Responsibility statements Sample Clauses

Responsibility statements. The Scheme Booklet will include a responsibility statement to the effect that: (a) SPAC will be responsible for the SPAC Information contained in the Scheme Booklet and, to the maximum extent permitted by law, neither BTH, Pubco or Merger Sub will be responsible for any SPAC Information and will disclaim any liability for SPAC Information appearing in the Scheme Booklet; (b) Pubco and Merger Sub will be responsible for the Pubco Information in the Scheme Booklet and, to the maximum extent permitted by law, neither BTH or SPAC will be responsible for any Pubco Information and will disclaim any liability for the Pubco Information appearing in the Scheme Booklet; (c) BTH will be responsible for the BTH Information in the Scheme Booklet and, to the maximum extent permitted by law, neither SPAC, Pubco or Merger Sub will be responsible for any BTH Information and will disclaim any liability for the BTH Information appearing in the Scheme Booklet; (d) the Independent Expert is responsible for the Independent Expert’s Report, and none of BTH, SPAC, Pubco, Merger Sub or their respective directors or officers assumes any responsibility for the accuracy or completeness of the Independent Expert’s Report; and (e) if the Scheme Booklet contains a statement on the letterhead of the BTH tax adviser of the tax consequences of the Scheme and related matters for Scheme Shareholders, that tax adviser is responsible for that letter.

Responsibility statements. Except as provided in paragraphs (b) and (c) below, the information in this Scheme Booklet has been provided by Target and is the responsibility of Target. Bidder and its directors, officers and advisors do not assume any responsibility for the accuracy or completeness of any such Target information.

Responsibility statements. The Scheme Booklet will include a responsibility statement, in a form to be agreed by the Scheme Parties, which will contain words to the following effect: (a) Bidder will be responsible for the Bidder Information contained in the Scheme Booklet and, to the maximum extent possible at law, QMS will not be responsible for any Bidder Information and will disclaim any liability for Bidder Information appearing in the Scheme Booklet; and (b) QMS will be responsible for the QMS Information contained in the Scheme Booklet and, to the maximum extent possible at law, Bidder will not be responsible for the QMS Information appearing in the Scheme Booklet and will disclaim any liability for the QMS Information appearing in the Scheme Booklet.

Responsibility statements. The Scheme Booklet must contain responsibility statements, in a form to be agreed between the parties, to the effect that: (a) the Company has provided, and is responsible for, the Trade Me Information in the Scheme Booklet, and that none of Apax, its Related Companies or their respective Representatives assumes any responsibility for the accuracy or completeness of the Trade Me Information; (b) Apax has provided, and is responsible for, the Apax Information but no other part of the Scheme Booklet, and that none of the Company, its Related Companies or their respective Representatives assumes any responsibility for the accuracy or completeness of the Apax Information; and (c) the Independent Expert has provided and is responsible for the Independent Expert's Report, and that none of Apax, the Company or their respective Related Companies or Representatives assumes any responsibility for the accuracy or completeness of the Independent Adviser's Report.

Responsibility statements. Without limiting clause 5.6 in relation to sub-clause (c) below, the Scheme Booklet must contain responsibility statements, in a form to be agreed between the parties, to the effect that: (a) the Target has provided, and is responsible for, the Target Information in the Scheme Booklet, and that none of the Bidder, its Related Companies or their respective Representatives assumes any responsibility for the accuracy or completeness of the Target Information; (b) the Bidder has provided, and is responsible for, the Bidder Information, and that none of the Target, its Related Companies or their respective Representatives assumes any responsibility for the accuracy or completeness of the Bidder Information; and (c) the Independent Adviser has provided and is responsible for the Independent Adviser’s Report and none of the Bidder, the Target, or their respective Related Companies or Representatives assumes any responsibility for the accuracy or completeness of the Independent Adviser’s Report.

Responsibility statements. (a) The Scheme Booklet will contain a responsibility statement to the effect that: (i) IGO is responsible for the IGO Material (other than any information provided by ▇▇▇▇▇▇ to IGO or obtained from Sirius’ public filings on ASX or with ASIC regarding the Sirius Group contained in, or used in the preparation of, the information regarding the merged entity following Implementation) contained in the Scheme Booklet; and (ii) ▇▇▇▇▇▇ is responsible for the rest of the Scheme Booklet and is also responsible for the information contained in the Scheme Booklet provided by Sirius to IGO or obtained from Sirius’ public filings on ASX or with ASIC regarding the Sirius Group contained in, or used in the preparation of, the information regarding the merged entity following Implementation (including information in respect of SpinCo and its assets). (b) If after a reasonable period of consultation, IGO and ▇▇▇▇▇▇ are unable to agree on the form or content of the Scheme Booklet: (i) where the determination relates to IGO Material, IGO will make the final determination as to the form and content of the IGO Material; and (ii) in any other case, ▇▇▇▇▇▇ will make the final determination as to the form and content of the Scheme Booklet.

Responsibility statements. The Scheme Booklet will contain a responsibility statement to the effect that: (a) BTR is responsible for the BTR Information contain the Scheme Booklet; and (b) KWR is responsible for the KWR Information contained in the Scheme Booklet.

Responsibility statements. (a) The Scheme Booklet will contain a responsibility statement to the effect that: (1) Brookfield is responsible for the Brookfield Information (other than any information provided by Asciano to Brookfield and used by Brookfield for the purposes of preparation of the Scheme Booklet or obtained from Asciano’s public filings on ASX or ASIC contained in, or used in the preparation of, the information regarding the merged Asciano–Brookfield entity following implementation of the Scheme) contained in the Scheme Booklet; and (2) Asciano is responsible for the Asciano Information contained in the Scheme Booklet and is also responsible for the information contained in the Scheme Booklet provided by Asciano to Brookfield or obtained from Asciano’s public filings on ASX or ASIC contained in, or used in the preparation of, the information regarding the merged Asciano–Brookfield entity following implementation of the Scheme. (b) If after a reasonable period of consultation, Asciano and Brookfield are unable to agree on the form or content of the Scheme Booklet: (1) where the determination relates to Brookfield Information, Brookfield will make the final determination as to the form and content of the Brookfield Information; and (2) in any other case, Asciano will make the final determination as to the form and content of the Scheme Booklet. Table of Contents 8 Conduct of business (a) Subject to clauses 8(c) and 8(d), from the date of this deed up to and including the earlier of Completion of the Takeover Bid and the Implementation Date, and without limiting any other obligations under this deed, each party must: (1) conduct its businesses and operations, and, in Asciano’s case must cause each other Asciano Group Member to conduct its respective business and operations, in the ordinary and usual course consistent with the manner in which each such business and operations have been conducted in the 12 month period prior to the date of this deed; (2) keep each other informed of the conduct of their business; (3) provide regular reports on the financial affairs of the Asciano Group (in the case of Asciano) and the BIP Group (in the case of Brookfield) in a timely manner to the other party; (4) make all reasonable efforts, and procure that each other Asciano Group Member (in the case of Asciano) makes all reasonable efforts, to: (A) preserve and maintain the value of their respective businesses and assets; (B) keep available the services of their directors, officers and em...

Responsibility statements. The Scheme Booklet must contain responsibility statements, in a form to be agreed between the parties, to the effect that: (a) Target has provided, and is responsible for, the Target Information in the Scheme Booklet, and that none of Bidder, BidCo or their respective officers, directors and employees assumes any responsibility for the accuracy or completeness of the Target Information; and (b) Bidder has provided, and is responsible for, the Bidder Information, and that none of Target or its officers, directors and employees assumes any responsibility for the accuracy or completeness of the Bidder Information.