OR DOCUMENT CONTAINING
THE INFORMATION.
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(B)
ANY FINANCIAL PROJECTIONS OR FORECASTS
CONTAINED IN THE INFORMATION MEMORANDUM OR BUSINESS PLAN HAVE BEEN PREPARED ON
THE BASIS OF RECENT HISTORICAL INFORMATION AND ON THE BASIS OF ASSUMPTIONS
BELIEVED TO BE REASONABLE.
(C)
THE EXPRESSIONS OF OPINION OR INTENTION
PROVIDED BY OR ON BEHALF OF AN OBLIGOR FOR THE PURPOSES OF THE INFORMATION
MEMORANDUM OR BUSINESS PLAN WERE ARRIVED AT AFTER CAREFUL CONSIDERATION AND WERE
FAIR AND BASED 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EXCEPT TO THE EXTENT SUPERSEDED BY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
80
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