Common use of Information Package Clause in Contracts

Information Package. In the case of KDG and KDVS only: (a) as at the date of this Agreement and on the Syndication Date, the Base Case Model has been prepared on a basis consistent with the Accounting Principles as used in preparing the Base Financial Statements consistently applied; (b) as at the date the Information Package (or part of it) is released to the Mandated Lead Arranger for distribution in connection with syndication, and as at each Syndication Date: (i) all expressions of opinion or intention made by a member of the Group contained in the Information Package were made after careful consideration and were believed to be reasonable as at the date at which they are stated to be given; (ii) all forecasts and projections made by a member of the Group contained in the Information Package were prepared on the basis of recent historical information and assumptions which were believed to be reasonable at that date and were not misleading in any material respect at that date (it being understood that such projections are subject to significant uncertainties and contingencies many of which are beyond the control of KDG and/or KDVS); (iii) all factual information contained in the Information Package (Relevant Information) was true and accurate in all material respects as at its date or (if appropriate) as at the date (if any) at which it is stated to be given; (iv) the Relevant Information did not omit as at its date any information the omission of which would make the Relevant Information untrue or misleading in any material respect as at its date; and (v) as at the Syndication Date nothing has occurred since the date of the Information Package which renders any of the Relevant Information, expressions of opinion or intention by a member of the Group, projections or conclusions by a member of the Group contained in the Information Package inaccurate or misleading (or in the case of expressions of opinion, conclusions or projections, other than believed to be fair and reasonable) in any material respect in the context of the transactions contemplated by the Finance Documents, provided that each of the representations set out in sub-paragraphs (iii) to (v) (inclusive) above in relation to Relevant Information will be qualified by the awareness of KDG and/or KDVS after due enquiry; (c) KDG may make specific written disclosures in reasonable detail to the Facility Agent to be received by the Facility Agent at least five Business Days prior to the Syndication Date against paragraphs (a) and (b) above for the purpose of their repetition as at the Syndication Date and paragraphs (a) and (b) will be deemed to be qualified by those written disclosures.

Information Package. In So far as the case of KDG Borrower is aware and KDVS only: (a) save as at disclosed in writing to the Facility Agent and the Lenders prior to the date of this Agreement (or, in relation to the Information Package, prior to the date of the Information Package or in relation to the Initial Fund Due Diligence Documentation, prior to the date of the applicable Initial Fund Due Diligence Document): (a) all material statements of fact contained in the Information Package (to the extent relating to the Underlying Target Group or the business of the Underlying Group or the Underlying Target Group) were true and on are accurate in all material respects as at the Syndication Date, date such statements were made; (b) the Base Case Model Underlying Business Plan has been prepared on a basis consistent in all material respects with the applicable Underlying Accounting Principles (having regard to the fact that it was prepared for investment purposes and to the extent appropriate for a model not subject to audit procedures) and (as used in preparing far as the Base Financial Statements consistently appliedBorrower is aware) has been approved by the board of directors of the Underlying Issuer; (bc) as at the date the Information Package (any projections, forecasts or part of it) is released to the Mandated Lead Arranger for distribution in connection with syndication, and as at each Syndication Date: (i) all expressions of opinion or intention made by a member of the Group opinions contained in the Information Package were made after careful consideration (to the extent attributable to the Underlying Issuer and/or management of the Underlying Issuer) were based upon (in relation to the projections and were believed forecasts) assumptions and (in relation to the opinions) grounds, in each case, which (as far as the Borrower is aware) the Underlying Issuer carefully considered and considered to be reasonable as at the date at which they are stated to be given; time of being made (ii) all provided that each Finance Party acknowledges that any projections and forecasts and projections made by a member of the Group contained in the Information Package were prepared on the basis of recent historical information and assumptions which were believed to be reasonable at that date and were not misleading in any material respect at that date (it being understood that such projections are subject to significant uncertainties and contingencies many of which are beyond the control of KDG and/or KDVSand that no assurance can be given that such projections or forecasts will be realised); (iiid) all factual no event or circumstance has occurred or arisen and no information has been omitted from the Information Package and no information has been given or withheld that results in the information, opinions, intentions, forecasts or projections contained in the Information Package (Relevant Information) was true and accurate in all material respects as at its date or (if appropriate) as at the date (if any) at which it is stated to be given; (iv) the Relevant Information did not omit as at its date any information the omission of which would make the Relevant Information being untrue or misleading in any material respect as at its daterespect; and (ve) insofar as it relates to the Underlying Target Group, the Information Package did not omit to disclose or take into account any matter known to the Borrower at the Syndication Date nothing has occurred since the date of the Information Package which renders any of the Relevant Information, expressions of opinion issuance thereof where failure to disclose or intention by a member of the Group, projections or conclusions by a member of the Group contained take into account such matter would result in the Information Package inaccurate Package, or the information contained therein, when taken as a whole being misleading (or in the case of expressions of opinion, conclusions or projections, other than believed to be fair and reasonable) in any material respect in the context of the transactions contemplated by the Finance Documents, provided that each of the representations set out in sub-paragraphs (iii) to (v) (inclusive) above in relation to Relevant Information will be qualified by the awareness of KDG and/or KDVS after due enquiry; (c) KDG may make specific written disclosures in reasonable detail to the Facility Agent to be received by the Facility Agent at least five Business Days prior to the Syndication Date against paragraphs (a) and (b) above for the purpose of their repetition Underlying Transaction taken as at the Syndication Date and paragraphs (a) and (b) will be deemed to be qualified by those written disclosures.a whole. Ashurst

