Common use of Information Memorandum Clause in Contracts

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) All factual information provided in connection with the syndication of the Initial Authorised Credit Facilities to: (i) the relevant Original Initial ACF Lenders (or the relevant arrangers or agents in respect of such Initial Authorised Credit Facilities); and/or (ii) each consultant or third party expert providing information for inclusion in each Information Memorandum, by or on behalf of any Obligor is, to the best of the Parent's its knowledge and ---------------------- belief after making all due enquiry, true, complete and accurate in all material respects on the date at which it is stated to apply. (b) Any Information Memorandum contains all material information, such information is, to the best of its knowledge and belief, true, accurate and complete in all material respect and is not misleading in any material respect, and the opinions and intentions expressed therein are honestly held and based on reasonable assumptions and, to the best of each of its knowledge and belief, there are no other facts in relation thereto the omission of which would make any statement in such Information Memorandum, as at the date it was prepared or at which it is stated or given, or the opinions or intentions expressed therein untrue or misleading in any material respect, and all reasonable enquiries have been made to verify the foregoing. (c) The illustrative financial projections, forecasts and the underlying assumptions set out in (i) each Prospectus; and (ii) each Information Memorandum; supplied to the Finance Parties, the Bondholders or the PP Noteholders on or after the Establishment Date by it or its professional advisors in connection with the Finance Documents and/or the Prospectus, were prepared by it and on the basis of reasonable assumptions that were fair (as at the date of the Information Memorandum relevant report or document containing the factual information relating to projection and/or forecast) and were arrived at after careful consideration and, as at the Restricted Group contained relevant date, were consistent in substance (although, for the Information Memorandum was true and accurate avoidance of doubt, not necessarily in all material respects and not misleading in any material respect and manner or style of presentation) with the Information Memorandum does not omit any material facts; all reasonable enquiries have been made requirements of the applicable Accounting Standards (it being acknowledged by the Parent to verify the facts and statements relating to the Restricted Group contained therein; all opinions, Finance Parties that such projections and forecasts contained therein are subject to uncertainties and the assumptions on which such opinionscontingencies, 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 many 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 wholeare beyond Elenia's control, and (ii) any person other than any member of the Restricted Group; and (i) Environmental Matters ---------------------that they may differ from actual results).

Information Memorandum. to the best of the ParentBorrower's knowledge and ---------------------- belief after due enquiry, as at the date of the Information Memorandum the factual information relating to the Restricted Group and the Shareholder contained in the Information Memorandum was is true and accurate in all material respects and not misleading in any material respect and the Information Memorandum does not omit any material facts; as at the date of the Information Memorandum all reasonable enquiries have been made by the Parent Borrower to verify the facts and statements relating to the Restricted Group and the Shareholder contained thereintherein as at the date of the Information Memorandum; 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 have been prepared by the views Borrower on the basis of assumptions which the Parent Borrower believed were reasonable as at of the date of such projections in the Information Memorandumlight of current and reasonably foreseeable business conditions; there are no material facts or circumstances which have not been disclosed to the Arranger Joint Arrangers 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 AgreementMemorandum. 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 ---------------------Group and the Shareholder;

Information Memorandum. (a) All factual information provided in connection with the syndication of the Initial Authorised Credit Facilities to: (i) the relevant Original Initial ACF Lenders (or the relevant arrangers or agents in respect of such Initial Authorised Credit Facilities); and/or (ii) each consultant or third party expert providing information for inclusion in each Information Memorandum, by or on behalf of any Obligor is, to the best of the Parent's its knowledge and ---------------------- belief after making all due enquiry, true, complete and accurate in all material respects on the date at which it is stated to apply. (b) Any Information Memorandum contains all material information, such information is, to the best of its knowledge and belief, true, accurate and complete in all material respect and is not misleading in any material respect, and the opinions and intentions expressed therein are honestly held and based on reasonable assumptions and, to the best of each of its knowledge and belief, there are no other facts in relation thereto the omission of which would make any statement in such Information Memorandum, as at the date it was prepared or at which it is stated or given, or the opinions or intentions expressed therein untrue or misleading in any material respect, and all reasonable enquiries have been made to verify the foregoing. (c) The illustrative financial projections, forecasts and the underlying assumptions set out in (i) each Prospectus; and (ii) each Information Memorandum; supplied to the Finance Parties, the Bondholders or the PP Noteholders on or after the Establishment Date by it or its professional advisors in connection with the Finance Documents and/or the Prospectus, were prepared by it and on the basis of reasonable assumptions that were fair (as at the date of the Information Memorandum relevant report or document containing the factual information relating to projection and/or forecast) and were arrived at after careful consideration and, as at the Restricted Group contained relevant date, were consistent in substance (although, for the Information Memorandum was true and accurate avoidance of doubt, not necessarily in all material respects and not misleading in any material respect and manner or style of presentation) with the Information Memorandum does not omit any material facts; all reasonable enquiries have been made requirements of the applicable Accounting Standards (it being acknowledged by the Parent to verify the facts and statements relating to the Restricted Group contained therein; all opinions, Finance Parties that such projections and forecasts contained therein are subject to uncertainties and the assumptions on which such opinionscontingencies, 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 many 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 wholeare beyond Elenia's control, and (ii) any person other than any member of the Restricted Group; and (i) Environmental Matters ---------------------that they may differ from actual results).‌