; (xiii) adopted or increased the payments to or benefits under any employee plan; or (xivxii) authorized or agreed, or otherwise have become committed, to do any of the foregoing. (hg) Neither the Parent nor any of its Subsidiaries The Purchaser has any no guarantees, indemnities or contingent or indirect obligations with respect to the liabilities Liabilities of any other Person, including any obligation to service the debt of, or otherwise acquire an obligation of, another Person, or to supply funds to, or otherwise maintain any working capital or other balance sheet condition of, any other Person, other than as set out in the Disclosure Record. (ih) Neither the Parent nor any of its Subsidiaries The Purchaser is not a party to, bound by or subject to any Contract or Applicable Laws that would be violated or breached by, or under which default would occur, or which could be terminated, cancelled or accelerated, in whole or in part, as a result of the execution and delivery of this Agreement or the consummation of any of the transactions provided for in this Agreement.

Financial Representations. (a) Included with the Parent SEC Documents Disclosure Record are true, correct, and complete copies of the Parent Purchaser Financial Statements. (ba) The Parent Purchaser Financial Statements: (i) are in accordance with the books and records of the ParentPurchaser; (ii) present fairly the financial condition of the Parent Purchaser as of the respective dates indicated and the results of operations for such periods; and (iii) have been prepared in accordance with GAAP IFRS and reflect the consistent application of GAAP IFRS throughout the periods involved. (cb) All material financial transactions of the Parent Purchaser have been accurately recorded in the books and records of the Parent Purchaser and such books and records fairly present the financial position and the affairs of the ParentPurchaser. (dc) To the Knowledge of the Parent other Other than the costs and expenses incurred in connection with the negotiation and consummation of the transactions contemplated herein, neither the Parent nor its Subsidiaries have Purchaser has no material liabilitiesLiabilities, net of cash, which: (i) are not set forth in the Parent Purchaser Financial Statements or have not heretofore been paid or discharged; (ii) did not arise in the regular and ordinary course of business under any Contract or plan that has been specifically disclosed in writing to the CompanyTarget; or (iii) have not been incurred in amounts and pursuant to practices consistent with past business practice, in or as a result of the regular and ordinary course of its business since the Parent Purchaser Accounting Date, and otherwise disclosed in writing to the ParentTarget. (ed) To the Knowledge of the Parent except Except to the extent reflected or reserved against in the Parent Purchaser Financial Statements or incurred subsequent to the Parent Purchaser Accounting Date in the ordinary and usual course of the Parent Purchaser Business, the Parent Purchaser has no outstanding indebtedness or liabilitiesLiabilities, and any liabilities Liabilities incurred by the Parent Purchaser in the ordinary and usual course of business since the Parent Accounting Date have not had a Parent Material Adverse EffectEffect on the Purchaser or the Purchaser Business. (fe) Since the Parent Purchaser Accounting Date, there have not been: (i) any changes in the condition or operations of the Parent Purchaser Business, or the assets or financial affairs of the Parent or its Subsidiaries Purchaser which have caused, individually or in the aggregate, a Parent Material Adverse EffectEffect on the Purchaser or the Purchaser Business; or (ii) any damage, destruction or loss, labor trouble or other event, development or condition, of any character (whether or not covered by insurance), which is not generally known or which has caused not been disclosed to the Target, which has or may cause a Parent Material Adverse EffectEffect on the Purchaser or the Purchaser Business. (gf) Since the Parent Purchaser Accounting Date, and other than as contemplated by this Agreement, neither the Parent nor any of its subsidiaries hasPurchaser has not: (i) transferred, assigned, sold or otherwise disposed of any of the assets shown or reflected in the Parent Purchaser Financial Statements or cancelled any debts or claims; (ii) incurred or assumed any material liability Liability (other than costs incurred in connection with the MergerTransaction); (iii) issued or sold any Purchaser Securities (other than as set out in the Disclosure Record); (iv) discharged or satisfied any Liens, or paid any liabilitiesLiabilities, other than current liabilities Liabilities or the current portion of long term liabilities Liabilities disclosed in the Parent Purchaser Financial Statements, or current liabilities Liabilities incurred since the date thereof in the ordinary and usual course of business; (ivv) declared, made, or committed itself to make any payment of any dividend or other distribution in respect of any of the Parent Purchaser Securities, nor has it purchased, redeemed, subdivided, consolidated, or reclassified any of the Parent Purchaser Securities; (vvi) made any gift of money or of any assets to any Person; (vivii) purchased or sold any