Information Package. (i) In relation to the case of KDG and KDVS onlyYell Information Package: (aA) as at the date all statements of this Agreement and on the Syndication Date, the Base Case Model has been prepared on a basis consistent with the Accounting Principles as used in preparing the Base Financial Statements consistently applied; (b) as at the date the Information Package (or part of it) is released fact relating to the Mandated Lead Arranger for distribution in connection with syndicationassets, financial condition and as at each Syndication Date: (i) all expressions of opinion or intention made by a member operations of the Group Business contained in the Yell Information Package were made after careful consideration and were believed to be reasonable as at the date at which they are stated to be given; (ii) all forecasts and projections made by a member of the Group contained in the Information Package were prepared on the basis of recent historical information and assumptions which were believed to be reasonable at that date and were not misleading in any material respect at that date (it being understood that such projections are subject to significant uncertainties and contingencies many of which are beyond the control of KDG and/or KDVS); (iii) all factual information contained in the Information Package (Relevant Information) was true and accurate in all material respects as respects; (B) the opinions and views expressed in the Yell Syndication Memorandum represent the honestly held opinions and views of the Parent and Management and were arrived at its date or after careful consideration and were based on reasonable grounds; (if appropriateC) the projections and forecasts contained in the Agreed Financial Projections (in the agreed form as at the date Yell Completion Date) are based upon assumptions (if anyincluding, without limitation, assumptions as to the future performance of the Business, inflation, price increases and efficiency gains) at which it is stated the Parent and Management have carefully considered and consider to be givenfair and reasonable (it being recognised by the Agents and the Banks that such Agreed Financial Projections are not guarantees of future performance and that the actual results (during the periods covered by such Agreed Financial Projections) may differ materially in practice from the projected results set forth therein); (ivD) after careful consideration, the Relevant Yell Information did Package does not omit as at its date to disclose or take into account any matter known to the Parent or Management where failure to disclose or take into account such matter would result in the Yell Information Package (or any information the omission of which would make the Relevant Information untrue or projection contained therein) being misleading in any material respect as at its daterespect; and (vE) as at the Syndication Date nothing has occurred or come to light since the date as at which the Yell Information Package was prepared which, insofar as the Parent or Management is aware, renders any material facts forming the basis thereof materially inaccurate or misleading or which makes any of the Information Package which projections or forecasts contained therein materially unfair or unreasonable or renders any of the Relevant Informationassumptions upon which the projections are based materially unfair or unreasonable. (ii) In relation to the ▇▇▇▇▇▇ Information Package: (A) all statements of fact relating to the assets, expressions of opinion or intention by a member of the Group, projections or conclusions by a member financial condition and operations of the Group and the ▇▇▇▇▇▇ Business contained in the ▇▇▇▇▇▇ Information Package inaccurate or misleading are true and accurate in all material respects; (or B) the opinions and views expressed in the case ▇▇▇▇▇▇ Syndication Memorandum represent the honestly held opinions and views of expressions the Parent and Management and were arrived at after careful consideration and were based on reasonable grounds; (C) the projections and forecasts contained in the Agreed Financial Projections (in the agreed form as at the ▇▇▇▇▇▇ Completion Date taking account of opinionthe ▇▇▇▇▇▇ Acquisition) are based upon assumptions (including, conclusions or projectionswithout limitation, other than believed assumptions as to the future performance of the Business, inflation, price increases and efficiency gains) which the Parent and Management have carefully considered and consider to be fair and reasonablereasonable (it being recognised by the Agents and the Banks that such Agreed Financial Projections are not guarantees of future performance and that the actual results (during the periods covered by such Agreed Financial Projections) may differ materially in practice from the projected results set forth therein); (D) after careful consideration, the ▇▇▇▇▇▇ Information Package does not omit to disclose or take into account any matter known to the Parent or Management where failure to disclose or take into account such matter would result in the ▇▇▇▇▇▇ Information Package (or any information or projection contained therein) being misleading in any material respect in respect; and (E) nothing has occurred or come to light since the context date as at which the ▇▇▇▇▇▇ Information Package was prepared which, insofar as the Parent or Management is aware, renders any material facts forming the basis thereof materially inaccurate or misleading or which makes any of the transactions contemplated by the Finance Documents, provided that each projections or forecasts contained therein materially unfair or unreasonable or renders any of the representations set out in sub-paragraphs assumptions upon which the projections are based materially unfair or unreasonable. (iii) to (v) (inclusive) above in In relation to Relevant the Bridge Note Refinancing Information will be qualified by Package: (A) all statements of fact relating to the awareness assets, financial condition and operations of KDG and/or KDVS after due enquirythe Group and the Business contained in the