Common use of Financial Statements; No Undisclosed Liabilities Clause in Contracts

Financial Statements; No Undisclosed Liabilities. (a) The Company has delivered to Acquirer its unaudited financial statements for each fiscal year ended June 30th subsequent to the Company’s inception date and its unaudited financial statements for the eight-month period ended February 28, 2017 (including, in each case, balance sheets, statements of operations and statements of cash flows) (collectively, the “Financial Statements”), which are included as Schedule 2.4(a) of the Company Disclosure Letter. The Financial Statements (i) are derived from and in accordance with the books and records of the Company, (ii) complied as to form with applicable accounting requirements with respect thereto as of their respective dates, (iii) fairly and accurately present the financial condition of the Company at the dates therein indicated and the results of operations and cash flows of the Company for the periods therein specified (subject, in the case of unaudited interim period financial statements, to normal recurring year-end audit adjustments, none of which individually or in the aggregate are or will be material in amount), (iv) are true, correct and complete and (v) were prepared in accordance with GAAP, except for the absence of footnotes in the unaudited Financial Statements, applied on a consistent basis throughout the periods involved.

Appears in 2 contracts

Samples: Share Purchase Agreement, Share Purchase Agreement (Yelp Inc)

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Financial Statements; No Undisclosed Liabilities. (a) The Company has delivered to Acquirer Buyer its unaudited financial statements for each fiscal year ended June 30th subsequent to the Company’s inception date and its unaudited unaudited, consolidated financial statements for the eightfiscal year ended to December 31, 2016 and its unaudited, consolidated financial statements for the four-month period ended February 28April 30, 2017 (including, in each case, balance sheets, statements of operations and statements of cash flows) (collectively, the “Financial Statements”), which are included as Schedule 2.4(a) of the Company Disclosure Letter. The Financial Statements (i) are derived from and in accordance with the books and records of the Company, (ii) complied as to form with applicable accounting requirements with respect thereto as of their respective dates, (iii) fairly and accurately present the consolidated financial condition of the Company at the dates therein indicated and the consolidated results of operations and cash flows of the Company for the periods therein specified (subject, in the case of unaudited interim period financial statements, to normal recurring year-end audit adjustments, none of which individually or in the aggregate are or will be material in amount), and (iv) are true, correct and complete and (v) were prepared in accordance with GAAP, except for the absence of footnotes in the unaudited Financial Statements, applied on a consistent basis throughout the periods involvedinvolved if such consistent basis is in accordance with GAAP.

Appears in 2 contracts

Samples: Membership Interest Purchase Agreement (Eventbrite, Inc.), Membership Interest Purchase Agreement (Pandora Media, Inc.)

Financial Statements; No Undisclosed Liabilities. (a) The Company has delivered to Acquirer Purchaser its unaudited audited, consolidated financial statements for each fiscal year ended June 30th subsequent to the Company’s inception date 2015, its unaudited, consolidated financial statements for fiscal year 2016 and its unaudited unaudited, consolidated financial statements for the eightthree-month period ended February 28March 31, 2017 (including, in each case, balance sheets, statements of operations and statements of cash flows) (collectively, the “Financial Statements”), which are included as Schedule 2.4(a) of the Company Disclosure Letter. The Financial Statements (i) are derived from and in accordance with the books and records of the CompanyGroup Companies, (ii) complied as to form with applicable accounting requirements with respect thereto as of their respective dates, (iii) fairly and accurately present in all material respects the consolidated financial condition of the Company Group Companies at the dates therein indicated and the consolidated results of operations and cash flows of the Company for the periods therein specified (subject, in the case of unaudited interim period financial statements, to normal recurring year-end audit adjustments, none of which individually or in the aggregate are or will be material in amount), (iv) are true, correct and complete and (viii) were prepared in accordance with GAAP, except for the absence of footnotes in the unaudited Financial Statements, applied on a consistent basis throughout the periods involved.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Grail, Inc.), Stock Purchase Agreement (Grail, Inc.)

Financial Statements; No Undisclosed Liabilities. (a) The Company has delivered to Acquirer its unaudited financial statements for each fiscal year ended June 30th subsequent to the Company’s inception date and its unaudited audited, consolidated financial statements for the eight12-month periods ended December 31, 2018 and December 31, 2019, and unaudited, consolidated financial statements for the nine-month period ended February 28September 30, 2017 2020 (including, in each case, balance sheets, statements of operations and statements of cash flows) (collectively, the “Financial Statements”), which are included as Schedule 2.4(a) of the Company Disclosure Letter. The Financial Statements (i) are derived from and in accordance with the books and records of the CompanyCompany in all material respects, (ii) complied as to form with applicable accounting requirements with respect thereto as of their respective dates, (iii) fairly and accurately present present, in all material respects, the consolidated financial condition of the Company at the dates therein indicated and the consolidated results of operations and cash flows of the Company for the periods therein specified (subject, in the case of unaudited interim period financial statements, to normal recurring year-end audit adjustments, none of which individually or in the aggregate are or will be material in amount), (iviii) are true, correct and complete in all material respects and (viv) were prepared in accordance with GAAP, except for the absence of footnotes in the unaudited Financial Statements, applied on a consistent basis throughout the periods involved.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Veracyte, Inc.)