assets; (vii) made commitments or agreements for capital expenditures or capital additions or betterments exceeding $250,000; (viii) amended or changed, or taken any action to amend or change, its organizational documentsOrganizational Documents; (ix) made payments of any kind to or on behalf of either shareholder or any Related Party of a shareholder, nor under any management agreement, save and except business related expenses in the ordinary and usual course of business and at the regular rates payable; (x) created, incurred, assumed or guaranteed any indebtedness for money borrowed, or subjected any of the material assets or properties of the Parent or any of its subsidiaries Purchaser to any lien Lien of any nature whatsoever; (xi) increased the salaries or other compensation of, or made any advance (excluding advances for ordinary and necessary business expenses) or loan to, any of its Employees, or made any increase in, or any addition to, other benefits to which any of its Employees may be entitled; (xii) made or suffered any amendment or termination of any Material Contract, or cancelled, modified or waived any substantial debts or claims held by it or waived any rights of substantial value, other than in the ordinary course of business; (xiii) adopted or increased the payments to or benefits under any employee plan; or (xivxii) authorized or agreed, or otherwise have become committed, to do any of the foregoing. (hg) Neither the Parent nor any of its Subsidiaries The Purchaser has any no guarantees, indemnities or contingent or indirect obligations with respect to the liabilities Liabilities of any other Person, including any obligation to service the debt of, or otherwise acquire an obligation of, another Person, or to supply funds to, or otherwise maintain any working capital or other balance sheet condition of, any other Person. (ih) Neither the Parent nor any of its Subsidiaries The Purchaser is not a party to, bound by or subject to any Contract or Applicable Laws that would be violated or breached by, or under which default would occur, or which could be terminated, cancelled or accelerated, in whole or in part, as a result of the execution and delivery of this Agreement or the consummation of any of the transactions provided for in this Agreement.

Financial Representations. (a) Included with the Parent SEC Documents are true, correct, and complete copies of the Parent Financial Statements. (b) The Parent Financial Statements: (i) are in accordance with the books and records of the Parent; (ii) present fairly the financial condition of the Parent as of the respective dates indicated and the results of operations for such periods; and (iii) have been prepared in accordance with GAAP and reflect the consistent application of GAAP throughout the periods involved. (c) All material financial transactions of the Parent have been accurately recorded in the books and records of the Parent and such books and records fairly present the financial position and the affairs of the Parent. (d) To the Knowledge of the Parent other than the costs and expenses incurred in connection with the negotiation and consummation of the transactions contemplated herein, neither the Parent nor its Subsidiaries have material liabilities, net of cash, which: (i) are not set forth in the Parent Financial Statements or have not heretofore been paid or discharged; (ii) did not arise in the ordinary course of business under any Contract or plan that has been specifically disclosed in writing to the Company; or (iii) have not been incurred in amounts and pursuant to practices consistent with past business practice, in or as a result of the ordinary course of its business since the Parent Accounting Date, and otherwise disclosed in writing to the Parent. (e) To the Knowledge of the Parent except Except to the extent reflected or reserved against in the Parent Purchaser Financial Statements or incurred subsequent to the Parent Purchaser Accounting Date in the ordinary and usual course of the Parent Purchaser Business, the Parent Purchaser has no outstanding indebtedness or liabilities, and any liabilities incurred by the Parent in the ordinary course of business since the Parent Accounting Date have not had a Parent Material Adverse EffectLiabilities. (fb) Since the Parent Accounting Date, there have not been: (i) any changes in the condition or operations of the Parent Business, or the assets or financial affairs of the Parent or its Subsidiaries which have caused, individually or in the aggregate, a Parent Material Adverse Effect; or (ii) any damage, destruction or loss, labor trouble or other event, development or condition, of any character (whether or not covered by insurance), which has caused or may cause a Parent Material Adverse Effect. (g) Since the Parent Purchaser Accounting Date, and other than as contemplated by this AgreementAgreement or as incurred in the ordinary and usual course of business, neither the Parent nor any of its subsidiaries hasPurchaser has not: (i) transferred, assigned, sold or otherwise disposed of any of the assets shown or reflected in the Parent Purchaser Financial Statements or cancelled any debts or claims; (ii) incurred or assumed any material liability Liability (other than costs incurred in connection with the