Information Memorandum to the best of the Parent's knowledge and ---------------------- belief after due enquiry, as at the date of the Information Memorandum the factual information relating to the Restricted Group contained in the Information Memorandum was true and accurate in all material respects and not misleading in any material respect and the Information Memorandum does not omit any material facts; all reasonable enquiries have been made by the Parent to verify the facts and statements relating to the Restricted Group contained therein; all opinions, projections and forecasts contained therein and the assumptions on which such opinions, projections and forecasts were based on and arrived at after due and careful consideration and enquiry and represent the views of the Parent as at the date of the Information Memorandum; there are no material facts or circumstances which have not been disclosed to the Arranger prior to the date hereof the omission of which could make any factual information contained in the Information Memorandum inaccurate or misleading in any material respect either as at the date of the Information Memorandum or as at the date of this Agreement or any of the opinions, projections and forecasts contained in the Information Memorandum (and the assumptions on which such opinions, projections and forecasts were made) misleading in any material respect either as at the date of the Information Memorandum or as the date of this Agreement. Notwithstanding the above, no warranty or representation is made in respect of (i) any information, facts, statements, opinions, projections, forecasts, demographic statistics or circumstances relating to the cable, media, telecommunications and data services industry as a whole, and (ii) any person other than any member of the Restricted Group; and
(i) Environmental Matters ---------------------
Information Memorandum. (a) The factual information in the Information Memorandum (other than factual information relating to the Target and its Affiliates) was true, complete and accurate in all material respects as at the date it was provided or as at the date (if any) at which it is stated.
(b) The financial projections in the Information Memorandum, have been prepared on the basis of recent historical information and on the basis of reasonable assumptions.
Information Memorandum. (a) Any factual information provided by or on behalf of any member of the Group for the purposes of the Information Memorandum was true and accurate in all material respects as at the date it was provided or as at the date (if any) at which it is stated.
(b) The financial projections contained in the Information Memorandum have been prepared on the basis of recent historical information and on the basis of reasonable assumptions.
(c) Nothing has occurred or been omitted from the Information Memorandum and no information has been given or withheld that results in the information contained in the Information Memorandum being untrue or misleading in any material respect.
Information Memorandum use best endeavours to assist the Arranger in the preparation of the Information Memorandum and ensure that, save as otherwise disclosed in the Information Memorandum, the factual information contained in the Information Memorandum is true and accurate and complete in all material respects on the date thereof (or, if different, as of the date when it is stated) and that the Borrower and the Sponsors do not omit to make any disclosure which would make the Information Memorandum misleading in any material respect, and in the case of any financial projections or expressions of opinion contained in the Information Memorandum, procure that such projections and expressions are prepared or made in good faith and on the basis of assumptions believed by the Borrower or any of its subsidiaries to be reasonable and ensure that, if in the opinion of the Arranger it is necessary for the purpose of syndication, the Information Memorandum is updated immediately prior to syndication;
Information Memorandum. The Company will supply Banca del Gottardo on behalf of the holders of the Notes in due time with information and documentation for the preparation by Banca del Gottardo of the Information Memorandum (the "Information Memorandum") relating to the Issue, in compliance with Swiss law. The Information Memorandum shall be reviewed by the Company and Banca del Gottardo.
Information Memorandum the information pertaining to the Company and its subsidiaries which is contained in the Information Memorandum (defined in Article VIII) is accurate in all material respects and there are no other facts the omission of which makes any statement therein materially misleading;
Information Memorandum. The factual information contained in the Information Memorandum is true, complete and accurate in all material respects, the financial projections contained therein have been prepared in good faith on the basis of recent historical information and on the basis of fair and reasonable assumptions and after careful consideration, all material statements of opinion/intention and expectation were made in good faith and after careful consideration and nothing has occurred or been omitted that renders the information contained in the Information Memorandum inaccurate or misleading in any material respect.
Information Memorandum. In the case of the Parent only:
(a) to the best of its knowledge and belief having made all reasonable and proper enquiries, all statements of fact relating to the assets, financial condition and operations of the Group contained in the Information Memorandum and the Agreed Business Plan are true, complete and accurate in all material respects as at their respective dates;
(b) the opinions and views expressed in the Information Memorandum and the Agreed Business Plan represent the honestly held opinions and views of the Parent and were arrived at after careful consideration and were based on reasonable grounds as at their respective dates;
(c) all projections and forecasts contained in the Information Memorandum and the Agreed Business Plan are based upon assumptions (including, without limitation, assumptions as to the future performance of the business, inflation, price increases and efficiency gains) which the Parent has carefully considered and considers to be fair and reasonable as at their respective dates; and
(d) the Information Memorandum and the Agreed Business Plan did not omit to disclose or take into account any matter known to the Parent after due and careful enquiry where failure to disclose or take into account such matter would result in the Information Memorandum and the Agreed Business Plan being misleading in any material respect as at the date thereof.
Information Memorandum. The Information Memorandum, true copies of which have heretofore been delivered to Banc of America, when considered together with this Agreement and any information made available pursuant to the Due Diligence Request or disclosed in writing to Banc of America prior to the Effective Date in connection with this Agreement, does not contain any untrue statement of a material fact and such Information Memorandum does not omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.
Information Memorandum. (a) The information contained in the Information Memorandum was true in all material respects as at its date;
(b) the Information Memorandum did not omit as at its date any material information which, if disclosed, might adversely affect the decision of a person considering whether to enter into this Agreement; and
(c) nothing has occurred since the date of the Information Memorandum which renders the information contained in it untrue or misleading in any material respect which, if disclosed, might adversely affect the decision of a person considering whether to enter into this Agreement.
