Common use of Exercise of discretions Clause in Contracts

Exercise of discretions. (a) Unless expressly required by the terms of this agreement, a party is not required to act reasonably in giving or withholding any consent or approval or exercising any other right, power, authority, discretion or remedy, under or in connection with this agreement. (b) A party may (without any requirement to act reasonably) impose conditions on the grant by it of any consent or approval, or any waiver of any right, power, authority, discretion or remedy, under or in connection with this agreement. Any conditions must be complied with by the party relying on the consent, approval or waiver. Company Warranties The Company warrants that: (a) (Registration) it is a corporation registered (or taken to be registered) and validly existing under the Corporations Act. (b) (Incorporation) if it is a corporation, it is validly incorporated, organised and subsisting in accordance with the laws of its place of incorporation. (c) (Power and capacity) it has full power and capacity to enter into and perform its obligations under this agreement. (d) (Corporate authorisations) all necessary authorisations for the execution, delivery and performance by the Company of this agreement in accordance with its terms have been obtained or will be obtained prior to Tranche Completion. (e) (No legal impediment) the execution, delivery and performance of this agreement: (1) complies with its constitution or other constituent documents (as applicable); and (2) does not constitute a breach of any law or obligation, or cause or result in a default under any agreement, or Encumbrance, by which it is bound and that would prevent it from entering into and performing its obligations under this agreement. (f) (Solvency): (1) it has not gone, or proposed to go, into liquidation; (2) it has not passed a winding-up resolution or commenced steps for winding-up or dissolution; (3) it has not received a deregistration notice under section 601AB of the Corporations Act or applied for deregistration under section 601AA of the Corporations Act; (4) it has not been presented or threatened with a petition or other process for winding-up or dissolution and, so far as the Company is aware, there are no circumstances justifying a petition or other process; Subscription Agreement page 30 (5) no receiver, receiver and manager, judicial manager, liquidator, administrator, official manager has been appointed, or is threatened or expected to be appointed, over the whole or a substantial part of the undertaking or property of the Company, and, so far as the Company is aware, there are no circumstances justifying such an appointment; and (6) it has not entered into, or taken steps or proposed to enter into, any arrangement, compromise or composition with or assignment of the benefit of its creditors or class of them. (g) (Official list) (1) it has been admitted to and is listed on the Official List; (2) it has not been removed from the Official List and no removal from the Official List has been threatened by the ASX; and (3) the Shares are quoted on the ASX and have not been suspended from quotation and no suspension has been threatened by the ASX.