MergerTransaction); (iii) issued or sold any Purchaser Shares (other than as set out in the Disclosure Record); (iv) discharged or satisfied any Liens, or paid any liabilitiesLiabilities, other than current liabilities Liabilities or the current portion of long term liabilities Liabilities disclosed in the Parent Purchaser Financial Statements, or current liabilities Liabilities incurred since the date thereof in the ordinary and usual course of business; (ivv) declared, made, or committed itself to make any payment of any dividend or other distribution in respect of any of the Parent SecuritiesPurchaser Shares, nor has it purchased, redeemed, subdivided, consolidated, or reclassified any of the Parent SecuritiesPurchaser Shares; (vvi) made any gift of money or of any assets to any Person; (vivii) purchased or sold any assets; (vii) made commitments or agreements for capital expenditures or capital additions or betterments exceeding $250,000; (viii) amended or changed, or taken any action to amend or change, its organizational documentsOrganizational Documents; (ix) made payments of any kind to or on behalf of either shareholder or any Related Party of a shareholder, nor under any management agreement, save and except business related expenses in the ordinary course of business and at the regular rates payable; (x) created, incurred, assumed or guaranteed any indebtedness for money borrowed, or subjected any of the material assets or properties of the Parent or any of its subsidiaries Purchaser to any lien Lien of any nature whatsoever; (xi) increased the salaries or other compensation of, or made any advance (excluding advances for ordinary and necessary business expenses) or loan to, any of its Employees, or made any increase in, or any addition to, other benefits to which any of its Employees may be entitled; (xiix) made or suffered any amendment or termination of any Material Contract, or cancelled, modified or waived any substantial debts or claims held by it or waived any rights of substantial value, other than in the ordinary course of business; (xiii) adopted or increased the payments to or benefits under any employee plan; or (xivxi) authorized or agreed, or otherwise have become committed, to do any of the foregoing. (h) Neither the Parent nor any of its Subsidiaries has any guarantees, indemnities or contingent or indirect obligations with respect to the liabilities of any other Person, including any obligation to service the debt of, or otherwise acquire an obligation of, another Person, or to supply funds to, or otherwise maintain any working capital or other balance sheet condition of, any other Person. (i) Neither the Parent nor any of its Subsidiaries is a party to, bound by or subject to any Contract or Applicable Laws that would be violated or breached by, or under which default would occur, or which could be terminated, cancelled or accelerated, in whole or in part, as a result of the execution and delivery of this Agreement or the consummation of any of the transactions provided for in this Agreement.

Financial Representations. (a) Included with the Parent SEC Documents Disclosure Record are true, correct, and complete copies of the Parent Purchaser Financial Statements. (ba) The Parent Purchaser Financial Statements: (i) are in accordance with the books and records of the ParentPurchaser; (ii) present fairly the financial condition of the Parent Purchaser as of the respective dates indicated and the results of operations for such periods; and (iii) have been prepared in accordance with GAAP IFRS and reflect the consistent application of GAAP IFRS throughout the periods involved. (cb) All material financial transactions of the Parent Purchaser have been accurately recorded in the books and records of the Parent Purchaser and such books and records fairly present the financial position and the affairs of the ParentPurchaser. (dc) To the Knowledge of the Parent other Other than the costs and expenses incurred in connection with the negotiation and consummation of the transactions contemplated herein, neither the Parent nor its Subsidiaries have Purchaser has no material liabilitiesLiabilities, net of cash, which: (i) are not set forth in the Parent Purchaser Financial Statements or have not heretofore been paid or discharged; (ii) did not arise in the regular and ordinary course of business under any Contract or plan that has been specifically disclosed in writing to the CompanyTarget; or (iii) have not been incurred in amounts and pursuant to practices consistent with past business practice, in or as a result of the regular and ordinary course of its business since the Parent Purchaser Accounting Date, and otherwise disclosed in writing to the ParentTarget. (ed) To the Knowledge of the Parent except Except to the extent reflected or reserved against in the Parent Purchaser Financial Statements or incurred subsequent to the Parent Purchaser Accounting Date in the ordinary and usual course of the Parent Purchaser Business, the Parent Purchaser has no outstanding indebtedness or liabilitiesLiabilities, and any liabilities Liabilities incurred by the Parent Purchaser in the ordinary and usual course of business since the Parent Accounting Date have not had a Parent Material Adverse EffectEffect on the Purchaser or the Purchaser Business. (fe) Since