ACCURACY AND ADEQUACY OF INFORMATION Sample Clauses
The "Accuracy and Adequacy of Information" clause establishes that the information provided by one party to another is both correct and sufficient for its intended purpose. In practice, this clause typically requires the disclosing party to ensure that all facts, data, or documents shared are up-to-date, complete, and free from material errors or omissions. This helps prevent misunderstandings or disputes arising from reliance on inaccurate or incomplete information, thereby allocating responsibility and reducing the risk of future claims related to misinformation.
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ACCURACY AND ADEQUACY OF INFORMATION. 14.1 The information set out in Schedule 1 (Information of the Group), Schedule 4 (Information of the Approved Project) and is true and accurate in all respects and is not misleading.
14.2 The copies of documents directly or indirectly provided by the Seller to the Buyer in relation to the transactions contemplated under this Agreement are true and complete copies of the originals of the relevant documents which are in the possession of the Company.
14.3 All the accounts, books, ledgers and financial and other records of each Group Company are in the possession of the Company or under its control and all material transactions relating to its business have been correctly recorded therein. All other accounts, books, ledgers and records of each Group Company fairly reflect the state of such Group Company's affairs and to explain its transactions since its incorporation.
14.4 The statutory books (including all registers and minute books) of each Group Company contain (in respect of matters up to but not including Completion) are accurate and complete record of the matters which should be dealt with in those books in all material respects and no notice or allegation that any of them is incorrect or should be rectified has been received.
14.5 All other information contained in any written document supplied to the Buyer or any of its advisers by or on behalf of the Seller in connection with this Agreement was, when given, and is at the date on which this Warranty is given, true and accurate in all material respects and, so far as the Seller is aware, there is no fact, matter or circumstance which has not been disclosed in writing to the Buyer and/or its professional advisors which renders any such written information untrue, inaccurate or misleading in any material respect.
ACCURACY AND ADEQUACY OF INFORMATION. (A) The copy of the memorandum and articles of association or other constitutional documents of the Company produced to the Purchaser is complete and accurate in all respects, has attached to it copies of all resolutions and other documents required by law to be so attached and fully sets out the rights and restrictions attaching to each class of share capital of the relevant company.
(B) All the accounts, books, ledgers and financial and other records of whatsoever kind including statutory books of the Company have been properly kept in accordance with normal business practice and are in its possession or under its control and all transactions relating to its business have been duly and correctly recorded therein, and there are at the date hereof no material inaccuracies or discrepancies of any kind contained or reflected in such accounts, books, ledgers and financial and other records and at the date hereof they give and reflect a true and fair view of the financial, contractual and trading position of the Company.
ACCURACY AND ADEQUACY OF INFORMATION. 6.1 The copies of the memorandum and articles of association of each member of the Sale Group in the Data Room and attached to the Disclosure Letter are complete and accurate.
6.2 The Seller has made available to the Purchaser in the Data Room copies of Material Contracts (other than the transactions entered into under the Electricity Trading Agreements) to which a Sale Group member is a party and the Disclosure Letter sets out the Data Room document references for accurate and complete copies of such documents and agreements.
6.3 During the Relevant Period, no member of the Sale Group has received written notice that it is in breach of any Material Contract.
6.4 None of the individuals identified in clause 1.2.15 are aware (having read and considered the Warranties but without any of them being required to make any further enquiry) of any document contained in the Data Room that is inconsistent in any material respect with any of the New Warranties (and for these purposes the Seller shall not be fixed with the knowledge of any other person or be treated as having any imputed or constructive knowledge).
ACCURACY AND ADEQUACY OF INFORMATION. 8.1 The information contained in schedules 1, 2 and 4 to this Agreement is accurate and complete.
8.2 The information contained in the Disclosure Letter and all written information supplied to the Purchaser or its advisers by or on behalf of the Shareholders or any of their advisers or by the Company is complete and accurate and is not misleading because of any omission or ambiguity or for any other reason and where the information is expressed as an opinion, it is truly and honestly held and not given casually, recklessly or without due regard for its accuracy.
8.3 So far as the Shareholders with the exception of SCM Microsystems Ltd are aware, there is no fact or circumstance relating to the business and affairs of the Company which, if Disclosed to the Purchaser or any of its advisers, might reasonably be expected to influence the decision of the Purchaser to purchase the Shares on the terms contained in this Agreement and which has not been so Disclosed. MANAGEMENT ACCOUNTS
ACCURACY AND ADEQUACY OF INFORMATION. 1.1 All information disclosed or made available from time to time (i) in writing, including the Verification Notes and the answers and documents referred to in that document, or (ii) orally and used as the basis of information contained in the Offering Documents by or on behalf of the Group Companies, or any of their respective directors, officers, employees or Affiliates, to the Appointees, the Reporting Accountants, any legal and other professional advisers to the Company or the Underwriters, the Stock Exchange, the SFC, the CSRC or the SEC for the purposes of the Share Offer of the Shares on the Stock Exchange (including for the purposes of making submissions or applications to, or replying to queries or comments raised by, the Stock Exchange, the SFC, the CSRC or the SEC), was:
1.1.1 when disclosed or made available, and remains, true and accurate in all material respects and not misleading and with no material omissions; and
1.1.2 disclosed or made available in good faith.
1.2 No material information has been knowingly withheld from the Appointees, the Reporting Accountants, any legal and other professional advisers to the Company or the Underwriters, the Stock Exchange, the SFC, the CSRC and/or the SEC.
