Common use of Representations and Warranties by the Issuer Clause in Contracts

Representations and Warranties by the Issuer. The Issuer represents and warrants to the Subscriber that each of the following statements is true, accurate and not misleading as at each of the Signing Date and the Completion Date: (a) (status) It is a body corporate validly existing under the laws of its place of incorporation or establishment. (b) (corporate power) 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. (c) (corporate action) It has taken all necessary corporate action to authorise the entry into and performance of this Agreement and to carry out the transactions contemplated by this Agreement. On the Completion Date, full beneficial title in the Subscription Shares will vest in the Subscriber. (d) (accuracy and completeness) All information relating to the Issuer and the Group and the Issuer and/or the Group’s operations provided to the Subscriber or its advisers in connection with the proposed investment by the Subscriber in the Issuer as contemplated by this Agreement, and all information publicly disclosed by the Issuer, is true in all material respects and is not by omission or otherwise misleading in any material respect. Nothing has occurred which renders any of the material which has been disclosed to the Subscriber or its advisers, or which has been publicly disclosed by the Issuer, inaccurate in any material respect. (e) (disclosure compliance) It has complied with all its disclosure requirements under the Corporations Act and the ASX Listing Rules and there is no material information or circumstance which the Issuer is not obliged to disclose, pursuant to Listing Rule 3.1. (f) (no material adverse change) Since 31 December 2020, there has been no material adverse change in the financial condition or prospects of the Group. (g) (binding obligation) This Agreement is its valid and binding obligation. (h) (no contravention) Neither the entry into nor performance by it of this Agreement nor any transaction contemplated under this Agreement violates in any material respect any provision of any judgment binding on it, its constituent documents, any law or any document, agreement or other arrangement binding on it or its assets. (i) (consents/approvals) Except for: (i) the approval of shareholders to issue the Subscription Shares as contemplated in clause 2; and (ii) the approval of ASX for quotation of the Subscription Shares to the Official List of ASX, no consent, approval, Authorisation, order, registration or qualification of or with any Governmental Agency or any other person is required for the Issuer to perform its obligations under this Agreement. (j) (no finder) Neither the Issuer nor any party acting on its behalf has paid or become liable to pay any fee or commission to any broker, finder or intermediary for or on account of transactions contemplated by this Agreement. The representations and warranties by the Issuer in this clause 7.1 are continuing obligations of the Issuer and survive the issue of the Subscription Shares and do not merge on the Completion Date.