Common use of Times for making representations and warranties Clause in Contracts

Times for making representations and warranties. (a) The representations and warranties set out in this Clause 15 (Representations and Warranties) are made by each Obligor on the Signing Date (except for Clause 15.25 (Dutch Banking Act) which shall be made on the Effective Date) and (except for Clauses 15.6(a) (Consents), 15.10 (Financial condition), 15.12 (Security Interests), 15.13(b) (Litigation and insolvency proceedings), 15.14 (Business Plan), 15.15 (Tax liabilities), 15.16 (Ownership of assets), 15.18 (Works councils), 15.19 (Borrower Group structure), 15.20 (ERISA), 15.24 (UPC Financing) and 15.25 (Dutch Banking Act)) are deemed to be made again by each relevant Obligor on the date of each Request, the first day of each Interest Period and on each Utilisation Date with reference to the facts and circumstances then existing. (b) The representations and warranties set out in this Clause 15 (Representations and Warranties) (except Clauses 15.9 (Accounts), 15.10 (Financial condition), 15.14 (Business Plan), 15.19 (Borrower Group structure) and 15.24 (UPC Financing)) are repeated by each Additional Obligor with respect to itself on the date of the Obligor Accession Agreement relating to that Additional Obligor, with reference to the facts and circumstances then subsisting. (c) The representation and warranty made by UPC Distribution in Clause 15.14 (Business Plan) will be deemed to be repeated on the date any updated Business Plan is delivered to the Facility Agent by UPC Distribution, but only in respect of that updated Business Plan, by reference to the facts and circumstances existing on the relevant date.

Times for making representations and warranties. (a) The representations and warranties set out in this Clause 15 (Representations and Warranties) are made by each Obligor on the Signing Date (except for Clause 15.25 (Dutch Banking Act) which shall be made on the Effective Date) and (except for Clauses 15.6(a) (Consents), 15.10 (Financial condition), 15.12 (Security Interests), 15.13(b) (Litigation and insolvency proceedings), 15.14 (Business Plan), 15.15 (Tax liabilities), 15.16 (Ownership of assets), 15.18 (Works councils), 15.19 (Borrower Group structure), 15.20 (ERISA), 15.24 (UPC Financing) and 15.25 (Dutch Banking Act)) are deemed to be made again by each relevant Obligor on the date of each Request, the first day of each Interest Period and on each Utilisation Date with reference to the facts and circumstances then existing. (b) The representations and warranties set out in this Clause 15 (Representations and Warranties) (except Clauses 15.9 (Accounts), 15.10 (Financial condition), 15.14 (Business Plan), 15.19 (Borrower Group structure) and 15.24 (UPC Financing)) are repeated by each Additional Obligor with respect to itself on the date of the Obligor Accession Agreement relating to that Additional Obligor, with reference to the facts and circumstances then subsisting. (c) The representation and warranty made by UPC Distribution Broadband in Clause 15.14 (Business Plan) will be deemed to be repeated on the date any updated Business Plan is delivered to the Facility Agent by UPC DistributionBroadband, but only in respect of that updated Business Plan, by reference to the facts and circumstances existing on the relevant date.

Times for making representations and warranties. (a) The representations and warranties set out in this Clause 15 (Representations and Warranties) are made by each Obligor on the Signing Date (except for Clause 15.25 (Dutch Banking Act) which shall be made on the Effective Date) and (except for Clauses 15.6(a) 15.6 (Consents), 15.10 (Financial condition), 15.12 (Security Interests), 15.13(b) (Litigation and insolvency proceedings), 15.14 (Information), 15.14A (Business Plan), 15.15 (Tax liabilities), 15.16 (Ownership of assets), 15.18 (Works councils), 15.19 (Borrower Group structure), 15.20 (ERISA), 15.24 (UPC FinancingUS Borrower) and 15.25 (Dutch Banking Act)) are deemed to be made again by each relevant Obligor on the date of each Request, the first day of each Interest Period and on each Utilisation Date with reference to the facts and circumstances then existing. (b) The representations and warranties set out in this Clause 15 (Representations and Warranties) (except Clauses 15.9 (Accounts), 15.10 (Financial condition), 15.14 (Information), 15.14A (Business Plan), 15.19 (Borrower Group structure) and 15.24 (UPC FinancingUS Borrower)) are repeated by each Additional Obligor Guarantor with respect to itself on the date of the Obligor Guarantor Accession Agreement relating to that Additional ObligorGuarantor, with reference to the facts and circumstances then subsisting. (c) The representation and warranty made by UPC Distribution Broadband in Clause 15.14 (Information) will be deemed to be repeated on the date any updated Information Memorandum is delivered to the Facility Agent by UPC Broadband, but only in respect of that updated Information Memorandum, by reference to the facts and circumstances existing on the relevant date. (d) The representation and warranty made by UPC Broadband in Clause 15.14A (Business Plan) will be deemed to be repeated on the date any updated Business Plan is delivered to the Facility Agent by UPC DistributionBroadband, but only in respect of that updated Business Plan, by reference to the facts and circumstances existing on the relevant date.

