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This excerpt taken from the RTRSY 6-K filed Feb 29, 2008. Representations
and Warranties
The Implementation Agreement contains a number of customary
representations and warranties of Reuters, Thomson and
Woodbridge relating to: (i) proper organisation, good
standing and corporate authority; (ii) enforceability of
and compliance with the terms of the Implementation Agreement;
(iii) the absence of any conflicts, breaches or defaults
(statutory, contractual or fiduciary) arising from the
parties’ performance under the Implementation Agreement;
(iv) the accuracy of information; and (v) lack of
knowledge of information likely to lead to a breach of the
Implementation Agreement. Woodbridge has further represented and
warranted that it is the beneficial owner of approximately
70 per cent. of the outstanding Thomson Shares. Thomson
Reuters PLC has provided representations and warranties related
to proper organisation, good standing and corporate authority,
and has warranted that it has not entered into any contract
other than the Implementation Agreement and other documents
related to the Transaction.
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