Provenance and purpose. This financial model (the "Model") has been prepared for informational purposes on a confidential basis by UBS Group AG, UBS AG and/or their subsidiaries, branches or affiliates (together, "UBS") and is being provided solely for [the board of directors] of [insert name of client] (the “Company”) in connection with the proposed analysis of [insert appropriate description] (the "[Transaction] ") and is not to be used for any other purpose. All terms and conditions of such engagement outlined in our engagement letter dated [•] (the "Engagement Letter") are deemed to apply to the Model.
No independent verification. In preparing the Model, we have assumed and relied upon the accuracy and completeness of the assumptions and information that was publicly available or was furnished to us by the Company or by its advisers, or otherwise reviewed by us for the purposes of preparing the Model, which has not been independently verified by UBS or any of its directors, officers, employees, agents, representatives and/or advisers or any other person. UBS has not made any independent valuation of any physical assets in connection with the Model.
No representation or warranty. The Model has not been audited and no representation, warranty or undertaking, express or implied, is or will be given and no responsibility or liability (either express or implied) is taken by or accepted by UBS or its directors, officers, employees, agents, representatives and/or advisers in relation to the accuracy, completeness, reliability or sufficiency of the Model or the reasonableness of assumptions upon which its computations are made.
Reliance. The Model is provided solely for the benefit of the [board of directors] of the Company and should not be relied upon, is not on behalf of, and shall not confer rights or remedies upon, any holder of securities of the Company or any other person.
Liability. By accepting receipt of the Model, the Company acknowledges and agrees that to the maximum extent permitted by law, except in the case of fraud and save as provided in the Engagement Letter, UBS and its directors, officers, employees, agents, representatives and/or advisers expressly disclaim any liability which may arise from the Model, or any other written or oral information provided in connection with the Model, and any errors contained therein and/or omissions therefrom.
Exercise own judgement. By accepting receipt of the Model, the Company acknowledges and agrees that any use of the Model shall be entirely at its own risk and that it should make (and will be deemed to have made) its own review of the Model. The Model should not be regarded by the Company as a substitute for the exercise of its own judgement. UBS may have or have had a relationship with or may provide or has provided investment banking, capital markets and/or other financial services to the Company and/or any of the entities referred to in the Model.
Forecasts. UBS has relied upon the management of the Company as to the reasonableness and achievability of the financial and operating forecasts (and the assumptions and bases thereof) provided to us by the Company and with the Company’s consent, UBS has assumed that such forecasts represent the best currently available estimates and judgements of the management of the Company and that such projections and forecasts will be realised in the amounts and time periods contemplated thereby. All assumptions contained in the Model have been discussed and agreed with the Company.
No duty to update. This Model is based on the economic, regulatory, market and other conditions as in effect on, and the information made available to us as of the date hereof. It should be understood that subsequent developments may affect the information contained in this Model. Nothing contained herein is, or shall be relied upon as, a promise or representation as to the past or future or that any of the estimates or projections contained herein will be achieved. This Model speaks as at the date hereof (unless an earlier date is otherwise indicated in the Model) and in furnishing this Model, no obligation is undertaken and nor is any representation or undertaking given by any person to provide the Company with any additional information or to update, revise or re-affirm any information in this document, including any forecasts, or to correct any inaccuracies therein which may become apparent.
No distribution. Except as expressly permitted by or otherwise authorised by UBS, the Company shall keep the Model and all information pertaining thereto confidential. The Company shall not permit any person to access the Model and view or use the Model or any part thereof, other than its officers, employees and advisers who, in each case, need to use such materials in connection with the Transaction. Except as expressly permitted or otherwise authorised by UBS, the Company may not, without the prior consent of UBS, reproduce, copy, amend, commercially exploit or create any derivative product based on the Model or any part thereof or the data included herein or permit any third party to do the same.
Role of UBS. UBS is acting as financial adviser to the Company in connection with the Transaction and no one else and will not be responsible to anyone other than the Company for providing the protections afforded to clients of UBS nor for providing advice in relation to the Transaction or any other matter referred to in the Model.
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References to "acting for a Hong Kong listed company to advise on corporate finance” includes giving advice (a) concerning compliance with or in respect of regulations including the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited or the Codes on Takeovers and Mergers and Share Buy-backs; (b) concerning: any offer to dispose of securities to the public; (ii) any offer to acquire securities from the public; or (iii) acceptance of any offer referred to in sub-paragraph or (ii), but only in so far as the advice is given generally to holders of securities or a class of securities; or (c) to a Hong Kong listed company or public company or a subsidiary of any such company, or to its officers or shareholders, concerning corporate restructuring involving securities (including the issue, cancellation or variation of any rights attaching to any securities).