MANY OF WHICH ARE BEYOND THE CONTROL OF THE COMPANY
AND/OR TCN AND THAT NO ASSURANCE CAN BE GIVEN THAT SUCH PROJECTIONS WILL BE
REALISED); AND
(D)
(OTHER THAN IN RESPECT OF THE FINANCIAL
PROJECTIONS AND FORECASTS REFERRED TO IN PARAGRAPH (C) ABOVE), THE INFORMATION
MEMORANDA DID NOT OMIT TO DISCLOSE OR TAKE INTO ACCOUNT ANY MATTER KNOWN TO THE
COMPANY AFTER DUE AND CAREFUL ENQUIRY WHERE FAILURE TO DISCLOSE OR TAKE INTO
ACCOUNT SUCH MATTER WOULD RESULT IN:
(I)
THE INITIAL INFORMATION MEMORANDUM BEING
MISLEADING IN ANY MATERIAL RESPECT AS AT THE ORIGINAL EXECUTION DATE; AND
(II)
THE SUBSEQUENT INFORMATION MEMORANDUM BEING
MISLEADING IN ANY MATERIAL RESPECT AS AT THE DATE IT IS ISSUED.
21.17
INDEBTEDNESS AND ENCUMBRANCES
(A)
SAVE AS PERMITTED UNDER THIS AGREEMENT,
NEITHER IT NOR ANY MEMBER OF THE BANK GROUP HAS INCURRED ANY FINANCIAL
INDEBTEDNESS WHICH IS OUTSTANDING.
(B)
SAVE AS PERMITTED UNDER THIS AGREEMENT, NO
ENCUMBRANCE EXISTS OVER ALL OR ANY OF THE PRESENT OR FUTURE REVENUES OR ASSETS
OF ANY MEMBER OF THE BANK GROUP.
(C)
IN RELATION TO THE PARENT ONLY, SAVE AS
PROVIDED IN THE SECURITY DOCUMENTS NO ENCUMBRANCE EXISTS OVER ANY OF ITS RIGHTS,
TITLE OR INTEREST IN THE SHARES OF THE COMPANY OR THE PARENT INTERCOMPANY DEBT
OWED TO IT BY THE COMPANY.
112
21.18
EXECUTION OF FINANCE DOCUMENTS
Its execution of the Finance Documents to which it is party and the exercise of
its rights and performance of its obligations thereunder do not and will not:
(A)
CONFLICT WITH ANY AGREEMENT, MORTGAGE, BOND
OR OTHER INSTRUMENT OR TREATY TO WHICH IT IS A PARTY OR WHICH IS BINDING UPON IT
OR ANY OF ITS ASSETS (SAVE AS CONTEMPLATED BY PARAGRAPHS (D) AND (E) OF THE
DEFINITION OF RESERVATIONS) IN A MANNER THAT COULD REASONABLY BE EXPECTED TO
HAVE A MATERIAL ADVERSE EFFECT;
(B)
CONFLICT WITH ANY MATTER CONTAINED IN ITS
CONSTITUTIONAL DOCUMENTS; OR
(C)
CONFLICT WITH ANY APPLICABLE LAW.
21.19
STRUCTURE
(A)
THE GROUP STRUCTURE CHART IS A COMPLETE AND
ACCURATE REPRESENTATION OF THE STRUCTURE OF THE NTL GROUP AND THE TELEWEST
GROUP, IN EACH CASE, IN ALL MATERIAL RESPECTS PRIOR TO THE MERGER CLOSING DATE.
(B)
THE COMPANY IS A WHOLLY OWNED SUBSIDIARY OF
THE PARENT.
(C)
IN THE CASE OF THE PARENT, IT DOES NOT
CARRY ON ANY BUSINESS OR CONDUCT ANY ACTIVITIES (OTHER THAN IN RESPECT OF THE
EXISTING HIGH YIELD OFFERING, AND ANY ON LENDING OF THE PROCEEDS THEREOF).
(D)
UPON CONSUMMATION OF THE MERGER, NTL
SHALL
BE A DIRECT WHOLLY-OWNED SUBSIDIARY OF THE ULTIMATE PARENT.
21.20
ENVIRONMENTAL MATTERS
(A)
IT HAS TO THE BEST OF ITS KNOWLEDGE AND
BELIEF:
(I)
COMPLIED WITH ALL ENVIRONMENTAL LAWS TO
WHICH IT IS SUBJECT;
(II)
OBTAINED ALL ENVIRONMENTAL LICENCES REQUIRED
IN CONNECTION WITH ITS BUSINESS; AND
(III)
COMPLIED WITH THE TERMS OF ALL SUCH
ENVIRONMENTAL LICENCES,
in each case where failure to do so could reasonably be expected to have a
Material Adverse Effect.
(B)
TO THE BEST OF ITS KNOWLEDGE AND BELIEF,
THERE IS NO