Common use of Target Warranties Clause in Contracts

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. (a) The Target represents and warrants to the Bidder that each of the warranties set out in clause 7.1(b) following statements is true true, accurate and correct in all material respectsnot misleading: (ia) 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 member 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; (b) as at the date of this Agreement there are 14,464,888 Target Shares on issue and there are no other shares or other securities (including equity securities, debt securities or convertible securities) or options (listed or unlisted) or performance rights or other instruments which are convertible into securities in the Target nor has it offered or agreed to issue any such shares, securities, options or performance rights or other instruments to any Third Party; (c) the Target has terminated all negotiations and discussions (other than with the Bidder) that relate to any Competing Proposal in respect of the Target as at the date of this Agreement, and there are no discussions, negotiations or agreements in relation to any Competing Proposal in respect of the Target other than to the extent permitted under this Agreement; (d) no member of the Target Group is involved in any litigation, arbitration, legal, administrative or governmental proceedings or other dispute and there are no facts or circumstances known to the Target (after making reasonable inquiries) likely to give rise to any such proceedings or dispute; (e) each member of the Target Group holds all material licences, permits and authorisations necessary to conduct its activities as presently conducted; (f) so far as the Target is aware, there has been no material breach by any member of the Target Group of any laws applicable to it, any orders of any Government Agency having jurisdiction over it, or any conditions to any material licence, permit or authorisation held by it save in respect to the failure by the Trident to hold annual general meetings in accordance with the requirements of the Corporations Act and the constitution of Trident; (g) all information the Target or its representatives has provided to the Bidder or its representatives is to the knowledge of the Target (after making reasonable enquiries) true and correct in all material respects and is not misleading or deceptive in any material respect (whether by omission or otherwise); (h) as at the date of this Agreement, the Target is not aware, after having made due enquiry, of any matter which is likely to result in the occurrence of any prescribed occurrence detailed in clause 7of Schedule 1 between the Announcement Date and the end of the Offer Period (each inclusive); (i) the Target's audited financial statements for the financial year ended 30 June 2013: (i) are, in all material respects, a true and fair reflection of the Target's financial position as at 30 June 2013 and of the Target's performance during the financial year ended 30 June 2013; and (ii) it comply with Australian Accounting Standards and the Corporations Regulations 2001 (Cth); (j) all material agreements to which a member of the Target Group is party are in full force and effect and, so far as the Target is aware, having made due enquiry, are legally binding as between the parties thereto in accordance with their terms; (k) as at the date of this Agreement, the Target is not aware of any act, omission, event or fact that would result in any of the Bid Conditions being breached or not satisfied; (l) no person has any right (whether subject to conditions or not) to, as a result or otherwise in connection with the corporate power Bidder acquiring Target Shares: (i) acquire, or require the Target to enter into and perform its obligations under this agreement and dispose of or offer to carry out dispose of, any material asset of the transactions contemplated by this agreementTarget Group; (ii) terminate or vary any material deed with any member of the Target Group; or (iii) it has taken all necessary corporate action to authorise the entry into this agreement and has taken accelerate or will take all necessary corporate action to authorise adversely modify the performance of this agreement and to carry out any obligations of a member of the transactions contemplated by this agreementTarget Group in a material respect under any material deed, arrangement or understanding; (ivm) this no member of the Target Group is in default in any material respect under any document, agreement is valid and or instrument 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 on it or its assets nor, so far as the Target is aware, having made due enquiry, has anything occurred which is or would with the giving of notice or lapse of time constitute an event of default, prepayment event or similar event, or give another party thereto a termination right or right to accelerate any of its Related Bodies Corporate is a party right or subject obligation, under any such document or to which any of them is bound;agreement with such an effect; and (vn) each there is no Encumbrance (of whatsoever nature) over any assets of the Target Group Member is solvent and no resolution has been passed nor has any other step been taken than an Encumbrance arising in the ordinary course of business or legal proceedings commenced or threatened against any of them for their winding up or dissolution or for as previously disclosed in writing to 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;Bidder.