1.3 None of the Offering Documents and the Formal Notice (A) contains any untrue statement of a material fact or (B) omits to state any material fact (i) necessary in order to make the statements made in those documents, in the light of the circumstances under which they were made, not misleading or (ii) which is material for disclosure in those documents.
1.4 All statements or expressions of opinion or intention in the Offering Documents, at and as of the date of this Agreement and at all other times when the warranties are repeated pursuant to this Agreement, are and remain fairly and honestly made in good faith on reasonable grounds or, where appropriate, based on reasonable assumptions, and such grounds or assumptions are and remain fairly and honestly held in good faith by the Company and its Directors.
1.5 Each forward-looking statement contained in the Offering Documents has been made or reaffirmed with a reasonable basis and in good faith..
1.6 Without prejudice to any other Warranties:
1.6.1 the statements contained in the Hong Kong Prospectus in the section headed “Business, Reasons for the Share Offer and Use of Proceeds” represent the true and honest belief of the Directors arrived at after due, and proper consideration and enquiry;
1.6.2 ...
ACCURACY AND ADEQUACY OF INFORMATION. 1.1 All information disclosed or made available in writing or orally and used as the basis of information contained in the Listing Documentation by or on behalf of the Company, any other member of the Group, and/or any of their respective directors, officers, or to the Company's knowledge, employees, Affiliates or agents, to the Joint Sponsors, the Reporting Accountant, the Industry Consultant and legal advisers to the Joint Sponsors for the purposes of the Introduction was when given and, except as disclosed in the Listing Documentation, remains complete, true and accurate in all material aspects and not misleading with no material omissions, and all forecasts and estimates so disclosed or made available have been made after due, careful and proper consideration and, where appropriate, are based on assumptions referred to in the Listing Documentation (to the extent there are any) and represent reasonable and fair expectations truly and honestly held based on facts known to the Company, any other member of the Group, and/or any of their respective directors, and officers or to the knowledge of the Company, Affiliates.
(A) The Listing Document to be filed pursuant to Listing Rules will comply when so filed in all material respects with the Listing Rules and the rules and regulations of the Listing Committee; and (B) The Listing Document will not contain any untrue statement of a material fact, or omit to state a material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading; provided, however, that this representation and warranty shall not apply to statements or omissions made in reliance upon and in conformity with the information relating to any of the Joint Sponsors and Dealers furnished to the Company in writing by such Joint Sponsors and Dealers expressly for use therein (the "Information Furnished"), it being understood and agreed that the only Information Furnished with respect to any Joint Sponsor or Dealer consists of the name and/or address of such Joint Sponsor and Dealer.
1.3 All statements or expressions of opinion or intention in the Listing Documentation, at and as of the date of this Agreement and at all other times when the warranties are repeated pursuant to this Agreement, are and will remain fairly made in good faith on reasonable grounds or, where appropriate, based on reasonable assumptions, and such grounds or assumptions are and will remain fairly held i...
ACCURACY AND ADEQUACY OF INFORMATION. The information set out in Schedules 1, 2 and 3 is true, accurate and not misleading.
ACCURACY AND ADEQUACY OF INFORMATION. 44 9. PREPARATION AND CONTENTS OF THE MANAGEMENT ACCOUNTS.....................................44 10.
ACCURACY AND ADEQUACY OF INFORMATION. All information contained in this Agreement and all other information contained in any written document which has been given by or on behalf of the Company by the Founder to the Purchaser in the course of the negotiations leading to this Agreement was when given true, complete and accurate in all material respects and there is no fact or matter or circumstance not disclosed in writing to the Purchaser which renders or would render any such information untrue, inaccurate or misleading in any material respects.
ACCURACY AND ADEQUACY OF INFORMATION. 1.1 All facts stated in Recitals (A) to (F) of this Agreement are true and accurate in all material respect.
1.2 All facts contained or to be contained in the Announcement and Prospectus Documents (including in particular, the sections headed “Reasons for and Benefits of the Rights Issue and Use of Proceeds”) are and will at the date of issue thereof be true and accurate in all material respects and not misleading and all expressions of opinion, intention and expectation expressed therein (including, in particular, the section headed “Reasons for and Benefits of the Rights Issue and Use of Proceeds”) are and will be fair and made after due and careful consideration.
1.3 There will be no information not disclosed in the Prospectus Documents (i) the omission of which makes any statement therein misleading or which, in the context of issues of the Rights Shares, might be material for disclosure therein or (ii) which is necessary to enable investors to make an informed assessment of the activities, assets and liabilities, financial position, profits and losses and prospects of the Company and of the rights attaching to the Rights Shares.
1.4 The Prospectus Documents contain all information and particulars in the context of the Rights Issue required by, and will be in compliance with the provisions of the Companies (WUMP) Ordinance, any other applicable legislation or governmental regulations in Hong Kong, or Cayman Islands, the GEM Listing Rules and all other requirements of the Stock Exchange and the SFC.
1.5 The statements, forecasts, estimates and expressions of opinion to be contained in the Announcement and Prospectus have been and will at the respective dates of issue thereof be made after due and careful consideration, and will at the respective dates of issue thereof be fair and honest and represent reasonable expectations based on facts known to the Company and/or any of the Directors.
1.6 All information necessary for the purpose of, or in the course of preparation of, the Announcement and Prospectus, or which ought reasonably to have been disclosed or made available by the Company or the Directors was so disclosed or made available to the Underwriter or its legal advisers (if any) fairly and accurately given by the Company and the Directors will be true, accurate and complete in all material respects and will contain all material information and particulars with regard to the subject matter thereof.