ON
REASONABLE GROUNDS.
(D)
NO EVENT OR CIRCUMSTANCE HAS OCCURRED OR ARISEN AND NO
INFORMATION HAS BEEN OMITTED FROM THE INFORMATION MEMORANDUM OR BUSINESS PLAN
AND NO INFORMATION HAS BEEN GIVEN OR WITHHELD THAT RESULTS IN THE INFORMATION,
OPINIONS, INTENTIONS, FORECASTS OR PROJECTIONS CONTAINED IN THE INFORMATION
MEMORANDUM OR THE BUSINESS PLAN BEING UNTRUE OR MISLEADING OR OTHER THAN FAIR
AND REASONABLE IN ANY MATERIAL RESPECT.
(E)
ALL OTHER WRITTEN INFORMATION WHICH IS REQUIRED TO BE PROVIDED
UNDER ANY OF THE FINANCE DOCUMENTS BY ANY MEMBER OF THE GROUP (INCLUDING ITS
ADVISERS) WAS TRUE, COMPLETE AND ACCURATE IN ALL MATERIAL RESPECTS AS AT THE
DATE IT WAS PROVIDED AND IS NOT MISLEADING IN ANY MATERIAL RESPECT.
The representations and warranties made by any Obligor in this Clause 22.10 are
made only in so far as it is aware after making reasonable enquiries.
22.11
FINANCIAL STATEMENTS
(A)
ITS ORIGINAL FINANCIAL STATEMENTS WERE (SAVE AS DISCLOSED
THEREIN) PREPARED IN ACCORDANCE WITH THE ACCOUNTING PRINCIPLES CONSISTENTLY
APPLIED.
(B)
ITS ORIGINAL FINANCIAL STATEMENTS GIVE A TRUE AND FAIR VIEW OF
ITS FINANCIAL CONDITION AND OPERATIONS DURING THE RELEVANT FINANCIAL YEAR.
(C)
EXCEPT TO THE EXTENT SUPERSEDED BY SUBSEQUENTLY DELIVERED
FINANCIAL STATEMENTS, EACH SET OF FINANCIAL STATEMENTS DELIVERED PURSUANT TO
CLAUSE 23.1 (FINANCIAL STATEMENTS) WERE PREPARED IN ACCORDANCE WITH THE
ACCOUNTING PRINCIPLES AND GIVES (IN CONJUNCTION WITH THE NOTES THERETO) A TRUE
AND FAIR VIEW OF (IN THE CASE OF AUDITED FINANCIAL STATEMENTS OR, IN THE CASE OF
ANY MANAGEMENT ACCOUNTS, ARE REASONABLY BELIEVED TO FAIRLY REPRESENT) OR FAIRLY
REPRESENTS (IN THE CASE OF UNAUDITED FINANCIAL STATEMENTS) ITS FINANCIAL
CONDITION AND OPERATIONS AS AT THE DATE AT WHICH THOSE FINANCIAL STATEMENTS WERE
DRAWN UP.
(D)
AS FAR AS IT IS AWARE AFTER MAKING REASONABLE ENQUIRIES, NO
MEMBER OF THE GROUP, AS AT THE DATE AS OF WHICH THE ORIGINAL FINANCIAL
STATEMENTS AND ANY FINANCIAL STATEMENTS DELIVERED HEREUNDER PURSUANT TO CLAUSE
23.1 (FINANCIAL STATEMENTS) WERE PREPARED, FAILED TO DISCLOSE OR RESERVE AGAINST
ANY LIABILITIES (CONTINGENT OR OTHERWISE AND INCLUDING IN RELATION TO PENSIONS
OR EMPLOYEE BENEFIT SCHEMES) NOR ANY UNREALISED ANTICIPATED LOSSES ARISING FROM
COMMITMENTS ENTERED INTO BY IT WHICH, IN ACCORDANCE WITH ACCOUNTING PRINCIPLES,
IT SHOULD HAVE DISCLOSED OR RESERVED AGAINST AND WHICH IS LIKELY TO HAVE A
MATERIAL ADVERSE EFFECT.
22.12
NO PROCEEDINGS PENDING OR THREATENED
No litigation, arbitration or administrative proceedings or investigations of or
before any court, arbitral body or agency which, if adversely determined, would
be likely to have a Material Adverse Effect have been started or threatened
against it or any of its
78
Subsidiaries nor, to the best of its knowledge and belief, are there any
circumstances likely to give rise to any such litigation, arbitration or
administrative proceedings or investigations which would be likely to have a
Material Adverse Effect.
22.13
ENVIRONMENTAL AND OTHER LAWS
(A)
EACH MEMBER OF THE GROUP IS IN COMPLIANCE WITH CLAUSE 25.3
(ENVIRONMENTAL COMPLIANCE) AND, TO THE BEST OF ITS KNOWLEDGE AND BELIEF, NO
CIRCUMSTANCES HAVE OCCURRED WHICH WOULD PREVENT THAT PERFORMANCE