Common use of No Material Liabilities Clause in Contracts

No Material Liabilities. (a) The transfer of the Transferring Assets and Transferring Business in Schedule 3 (Egypt) and Schedule 13 (Cambodia, Singapore and Vietnam) contemplated by this Agreement did not (at the Relevant Closing) or will not (at the Relevant Closing) result in the transfer to, or assumption by, any member of the JVCo Group of any material liabilities that have not been specifically reflected in and taken into account in the calculation of, the NBV Statements for such Transferring Assets and Transferring Business set forth on the applicable Country Schedule. (b) The NBV Statements were prepared by GSK Parent reasonably and in good faith, are extracted from the financial systems of GSK and its Affiliates, and are true and correct statements of net book value of the Transferring Businesses and the Transferring Assets as at the Relevant Closing in all material respects, it being acknowledged that (i) such statements have not been prepared on a statutory or audited basis, (ii) the information does not relate to a separate legal entity, and (iii) GSK Parent has relied on information provided by the relevant members of the JVCo Group in preparing such statements. (c) The transfer of the Transferring Businesses and the Transferring Assets contemplated by this Agreement did not (at the Relevant Closing) or do not result in the transfer to, or assumption by, any member of the JVCo Group of any material liabilities.