the Parent Purchaser Accounting Date, there have not been: (i) any changes in the condition or operations of the Parent Purchaser Business, or the assets or financial affairs of the Parent or its Subsidiaries Purchaser which have caused, individually or in the aggregate, a Parent Material Adverse EffectEffect on the Purchaser or the Purchaser Business; or (ii) any damage, destruction or loss, labor trouble or other event, development or condition, of any character (whether or not covered by insurance), which is not generally known or which has caused not been disclosed to the Target, which has or may cause a Parent Material Adverse EffectEffect on the Purchaser or the Purchaser Business. (gf) Since the Parent Purchaser Accounting Date, and other than as contemplated by this Agreement, neither the Parent nor any of its subsidiaries hasPurchaser has not: (i) transferred, assigned, sold or otherwise disposed of any of the assets shown or reflected in the Parent Purchaser Financial Statements or cancelled any debts or claims; (ii) incurred or assumed any material liability Liability (other than costs incurred in connection with the MergerTransaction); (iii) issued or sold any Purchaser Securities (other than as set out in the Disclosure Record); (iv) discharged or satisfied any Liens, or paid any liabilitiesLiabilities, other than current liabilities Liabilities or the current portion of long term liabilities Liabilities disclosed in the Parent Purchaser Financial Statements, or current liabilities Liabilities incurred since the date thereof in the ordinary and usual course of business; (ivv) declared, made, or committed itself to make any payment of any dividend or other distribution in respect of any of the Parent Purchaser Securities, nor has it purchased, redeemed, subdivided, consolidated, or reclassified any of the Parent Purchaser Securities; (vvi) made any gift of money or of any assets to any Person; (vivii) purchased or sold any assets; (vii) made commitments or agreements for capital expenditures or capital additions or betterments exceeding $250,000; (viii) amended or changed, or taken any action to amend or change, its organizational documentsOrganizational Documents; (ix) made payments of any kind to or on behalf of either shareholder or any Related Party of a shareholder, nor under any management agreement, save and except business related expenses in the ordinary and usual course of business and at the regular rates payable; (x) created, incurred, assumed or guaranteed any indebtedness for money borrowed, or subjected any of the material assets or properties of the Parent or any of its subsidiaries Purchaser to any lien Lien of any nature whatsoever; (xi) made or suffered any amendment or termination of any Material Contract, or cancelled, modified or waived any substantial debts or claims held by it or waived any rights of substantial value, other than in the ordinary course of business; (xii) increased the salaries or other compensation of, or made any advance (excluding advances for ordinary and necessary business expenses) or loan to, any of its Employees, or made any increase in, or any addition to, other benefits to which any of its Employees may be entitled; (xii) made or suffered any amendment or termination of any Material Contract, or cancelled, modified or waived any substantial debts or claims held by it or waived any rights of substantial value, other than in the ordinary course of business; (xiii) adopted adopted, or increased the payments to or benefits under under, any employee planEmployee Plan; or (xiv) authorized or agreed, or otherwise have become committed, to do any of the foregoing. (hg) Neither the Parent nor any of its Subsidiaries The Purchaser has any no guarantees, indemnities or contingent or indirect obligations with respect to the liabilities Liabilities of any other Person, including any obligation to service the debt of, or otherwise acquire an obligation of, another Person, or to supply funds to, or otherwise maintain any working capital or other balance sheet condition of, any other Person. (ih) Neither the Parent nor any of its Subsidiaries The Purchaser is not a party to, bound by or subject to any Contract or Applicable Laws that would be violated or breached by, or under which default would occur, or which could be terminated, cancelled or accelerated, in whole or in part, as a result of the execution and delivery of this Agreement or the consummation of any of the transactions provided for in this Agreement. (i) The Purchaser has no indebtedness, Liabilities or obligations, secured or unsecured (whether accrued, absolute, contingent or otherwise) which are not disclosed in the Purchaser Financial Statements available in the Disclosure Record, except for those incurred in connection with the transactions contemplated by this Agreement and the Transaction or otherwise incurred in the ordinary course of business since the date of the latest Purchaser Financial Statements filed in the Disclosure Record. (j) The Purchaser has never had any reportable disagreement (within the meaning of Applicable Securities Laws) with the present or any former auditor of the Purchaser. (k) The Purchaser’s auditors who audited Purchaser Financial Statements (as applicable) are independent public accountants.