Times for making representations and warranties. (a) The representations and warranties set out in this Clause 15 22 (Representations and Warranties) are made by each Obligor on the Signing Date (except for Clause 15.25 22.25 (Dutch Banking Act) which shall be made on the Effective Date) and (except for Clauses 15.6(a22.6(a) (Consents), 15.10 22.10 (Financial condition), 15.12 22.12 (Security Interests), 15.13(b22.13(b) (Litigation and insolvency proceedings), 15.14 22.14 (Business Plan), 15.15 22.15 (Tax liabilities), 15.16 22.16 (Ownership of assets), 15.18 22.18 (Works councils), 15.19 22.19 (Borrower Group structure), 15.20 22.20 (ERISA), 15.24 22.24 (UPC Financing) and 15.25 22.25 (Dutch Banking Act)) are deemed to be made again by each relevant Obligor on the date of each Request, the first day of each Interest Period and on each Utilisation Date with reference to the facts and circumstances then existing. (b) The representations and warranties set out in this Clause 15 22 (Representations and Warranties) (except Clauses 15.9 22.9 (Accounts), 15.10 22.10 (Financial condition), 15.14 22.14 (Business Plan), 15.19 22.19 (Borrower Group structure) and 15.24 22.24 (UPC Financing)) are repeated by each Additional Obligor with respect to itself on the date of the Obligor Accession Agreement relating to that Additional Obligor, with reference to the facts and circumstances then subsisting. (c) The representation and warranty made by UPC Distribution Broadband in Clause 15.14 22.14 (Business Plan) will be deemed to be repeated on the date any updated Business Plan is delivered to the Facility Agent by UPC DistributionBroadband, but only in respect of that updated Business Plan, by reference to the facts and circumstances existing on the relevant date.

Times for making representations and warranties. (a) The representations and warranties set out in this Clause 15 (Representations and Warranties) are made by each Obligor on the Signing Date (except for Clause 15.25 (Dutch Banking Act) which shall be made on the Effective Date) and (except for Clauses 15.6(a) 15.6 (Consents), 15.10 (Financial condition), 15.12 (Security Interests), 15.13(b) (Litigation and insolvency proceedings), 15.14 21.14 (Information), 15.14A (Business Plan), 15.15 (Tax liabilities), 15.16 (Ownership of assets), 15.18 (Works councils), 15.19 (Borrower Group structure), 15.20 (ERISA), 15.24 21.24 (UPC FinancingUS Borrower) and 15.25 21.25 (Dutch Banking Act)) are deemed to be made again by each relevant Obligor on the date of each Request, the first day of each Interest Period and on each Utilisation Date with reference to the facts and circumstances then existing. (b) The representations and warranties set out in this Clause 15 (Representations and Warranties) (except Clauses 15.9 (Accounts), 15.10 (Financial condition), 15.14 21.14 (Information), 15.14A (Business Plan), 15.19 (Borrower Group structure) and 15.24 21.24 (UPC FinancingUS Borrower)) are repeated by each Additional Obligor Guarantor with respect to itself on the date of the Obligor Guarantor Accession Agreement relating to that Additional ObligorGuarantor, with reference to the facts and circumstances then subsisting. (c) The representation and warranty made by UPC Distribution in Clause 15.14 21.14 (Information) will be deemed to be repeated on the date any updated Information Memorandum is delivered to the Facility Agent by UPC Distribution, but only in respect of that updated Information Memorandum, by reference to the facts and circumstances existing on the relevant date. (d) The representation and warranty made by UPC Distribution in Clause 15.14A (Business Plan) will be deemed to be repeated on the date any updated Business Plan is delivered to the Facility Agent by UPC Distribution, but only in respect of that updated Business Plan, by reference to the facts and circumstances existing on the relevant date.