Target Warranties. (a) The Target represents and warrants to the Bidder that each of the warranties set out in clause 7.1(b) following statements is true true, accurate and correct in all material respectsnot misleading: (ia) 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 member 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; (b) as at the date of this Agreement there are 14,464,888 Target Shares on issue and there are no other shares or other securities (including equity securities, debt securities or convertible securities) or options (listed or unlisted) or performance rights or other instruments which are convertible into securities in the Target nor has it offered or agreed to issue any such shares, securities, options or performance rights or other instruments to any Third Party; (c) the Target has terminated all negotiations and discussions (other than with the Bidder) that relate to any Competing Proposal in respect of the Target as at the date of this Agreement, and there are no discussions, negotiations or agreements in relation to any Competing Proposal in respect of the Target other than to the extent permitted under this Agreement; (d) no member of the Target Group is involved in any litigation, arbitration, legal, administrative or governmental proceedings or other dispute and there are no facts or circumstances known to the Target (after making reasonable inquiries) likely to give rise to any such proceedings or dispute; (e) each member of the Target Group holds all material licences, permits and authorisations necessary to conduct its activities as presently conducted; (f) so far as the Target is aware, there has been no material breach by any member of the Target Group of any laws applicable to it, any orders of any Government Agency having jurisdiction over it, or any conditions to any material licence, permit or authorisation held by it save in respect to the failure by the Trident to hold annual general meetings in accordance with the requirements of the Corporations Act and the constitution of Trident; (g) all information the Target or its representatives has provided to the Bidder or its representatives is to the knowledge of the Target (after making reasonable enquiries) true and correct in all material respects and is not misleading or deceptive in any material respect (whether by omission or otherwise); (h) as at the date of this Agreement, the Target is not aware, after having made due enquiry, of any matter which is likely to result in the occurrence of any prescribed occurrence detailed in clause 7 of Schedule 1 between the Announcement Date and the end of the Offer Period (each inclusive); (i) the Target’s audited financial statements for the financial year ended 30 June 2013: (i) are, in all material respects, a true and fair reflection of the Target’s financial position as at 30 June 2013 and of the Target’s performance during the financial year ended 30 June 2013; and (ii) it comply with Australian Accounting Standards and the Corporations Regulations 2001 (Cth); (j) all material agreements to which a member of the Target Group is party are in full force and effect and, so far as the Target is aware, having made due enquiry, are legally binding as between the parties thereto in accordance with their terms; (k) as at the date of this Agreement, the Target is not aware of any act, omission, event or fact that would result in any of the Bid Conditions being breached or not satisfied; (l) no person has any right (whether subject to conditions or not) to, as a result or otherwise in connection with the corporate power Bidder acquiring Target Shares: (i) acquire, or require the Target to enter into and perform its obligations under this agreement and dispose of or offer to carry out dispose of, any material asset of the transactions contemplated by this agreementTarget Group; (ii) terminate or vary any material deed with any member of the Target Group; or (iii) it has taken all necessary corporate action to authorise the entry into this agreement and has taken accelerate or will take all necessary corporate action to authorise adversely modify the performance of this agreement and to carry out any obligations of a member of the transactions contemplated by this agreementTarget Group in a material respect under any material deed, arrangement or understanding; (ivm) this no member of the Target Group is in default in any material respect under any document, agreement is valid and or instrument 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 on it or its assets nor, so far as the Target is aware, having made due enquiry, has anything occurred which is or would with the giving of notice or lapse of time constitute an event of default, prepayment event or similar event, or give another party thereto a termination right or right to accelerate any of its Related Bodies Corporate is a party right or subject obligation, under any such document or to which any of them is bound;agreement with such an effect; and (vn) each there is no Encumbrance (of whatsoever nature) over any assets of the Target Group Member is solvent and no resolution has been passed nor has any other step been taken than an Encumbrance arising in the ordinary course of business or legal proceedings commenced or threatened against any of them for their winding up or dissolution or for as previously disclosed in writing to 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;Bidder.

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 respectscorrect: (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), 7.1(b)(xi) and 7.1(b)(xvi) at all times on each subsequent day of the Relevant Exclusivity 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 Corporations Act and the ASX Listing Rules and, following the release of the Corporations ActAgreed Public Announcement, is not relying on Listing Rule 3.1A to withhold any information from disclosure; (vii) as at execution of this agreement, it hashas 100,387,052 Target Shares on issue and has no other issued securities; (viii) it has not issued, granted or agreed to issue or grant any other Target Shares or securities convertible into Target Shares, other than the securities referred to clause 7.1(b)(vii) nor has it agreed or offered to issue any other securities; (ix) as at execution of this agreement, it is not aware of any act, omission, event, fact or circumstance that would result in or is reasonably likely to result in: (A) 340,969,545 Target Shares;any of the Conditions being breached or not satisfied, or becoming incapable of satisfaction; or (B) 33,333,334 CRCPS Series the Transaction not being implemented in accordance with the Timetable and the terms of this agreement; (x) Target’s financial statements for the financial year ended 30 June 2016 and half year ended 31 December 2016: (A) are, in all material respects, a true and fair reflection of Target’s financial position as of 30 June 2016 and 31 December 2016 and of Target’s performance during the relevant periods; and (CB) 1,223,923,714 CRCPS Series B1comply with Australian Accounting Standards and the Corporations Regulations 2001 (Cth); (xi) as at execution of this agreement, it believes in good faith that all Material Contracts are in full force and of full effect and are legally binding as between the parties thereto in accordance with their terms; (xii) no person has any right (whether subject to conditions or not) to, as a result or otherwise in connection with Bidder acquiring Target Shares acquire, or require a Target Group Member to dispose of or offer to dispose of, any material asset of the Target Group; (xiii) it believes in good faith that all information contained in the Disclosure Materials (other than forecasts, budgets, estimates, projections and statements of opinion or intention) is true and accurate in all material respects and is not materially misleading or deceptive (whether by omission or otherwise); (xiv) the forecasts, budgets, estimates, projections and statements of opinion or intention contained in the Disclosure Materials have been prepared in good faith; (xv) Target has not denied Bidder access to any information with the intention of misleading Bidder; and (xvi) as at execution of this agreement, there is no litigation, mediation or arbitration current or pending, nor is there, to the best of the knowledge, information and belief of Target, any threatened litigation, mediation or arbitration, in each case which may materially affect the value of Target or of the assets of the Target Group. No Permitted Action shall be taken to have breached any of the foregoing warranties.