Target Warranties. (a) Target represents and warrants to Bidder that each of the warranties set out in clause 7.1(b) is true and correct in all material respects:
(i) as at execution of this agreement; and
(ii) in the case of all Target Warranties except for those in clauses 7.1(b)(vii) and 7.1(b)(ix), at all times on each subsequent day of the Relevant Period (including the last day of that period).
(b) Target represents and warrants that:
(i) it and each Target Group Member is a corporation validly existing under the laws of its place of incorporation;
(ii) it has the corporate power to enter into and perform its obligations under this agreement and to carry out the transactions contemplated by this agreement;
(iii) it has taken all necessary corporate action to authorise the entry into this agreement and has taken or will take all necessary corporate action to authorise the performance of this agreement and to carry out the transactions contemplated by this agreement;
(iv) this agreement is valid and binding upon it and the execution and it believes in good faith that performance of this agreement will not result in a breach or default under, and is not restricted by, Target’s constitution (or the constitution of any of its Related Bodies Corporate) or any agreement, deed, writ, order, injunction, rule or regulation to which it or any of its Related Bodies Corporate is a party or subject or to which any of them is bound;
(v) each Target Group Member is solvent and no resolution has been passed nor has any other step been taken or legal proceedings commenced or threatened against any of them for their winding up or dissolution or for the appointment of a liquidator, receiver, administrator or similar officer over any or all of their assets;
(vi) it believes in good faith that Target is not in breach of its continuous disclosure obligations under the section 675 of the Corporations Act;
(vii) as at execution of this agreement, it has:
(A) 340,969,545 Target Shares;
(B) 33,333,334 CRCPS Series A; (C) 1,223,923,714 CRCPS Series B1;
Target Warranties. Target represents and warrants to Bidder (on its own behalf and separately as trustee for each of the other Bidder Indemnified Parties) at the date of this Agreement and on each subsequent day until and including 8:00 am on the Second Court Date (except that where any statement is expressed to be made only at a particular date it is given only at that date) that:
Target Warranties. (a) In addition to the warranties set out in clause 8.1, the Target represents and warrants that, as at the date of this agreement:
(i) the information contained in Schedule 3 is complete and accurate, and there are no other securities on issue, or that might be issued as a result of the exercise of any options, convertible securities or other rights; and
(ii) it has, so far as it is aware, fairly disclosed to the Bidder all material information in relation to the Target and its business, and has not knowingly withheld any material information.
(b) For the purposes of clause 8.2(a)(ii), the Target will be deemed to know or be aware of a particular fact, matter or circumstance if the Target or a Director or officer of the Target is actually aware of that fact, matter or circumstance as at the date of this agreement.
Target Warranties.
(a) The Target represents and warrants to the Bidder (on its own behalf and separately as trustee for each of the other Bidder Indemnified Parties) that each of the warranties set out in clause 8.1(b) is true, accurate and not misleading:
(i) as at the Execution Date; and
(ii) in the case of all Target Warranties other than those in clauses8.1(b)(viii), 8.1(b)(ix) and 8.1(b)(x), at all times on each subsequent day of the Exclusivity Period (including the last day of that period).
(b) The Target represents and warrants that:
(i) the Target and each Target Group Member is a corporation validly existing under the laws of its place of incorporation;
(ii) the Target has the power to execute, deliver and to perform its obligations under this Agreement, and has taken all necessary corporate actions to authorise such execution, delivery and the performance of such obligations;
Target Warranties. (a) The Target warrants to the Bidder that each of the Target Warranties is true, accurate and not misleading as at:
(i) the date of this Agreement;
(ii) the date that the Scheme Booklet is sent to Shareholders;
(iii) the Second Court Date; and
(iv) 8.00am on the Implementation Date, except that a Target Warranty that refers to only one of those dates is given solely as at that date and the Target Warranty 25 of Schedule Three is not given on the date of this Agreement.
(b) The Target Warranties (including the Target Fundamental Warranty set out in clause 6 of Schedule Three to the extent that it relates to Subsidiaries King Country Energy Limited and Lochindorb Wind GP Limited not being wholly-owned members of the Target Group, but excluding the other Target Fundamental Warranties) are given subject to, are qualified by, and no person will have a claim for breach of a Target Warranty in respect of, any matter:
(i) expressly provided for in this Agreement;
(ii) fairly disclosed in the Target Due Diligence Material;
(iii) fairly disclosed to NZX in the 36-month period ending on the day before the date of this Agreement;
(iv) recorded, as at the date two Business Days prior to the date of this Agreement, in the name of a Target Group member in a register or in the records held by the New Zealand Companies Office, the Intellectual Property Office of New Zealand, the High Court of New Zealand, the Personal Property Securities Register and Land Information New Zealand; or
(v) relating to anything done or omitted to be done at the written request, or with the written approval, of the Bidder.