Bridge Note Refinancing Information Package are true and accurate in all material respects; (cB) KDG may make specific written disclosures the opinions and views expressed in the Bridge Note Refinancing Memorandum represent the honestly held opinions and views of the Parent and Management and were arrived at after careful consideration and were based on reasonable detail to grounds; (C) the Facility Agent to be received by projections and forecasts contained in the Facility Agent at least five Business Days prior to Agreed Financial Projections (in the Syndication Date against paragraphs (a) and (b) above for the purpose of their repetition agreed form as at the Syndication Bridge Note Refinancing Date taking account of the Bridge Note Refinancing) are based upon assumptions (including, without limitation, assumptions as to the future performance of the Business, inflation, price increases and paragraphs (aefficiency gains) which the Parent and (b) will be deemed Management have carefully considered and consider to be qualified fair and reasonable (it being recognised by those written disclosuresthe Agents and the Banks that such Agreed Financial Projections are not guarantees of future performance and that the actual results (during the periods covered by such Agreed Financial Projections) may differ materially in practice from the projected results set forth therein); (D) after careful consideration, the Bridge Note Refinancing Information Package does not omit to disclose or take into account any matter known to the Parent or Management where failure to disclose or take into account such matter would result in the Bridge Note Refinancing Information Package (or any information or projection contained therein) being misleading in any material respect; and (E) nothing has occurred or come to light since the date as at which the Bridge Note Refinancing Information Package was prepared which, insofar as the Parent or Management is aware, renders any material facts forming the basis thereof materially inaccurate or misleading or which makes any of the projections or forecasts contained therein materially unfair or unreasonable or renders any of the assumptions upon which the projections are based materially unfair or unreasonable.

Information Package. In the case of KDG and KDVS only: (a) In relation to the Information Package only, Viasystems makes the representations and warranties in this Clause 18.11 to the best of its knowledge and belief (after making all reasonable enquiries in respect of information provided on its behalf or by or on behalf of the Group). (b) Any factual information contained in the Information Package was true and accurate in all material respects as at the date of this Agreement and on the Syndication Date, relevant report or document containing the Base Case Model has been prepared on a basis consistent with information or (as the Accounting Principles as used in preparing the Base Financial Statements consistently applied; (bcase may be) as at the date the information is expressed to be given. (c) Any financial projection or forecast contained in the Information Package (or part has been prepared in good faith on the basis of it) is released recent historical information and on the basis of assumptions believed to be reasonable by Viasystems as of the Mandated Lead Arranger for distribution in connection with syndicationdate of the Information Package, and was fair (as at each Syndication Date:the date of the relevant report or document containing the projection or forecast), arrived at after careful consideration and is not misleading in any material respect in the context of a person determining whether or not to extend credit to a Borrower. (id) all The expressions of opinion or intention made provided by a member or on behalf of Viasystems for the Group contained in purposes of the Information Package were made after careful consideration and were believed to be fair and based on reasonable grounds as at the date at on which they are stated to have been given and can be givenproperly supported; (iie) all Nothing has occurred that Viasystems has failed to disclose in writing or been omitted from the Information Package, and no information has been given or withheld, which would necessitate a revision to the information, opinions, intentions, forecasts and projections made by a member of the Group contained in the Information Package were prepared on the basis of recent historical information and assumptions which were believed in order for them to be fair and reasonable at that date and were in all material respects, or in order for it not misleading to be misleading, in any material respect respect, as at that the date of the Information Package or the Syndication Date (it being understood acknowledged by the Finance Parties that such forecasts and projections are subject to significant uncertainties and contingencies contingencies, many of which are beyond the control of KDG and/or KDVSObligors’ control, and that they may differ from actual results);. (iiif) all factual All information contained in provided by any member of the Information Package Group (Relevant Informationincluding its advisers) to a Finance Party was true true, complete and accurate in all material respects as at its the date it was provided or (if appropriate) as at the date (if any) at which it is stated to be given; (iv) the Relevant Information did given and is not omit as at its date any information the omission of which would make the Relevant Information untrue or misleading in any material respect as at its date; and (v) as at the Syndication Date nothing has occurred since the date of the Information Package which renders any of the Relevant Information, expressions of opinion or intention by a member of the Group, projections or conclusions by a member of the Group contained in the Information Package inaccurate or misleading (or in the case of expressions of opinion, conclusions or projections, other than believed to be fair and reasonable) in any material respect in the context of the transactions contemplated by the Finance Documents, provided that each of the representations set out in sub-paragraphs (iii) a person determining whether or not to (v) (inclusive) above in relation extend credit to Relevant Information will be qualified by the awareness of KDG and/or KDVS after due enquiry;a borrower. (cg) KDG Viasystems may make specific written disclosures in reasonable detail to the Facility Agent (to be received by the Facility Agent at least five Business Days prior to the Syndication Date Date) against paragraphs (ab) and (bc) above for the purpose of their repetition as at the Syndication Date and paragraphs (ab) and (bc) will be deemed to be qualified by those written disclosures.