Financial Representations. (a) Included with the Parent Purchaser SEC Documents are true, correct, and complete copies of the Parent Purchaser Financial Statements. (ba) The Parent Purchaser Financial Statements: (i) are in accordance with the books and records of the ParentPurchaser; (ii) present fairly the financial condition of the Parent Purchaser as of the respective dates indicated and the results of operations for such periods; and (iii) have been prepared in accordance with GAAP and reflect the consistent application of GAAP throughout the periods involved. (cb) All material financial transactions of the Parent Purchaser have been accurately recorded in the books and records of the Parent Purchaser and such books and records fairly present the financial position and the affairs of the ParentPurchaser. (dc) To the Knowledge of the Parent other Other than the costs and expenses incurred in connection with the negotiation and consummation of the transactions contemplated herein, neither the Parent nor its Subsidiaries have Purchaser has no material liabilitiesLiabilities or obligations, net of cash, which: (i) are not set forth in the Parent Purchaser Financial Statements or have not heretofore been paid or discharged; (ii) did not arise in the regular and ordinary course of business under any Contract or plan that has been specifically disclosed in writing to the CompanyTarget; or (iii) have not been incurred in amounts and pursuant to practices consistent with past business practice, in or as a result of the regular and ordinary course of its business since the Parent Purchaser Accounting Date, and otherwise disclosed in writing to the ParentTarget. (ed) To the Knowledge of the Parent except Except to the extent reflected or reserved against in the Parent Purchaser Financial Statements or incurred subsequent to the Parent Purchaser Accounting Date in the ordinary and usual course of the Parent Purchaser Business, the Parent Purchaser has no outstanding indebtedness or liabilitiesany Liabilities or obligations, and any liabilities Liabilities or obligations incurred by the Parent Purchaser in the ordinary and usual course of business since the Parent Accounting Date have not had a Parent Material Adverse EffectEffect on the Purchaser or the Purchaser Business. (fe) Since the Parent Purchaser Accounting Date, there have not been: (i) any changes in the condition or operations of the Parent Purchaser Business, or the assets or financial affairs of the Parent or its Subsidiaries Purchaser which have caused, individually or in the aggregate, a Parent Material Adverse EffectEffect on the Purchaser or the Purchaser Business; or (ii) any damage, destruction or loss, labor trouble or other event, development or condition, of any character (whether or not covered by insurance), which is not generally known or which has caused not been disclosed to the Target, which has or may cause a Parent Material Adverse EffectEffect on the Purchaser or the Purchaser Business. (gf) Since the Parent Purchaser Accounting Date, and other than as contemplated by this Agreement, neither the Parent nor any of its subsidiaries hasPurchaser has not: (i) transferred, assigned, sold or otherwise disposed of any of the assets shown or reflected in the Parent Purchaser Financial Statements or cancelled any debts or claims; (ii) incurred or assumed any material liability (other than costs incurred in connection with the Merger)Liability; (iii) issued or sold any shares in its capital or any warrants, bonds, debentures or other corporate securities, or issued, granted or delivered any right, option or other commitment for the issue of any such or other securities; (iv) discharged or satisfied any Liens, or paid any liabilitiesLiabilities, other than current liabilities Liabilities or the current portion of long term liabilities Liabilities disclosed in the Parent Purchaser Financial Statements, or current liabilities Liabilities incurred since the date thereof in the ordinary and usual course of business; (ivv) declared, made, or committed itself to make any payment of any dividend or other distribution in respect of any of the Parent Securitiesits shares, nor has it purchased, redeemed, subdivided, consolidated, or reclassified any of the Parent Securitiesits shares; (vvi) made any gift of money or of any assets to any Person; (vivii) purchased or sold any assets; (vii) made commitments or agreements for capital expenditures or capital additions or betterments exceeding $250,000; (viii) amended or changed, or taken any action to amend or change, its organizational documentsOrganizational Documents; (ix) made payments of any kind to or on behalf of either shareholder or any Related Party of a shareholder, nor under any management agreement, save and except business related expenses in the ordinary and usual course of business and at the regular rates payable; (x) created, incurred, assumed or guaranteed any indebtedness for money borrowed, or subjected any of the material assets or properties of the Parent or any of its subsidiaries Purchaser to any lien Lien of any nature whatsoever; (xi) increased the salaries or other compensation of, or made any advance (excluding advances for ordinary and necessary business expenses) or loan to, any of its Employees, or made any increase in, or any addition to, other benefits to which any of its Employees may be entitled; (xii) made or suffered any amendment or termination of any Material Contract, or cancelled, modified or waived any substantial debts or claims held by it or waived any rights of substantial value, other than in the ordinary course of business; (xiii) adopted or increased the payments to or benefits under any employee plan; or (xivxii) authorized or agreed, or otherwise have become committed, to do any of the foregoing. (hg) Neither the Parent nor any of its Subsidiaries The Purchaser has any no guarantees, indemnities or contingent or indirect obligations with respect to the liabilities Liabilities or obligations of any other Person, including any obligation to service the debt of, or otherwise acquire an obligation of, another Person, or to supply funds to, or otherwise maintain any working capital or other balance sheet condition of, any other Person. (ih) Neither the Parent nor any of its Subsidiaries The Purchaser is not a party to, bound by or subject to any Contract or Applicable Laws Legal Requirement that would be violated or breached by, or under which default would occur, or which could be terminated, cancelled or accelerated, in whole or in part, as a result of the execution and delivery of this Agreement or the consummation of any of the transactions provided for in this Agreement.