(c) No warranty or representation is given by or on behalf of the Target, and the Bidder may not bring any claim of any nature under this Agreement or in connection with the Transaction, with respect to any Target Forward Looking Information, in each case whether contained in the Target Due Diligence Material, the Scheme Booklet or otherwise. Without limiting the foregoing, none of the Target Warranties address, or are given in respect of, any Target Forward Looking Information.
Target Warranties. Except (i) as fairly and accurately disclosed in Part A of the Target Disclosure Letter, which identifies items of disclosure by reference to a particular Clause or sub-clause of this Agreement, as applicable, or any other part of Part A of the Target Disclosure Letter where it is reasonably apparent on its face based on the substance of such disclosure or the context in which such disclosure is made that such disclosure shall be deemed to be disclosed with respect to any other Clause or sub-clause of this Agreement, and (ii) as disclosed in Target’s Annual Report on Form 10-K for the fiscal year ended on June 30, 2016 filed with the SEC, Target’s Quarterly Report on Form 10-Q for the quarter ended December 31, 2016 filed with the SEC, or disclosed in a Target Current Report on Form 8-K filed with or furnished to the SEC (in each case, excluding any disclosures in any “risk factors” section, any disclosures in any “forward-looking statements” section and any other disclosures included therein to the extent they are predictive or forward-looking in nature), Target represents and warrants to Zoetis Group as of the date hereof as follows:
Target Warranties. Target represents and warrants to Bidder that:
(a) each member of the Target Group is a validly existing corporation registered under the laws of its place of incorporation;
(b) the execution and delivery of this agreement by Target has been properly authorised by all necessary corporate action and Target has full corporate power and lawful authority to execute and deliver this agreement and to perform or cause to be performed its obligations under this agreement;
(c) (subject to the laws generally affecting creditors’ rights and the principles of equity) this agreement constitutes legal, valid and binding obligations on it and execution of this agreement will not result in a breach of or default under Target’s constitution or any agreement or deed or writ, order or injunction, rule or regulation to which Target or any of its Subsidiaries is a party; and
Target Warranties. 1 The Promoter hereby warrants to the Acquirer, as of the Execution Date and as of the NR Closing Date, that the following statements/representations with respect to the Target and each of its Subsidiaries are all true, correct and complete, except as disclosed in the Disclosure Schedule. Each of the Target Warranties set out in this Part shall mutatis mutandis extend to the Subsidiaries of the Target and accordingly all references to ‘Target’ in this Part shall mean a reference to the Target and each of the Subsidiaries of the Target. It is further clarified that, for the purposes of this Part C of SCHEDULE 4, all references to ‘material’ shall mean and refer to any transaction, arrangement or action (I) whose impact on the Target or Subsidiaries, or whose value exceeds USD 1,000,000 (United States Dollars One Million), or (II) which will result in incurrence of liabilities or losses exceeding USD 1,000,000 (United States Dollars One Million).
Target Warranties. Target is a corporation validly existing under the laws of its place of incorporation.
Target Warranties. Target represents and warrants to Bidder that each of the following statements is true, accurate and not misleading, subject to those matters which were fairly disclosed in the Target Disclosure Materials:
(a) each member of the Target Group is a corporation validly existing under the laws of its place of incorporation with the requisite power and authority to own and use its properties and assets, and to carry on its business as currently conducted. No member of the Target Group is in violation or default of any of the provisions of its respective certificate or notice of articles, articles or other organizational or charter documents. Each member of the Target Group is duly qualified to conduct business and is in good standing as a foreign corporation or other entity in each jurisdiction in which the nature of the business conducted or property owned by it makes such qualification necessary, except where the failure to be so qualified or in good standing, as the case may be, could not have or reasonably be expected to result in a Target Material Adverse Change and no proceeding has been instituted in any such jurisdiction revoking, limiting or curtailing or seeking to revoke, limit or curtail such power and authority or qualification;
(b) Target has the power to execute, deliver and to perform its obligations under this Agreement, and has taken all necessary corporate action to authorise such execution, delivery and the performance of such obligations;
(c) Target's obligations under this Agreement are legal, valid and binding obligations enforceable in accordance with their terms;
(d) no regulatory action of any nature has been taken as at the date of this Agreement which would prevent, inhibit or otherwise have a material adverse effect on the ability of Target to fulfil its obligations under this Agreement;
(e) the execution and delivery by Target of this Agreement do not and will not conflict with, trigger any termination rights (including under change of control clauses) under, or constitute a default under any provision of:
(i) any Target Material Contract; or
(ii) its constitution; or
(iii) any law, order, judgment, award, injunction, decree, rule or regulation by which it is bound;
(f) Target is not in breach of its continuous and periodic disclosure obligations under the Corporations Act;
(g) no member of the Target Group is Insolvent;
(h) the Target will have on issue a total of 114,498,368 Target Shares on issue, held by the persons or entities...
