SIGN UTILISATION REQUESTS AND OTHER NOTICES ON ITS BEHALF EXCEPT WHERE IT HAS
PREVIOUSLY NOTIFIED THE AGENT THAT THE AUTHORITY HAS BEEN REVOKED.
21.18
TAX MATTERS
(A)
AFTER THE PARENT HAS COMPLIED WITH CLAUSE 4.4 (CONDITION SUBSEQUENT - TAX
CONSOLIDATION), EACH OBLIGOR WHICH IS INCORPORATED IN AUSTRALIA IS A MEMBER OF A
TAX CONSOLIDATED GROUP FOR WHICH THE HEAD COMPANY IS CORONADO AUSTRALIA HOLDINGS
PTY LIMITED IN ACCORDANCE WITH THE TAX AGREEMENTS.
(B)
EXCEPT WHERE FAILURE TO DO SO WOULD NOT REASONABLY BE EXPECTED TO RESULT
IN A MATERIAL ADVERSE EFFECT, ALL FEDERAL, STATE, LOCAL AND OTHER TAX RETURNS
REQUIRED TO HAVE BEEN FILED WITH RESPECT TO EACH OBLIGOR AND EACH SUBSIDIARY OF
EACH OBLIGOR HAVE BEEN FILED, AND PAYMENT OR ADEQUATE PROVISION HAS BEEN MADE
FOR THE PAYMENT OF ALL TAXES THAT HAVE OR MAY BECOME DUE PURSUANT TO SAID
RETURNS OR TO ASSESSMENTS RECEIVED, EXCEPT TO THE EXTENT THAT SUCH TAXES ARE
CONTESTED TAXES AND FOR WHICH SUCH RESERVES OR OTHER APPROPRIATE PROVISIONS, IF
ANY, AS SHALL BE REQUIRED BY US GAAP OR OTHER APPROPRIATE ACCOUNTING PRINCIPLES
SHALL HAVE BEEN MADE. THERE ARE NO AGREEMENTS OR WAIVERS EXTENDING THE STATUTORY
PERIOD OF LIMITATIONS APPLICABLE TO ANY INCOME TAX RETURN OF ANY OBLIGOR OR
SUBSIDIARY OF ANY OBLIGOR FOR ANY PERIOD.
21.19
SOLVENCY
THERE ARE NO REASONABLE GROUNDS TO SUSPECT THAT IT IS UNABLE TO PAY ITS DEBTS AS
AND WHEN THEY BECOME DUE AND PAYABLE.
21.20
COMPLIANCE WITH LAWS
EACH OBLIGOR AND ITS WHOLLY OWNED SUBSIDIARIES HAS COMPLIED IN ALL RESPECTS WITH
ALL LAWS TO WHICH IT OR THEY MAY BE SUBJECT, IF FAILURE SO TO COMPLY WOULD HAVE
OR WOULD BE REASONABLY LIKELY TO HAVE A MATERIAL ADVERSE EFFECT.
21.21
NO BENEFIT TO RELATED PARTY
IT HAS NOT CONTRAVENED NOR WILL CONTRAVENE SECTION 208 OR 209 OF THE
CORPORATIONS ACT BY ENTERING INTO ANY FINANCE DOCUMENT TO WHICH IT IS A PARTY OR
PARTICIPATING IN ANY TRANSACTION CONNECTED WITH THEM.
21.22
OWNERSHIP OF PROPERTY
IT IS THE BENEFICIAL OWNER OF, AND HAS GOOD TITLE TO, OR VALID LEASES OR
LICENCES OF, AND ALL APPROPRIATE AUTHORISATIONS TO USE, ALL PROPERTY HELD BY IT
OR ON ITS BEHALF AND ALL UNDERTAKINGS CARRIED ON BY IT FREE FROM ANY SECURITY
EXCEPT AS PERMITTED UNDER CLAUSE 24.5 (NEGATIVE PLEDGE) AND EXCEPT FOR MINOR
DEFECTS IN TITLE THAT DO NOT INTERFERE WITH ITS ABILITY TO CONDUCT ITS
107
BUSINESS AS CONDUCTED OR TO UTILIZE SUCH PROPERTY FOR ITS INTENDED PURPOSE OR
REPRESENT A MATERIAL DIMINUTION IN VALUE OF THAT PROPERTY UPON ITS SALE OR
TRANSFER.
21.23
SHARES
THE SHARES, MEMBERSHIP OR OTHER INTERESTS, OR OTHER SECURITIES IN OR ISSUED BY
ANY MEMBER OF THE GROUP WHICH ARE SUBJECT TO THE TRANSACTION SECURITY ARE FULLY
PAID AND NOT SUBJECT TO ANY OPTION TO PURCHASE OR SIMILAR RIGHTS.
THE
CONSTITUTIONAL OR OTHER DOCUMENTS OF ENTITIES WHOSE SHARES, MEMBERSHIP OR OTHER
INTERESTS, OR OTHER SECURITIES ARE SUBJECT TO THE SECURITY DO NOT AND COULD NOT
RESTRICT OR INHIBIT ANY TRANSFER OR CREATION OR ENFORCEMENT