Times for making representations and warranties. (a) The representations and warranties set out in this Clause 15 19 are made by each Obligor regarding itself (Representations other than those contained in Clauses 19.7 (Accounts)) on the Signing Date, the representations and Warrantieswarranties set out in Clause 19.21 (No Material Misstatements) are also deemed to be made by each Obligor on the Signing Syndication End Date and the representations and warranties set out in Clauses 19.1 (except for Clause 15.25 Status), 19.2 (Dutch Banking Act) which shall be made on the Effective DatePowers and Authority), 19.3 (Legal Validity), 19.16 (Margin Stock), 19.19 (No Immunity), 19.20 (Centre of Main Interests) and 19.22 (except for Clauses 15.6(a) (Consents), 15.10 (Financial condition), 15.12 (Security Interests), 15.13(b) (Litigation and insolvency proceedings), 15.14 (Business Plan), 15.15 (Tax liabilities), 15.16 (Ownership of assets), 15.18 (Works councils), 15.19 (Borrower Group structure), 15.20 (ERISA), 15.24 (UPC Financing) and 15.25 (Dutch Banking Act)Solvency) are deemed to be made again by each relevant Obligor Obligor, security provider or Bidco (as applicable), on the date of each Utilisation Request, on the first day date of each Interest Period in relation to an Advance under a Term Facility and on each Utilisation Date with reference to the facts and circumstances then existing. (b) The representations and warranties set out in this Clause 15 (Representations and Warranties) (except Clauses 15.9 19.7 (Accounts), 15.10 are, in each case, made by Bidco on the date of each Utilisation Request, on the first date of each Interest Period in relation to an Advance under a Term Facility and on each Utilisation Date with reference to the facts and circumstances then existing, in each case, following the Closing Date. (Financial conditionc) The representations and warranties set out in this Clause 19 (except 19.7 (Accounts), 15.14 19.13 (Business PlanGroup Structure Chart), 15.19 21.11 (Borrower Taxation), 19.13 (Group structureStructure Chart) and 15.24 19.18 (UPC FinancingClaims Pari Passu)) are repeated by each Additional Obligor with respect to itself only on the date of the Obligor Accession Agreement relating to that Additional Obligor, with reference to the facts and circumstances then subsisting. (c) The representation and warranty made by UPC Distribution in Clause 15.14 (Business Plan) will be deemed to be repeated on the date any updated Business Plan is delivered to the Facility Agent by UPC Distribution, but only in respect of that updated Business Plan, by reference to the facts and circumstances existing on the relevant date.

Times for making representations and warranties. (a) The representations and warranties set out in this Clause 15 (Representations and Warranties) are made by each Obligor on the Signing Date (except for Clause 15.25 (Dutch Banking Act) which shall be made on the Effective Date) and (except for Clauses 15.6(a) 15.6 (Consents), 15.10 (Financial condition), 15.12 (Security Interests), 15.13(b) (Litigation and insolvency proceedings), 15.14 (Information), 15.14A (Business Plan), 15.15 (Tax liabilities), 15.16 (Ownership of assets), 15.18 (Works councils), 15.19 (Borrower Group structure), 15.20 (ERISA), 15.24 (UPC FinancingUS Borrower) and 15.25 (Dutch Banking Act)) are deemed to be made again by each relevant Obligor on the date of each Request, the first day of each Interest Period and on each Utilisation Date with reference to the facts and circumstances then existing. (b) The representations and warranties set out in this Clause 15 (Representations and Warranties) (except Clauses 15.9 (Accounts), 15.10 (Financial condition), 15.14 (Information), 15.14A (Business Plan), 15.19 (Borrower Group structure) and 15.24 (UPC FinancingUS Borrower)) are repeated by each Additional Obligor Guarantor with respect to itself on the date of the Obligor Guarantor Accession Agreement relating to that Additional ObligorGuarantor, with reference to the facts and circumstances then subsisting. (c) The representation and warranty made by UPC Distribution in Clause 15.14 (Information) will be deemed to be repeated on the date any updated Information Memorandum is delivered to the Facility Agent by UPC Distribution, but only in respect of that updated Information Memorandum, by reference to the facts and circumstances existing on the relevant date. (d) The representation and warranty made by UPC Distribution in Clause 15.14A (Business Plan) will be deemed to be repeated on the date any updated Business Plan is delivered to the Facility Agent by UPC Distribution, but only in respect of that updated Business Plan, by reference to the facts and circumstances existing on the relevant date.

