Common use of Financial Statements and Liabilities Clause in Contracts

Financial Statements and Liabilities. 3.1 Except as set forth in the notes thereto, the audited annual financial statements of the Seller Group Members have been prepared in accordance with all Applicable Laws with IFRS consistently applied, and they present a true and correct view of the financial position (including the assets and liabilities), results of operations (including the profits and losses) and cash flows of the Seller Group Members as at the dates and for the periods indicated therein. 3.2 Except to the extent set out in paragraph 1, labelled “SARS Proceedings” of the Disclosure Letter, no Seller Group Member has any material liabilities of any kind (including, for the avoidance of doubt, financial position liabilities and contingent liabilities) that would have been required to be reflected in, reserved against or otherwise described in its financial statements or its audited statement of financial position or in the notes thereto in accordance with IFRS and were not so reflected, reserved against or described, other than liabilities incurred in the ordinary course of business after the date at which the relevant audited statement of financial position was prepared. 3.3 The Security has or will have the ranking in priority which it is expressed to have in the Intercreditor Agreement and is not subject to any prior ranking or pari passu Security or any other rights or interests and any other rights or interests other than to the extent set out in the Intercreditor Agreement.