Financial Statements; No Undisclosed Liabilities. (a) The Company has delivered to Acquirer its unaudited audited, consolidated financial statements for each fiscal year ended June 30th subsequent to the Company’s inception date December 31, 2011 and its unaudited unaudited, consolidated financial statements for the eightseven-month period ended February 28July 31, 2017 2015 (including, in each case, balance sheets, statements of operations and statements of cash flows) (collectively, the “Financial Statements”), which are included as Schedule 2.4(a) of the Company Disclosure Letter. The Financial Statements (i) are derived from and in accordance with the books and records of the Company, (ii) complied as to form with applicable accounting requirements with respect thereto as of their respective dates, (iii) fairly and accurately present the consolidated financial condition of the Company at the dates therein indicated and the consolidated results of operations and cash flows of the Company for the periods therein specified (subject, in the case of unaudited interim period financial statements, to normal recurring year-end audit adjustments, none of which individually or in the aggregate are or will be material in amount), and (iv) are true, correct and complete and (v) were prepared in accordance with GAAP, except for the absence of footnotes in the unaudited Financial Statements, applied on a consistent basis throughout the periods involvedinvolved if such consistent basis is in accordance with GAAP.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Pandora Media, Inc.)

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Financial Statements; No Undisclosed Liabilities. (a) The Company has delivered to Acquirer its unaudited financial statements for each the fiscal year ended June 30th subsequent to the Company’s inception date years of 2020 and 2021 and its unaudited financial statements for the eight-month period ended February 28August 31, 2017 2022 (including, in each case, balance sheets, statements of operations and statements of cash flows) (collectively, the “Financial Statements”), which are included as Schedule 2.4(a) of the Company Disclosure Letter. The Financial Statements (i) are derived from and in accordance with the books and records of the Company, (ii) complied as to form with applicable accounting requirements with respect thereto as of their respective dates, (iii) fairly and accurately present in all material respects the financial condition of the Company at the dates therein indicated and the results of operations and cash flows of the Company for the periods therein specified (subject, in the case of unaudited interim period financial statements, to normal recurring year-end audit adjustments, none of which individually or in the aggregate are or will be material in amount), (iv) are true, correct and complete in all material respects and (v) were prepared in accordance with GAAP, except for the absence of footnotes in the unaudited Financial Statements, applied on a consistent basis throughout the periods involved.

Appears in 1 contract

Samples: Agreement and Plan of Merger (PubMatic, Inc.)

Financial Statements; No Undisclosed Liabilities. (a) The Company has delivered to Acquirer its unaudited financial statements for each fiscal year ended June 30th subsequent to the Company’s inception date and its unaudited audited, consolidated financial statements for the eight12-month period periods ended February 28December 31, 2017 2021, December 31, 2020 and December 31, 2019 (including, in each case, balance sheets, statements of operations and statements of cash flows) (collectively, the “Financial Statements”), which are included as Schedule 2.4(a) of the Company Disclosure Letter. The Financial Statements (i) are derived from and in accordance with the books and records of the CompanyCompany and its Subsidiaries in all material respects, (ii) complied in all material respects as to form with applicable accounting requirements with respect thereto as of their respective dates, (iii) fairly and accurately present present, in all material respects, the consolidated financial condition of the Company and its Subsidiaries at the dates therein indicated and the consolidated results of operations and cash flows of the Company and its Subsidiaries for the periods therein specified (subjectspecified, in the case of unaudited interim period financial statements, to normal recurring year-end audit adjustments, none of which individually or in the aggregate are or will be material in amount), and (iv) are true, correct and complete and (v) were prepared in accordance with GAAP, except for the absence of footnotes in the unaudited Financial Statements, applied on a consistent basis throughout the periods involved.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Castle Biosciences Inc)

Financial Statements; No Undisclosed Liabilities. (a) The Company has delivered to Acquirer its unaudited financial statements for each fiscal year ended June 30th subsequent to the Company’s inception date and its unaudited audited, consolidated financial statements for the eight-month period Company’s fiscal year ended February 28December 31, 2017 2014, and its unaudited, consolidated financial statements for the Company’s fiscal years ended December 31, 2015 and December 31, 2013 (including, in each case, balance sheets, statements of operations and statements of cash flows) (collectively, the “Financial Statements”), which are included as Schedule 2.4(a) of the Company Disclosure Letter. The Financial Statements (i) are derived from and in accordance with the books and records of the Company, (ii) complied comply as to form with applicable accounting requirements with respect thereto as of their respective datesthereto, (iii) fairly and accurately present the consolidated financial condition of the Company at the dates therein indicated and the consolidated results of operations and cash flows of the Company for the periods therein specified (subject, in the case of unaudited interim period financial statements, Financial Statements to normal recurring year-end audit adjustments, none of which individually or in the aggregate are or will be material in amount), (iv) are true, correct and complete and (v) were prepared in accordance with GAAP, except for the absence of footnotes in the unaudited Financial Statements, GAAP applied on a consistent basis throughout the periods involved.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Infoblox Inc)

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