Times for making representations and warranties. (a) The representations and warranties set out in this Clause 15 21 are made by each Obligor or the Parent (Representations as applicable) regarding itself (other than those contained in Clauses 22.9 (Accounts) and Warranties22.10 (Financial Condition) which shall only be made by the Parent) on the Signing Date, the representations and warranties set out in Clause 22.26 (No Material Misstatements) are also deemed to be made by each Obligor on the Signing Date Syndication End Date, the representations and warranties set out in Clauses 22.2 (except for Clause 15.25 Status), 22.3 (Dutch Banking Act) which shall be made on the Effective DatePowers and Authority), 22.4 (Legal Validity), 22.9 (Accounts), 22.19 (Margin Stock), 22.24 (No Immunity) and 22.25 (except for Clauses 15.6(a) (Consents), 15.10 (Financial condition), 15.12 (Security Centre of Main Interests), 15.13(b) (Litigation and insolvency proceedings), 15.14 (Business Plan), 15.15 (Tax liabilities), 15.16 (Ownership of assets), 15.18 (Works councils), 15.19 (Borrower Group structure), 15.20 (ERISA), 15.24 (UPC Financing) and 15.25 (Dutch Banking Act)) are deemed to be made again by each relevant Obligor or the Parent (as applicable), on the date of each RequestUtilisation Request (and in relation to any representation and warranties to be given by the US Borrower on such date at any time when the US Borrower is not a Party, such representations and warranties shall be given by the Parent on behalf of the US Borrower), on the first day date of each Interest Period in relation to an Advance under a Term Facility and on each Utilisation Date with reference to the facts and circumstances then existing and the representations and warranties set out in Clause 22.27 (Solvency) are deemed to be made by the US Obligors on the dates set out in that clause with reference to the facts and circumstances then existing. (b) The representations and warranties set out in this Clause 15 (Representations and Warranties) 21 (except Clauses 15.9 22.9 (Accounts), 15.10 22.10 (Financial conditionCondition), 15.14 22.15 (Business PlanTaxation), 15.19 22.18 (Borrower Bank Group structureStructure) and 15.24 22.23 (UPC FinancingClaims Pari Passu)) are repeated by each Additional Obligor with respect to itself only on the date of the Obligor Accession Agreement relating to that Additional Obligor, with reference to the facts and circumstances then subsisting. (c) The representation and warranty made by UPC Distribution in Clause 15.14 (Business Plan) will be deemed to be repeated on the date any updated Business Plan is delivered to the Facility Agent by UPC Distribution, but only in respect of that updated Business Plan, by reference to the facts and circumstances existing on the relevant date.

Times for making representations and warranties. (a) The representations and warranties set out in this Clause 15 16 (Representations and Warranties) are made by each Original Obligor on the Signing Date (except for Clause 15.25 (Dutch Banking Act) which shall be made on the Effective Date) date of this Agreement and (except for Clauses 15.6(a) 16.7 (ConsentsAuthorisations), 15.10 16.9 (Financial conditionNo material adverse change), 15.12 (Security Interests), 15.13(b) 16.10 (Litigation and insolvency proceedings), 15.14 16.11 (Business Plan), 15.15 16.12 (No misleading information), 16.13 (Tax liabilitiesLiabilities), 15.16 16.14 (Security Interests), 16.17 (Ownership of assets), 15.18 (Works councils), 15.19 (Borrower Group structure), 15.20 and 16.19 (ERISA), 15.24 (UPC Financing) and 15.25 (Dutch Banking Act)) are deemed to be made again by each relevant Obligor on the date of each Request, the first day of each Interest Period Term and on each Utilisation Date with reference to the facts and circumstances then existing. (b) The representations and warranties set out in this Clause 15 16 (Representations and Warranties) (except Clauses 15.9 16.8 (AccountsFinancial statements), 15.10 16.9 (Financial conditionNo material adverse change), 15.14 16.11 (Business Plan), 15.19 (Borrower Group structure) and 15.24 16.12 (UPC Financing)No misleading information) are repeated by each Additional Obligor with respect to itself on the date of the Obligor Accession Agreement relating to that Additional Obligor, with reference to the facts and circumstances then subsisting. (c) The representation and warranty made by UPC Distribution in Clause 15.14 16.11 (Business Plan) will be deemed to be repeated on the date any updated Business Plan is delivered to the Facility Agent by UPC Distributionthe Company, but only in respect of that updated Business Plan, by reference to the facts and circumstances existing on the relevant date. (d) The representation and warranty in 16.12 (No misleading information) will be made on the date of this Agreement and deemed to be made on the earlier of: (i) the date on which the Company confirms to the Facility Agent that it has approved the Information Package; and (ii) 12 October 2007. (e) When a representation and warranty is repeated, it is applied to the circumstances existing at the time of repetition.