Example ContractsClausesFinancial Advisors
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Representatives” means officers, directors, employees, Affiliates, Associates, attorneys, investment bankers, financial advisers, agents and other advisors.

person, except for his financial and legal advisors, who require such information to advise the Subscriber with respect

Goldman Sachs & Co. LLC and Cowen served as financial advisors, and Ropes & Gray provided legal counsel to Goldfinch Bio.

The decision to assign all or part of this option involves complex tax and financial considerations. An Optionee should consult the Optionee’s own tax and financial advisors before such assignment.

Representations and Warranties from the Advisors. Each Advisor, as to itself only, represents and warrants to each of the Companies as follows:

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EZRADIER HAWAII will wire 25% as down payment upon ARO.

The Company has provided to the Buyer an unaudited balance sheet, dated September 30, 2021andunuadited operating statement for the one (1) and six (6)-month periods ended September 30, 2021 and an unaudited statement of cash flows for the six (6)-month period ended September 30, 2021 (collectively, the “Financial Statements”). The Financial Statements were prepared from the books and records kept by the Company and fairly present the financial position, results of operations and changes in financial position of the Company, as of their respective dates and for the periods indicated, in accordance with generally accepted accounting principles consistently applied. The Company has no liabilities or obligations of any nature(absolute, accrued or contingent) that are not fully reflected or reserved against in the balance sheet dated September 30, 2021 (the “Most Recent Balance Sheet”), as prescribed by generally accepted accounting principles, except liabilities or obligations incurred since the date of the Most Recent Balance Sheet in the ordinary course of business and consistent with past practice. The Company is not a guarantor, indemnitor, surety or other obligor of any indebtedness of any other Person.

Financial Statements. The financial statements (including the notes thereto) of the Company and its consolidated subsidiaries included or incorporated by reference in the Registration Statement and the Prospectus fairly present in all material respects the financial position, results of operations, cash flows and changes in stockholders’ equity of the Company and its consolidated subsidiaries as of the dates and for the periods specified therein. Since the date of the latest of such financial statements, there has not been a Material Adverse Change. Such financial statements have been prepared in accordance with generally accepted accounting principles consistently applied throughout the periods involved (except as otherwise expressly disclosed in the notes thereto) and comply as to form with the applicable accounting requirements of Regulation S-X under the Securities Act. No other financial statements or supporting schedules are required to be included or incorporated by reference in the Registration Statement or the Prospectus.

Furnish to the Domestic Administrative Agent and each of the Lenders:

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. The Borrower shall deliver to the Administrative Agent and each Lender, in form and detail satisfactory to the Administrative Agent and the Required [[Loan Parties:Organization]]:

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