1 JUNE NEW ZEALAND GAZETTE 1413

(b) The Auckland Regional Council and the Auckland Regional Services Trust shall be jointly and severally responsible for the obligations, liabilities, and benefits of the Auckland Regional Council under clauses 28 and 29 of the Transportation Auckland Corporation Limited Sale and Purchase Agreement:

(c) In respect of clause 16 of the Transportation Auckland Corporation Limited Sale and Purchase Agreement—

(i) The Auckland Regional Council shall not, without prior consultation and approval of the Auckland Regional Services Trust permit any Initial Auckland Regional Council Contract or any trip comprised in any Auckland Regional Council Contract to expire or be cancelled without giving written notice to Transportation Auckland Corporation Limited of such cancellation or expiry in sufficient time to provide Transportation Auckland Corporation Limited with a reasonable opportunity to submit a bona fide tender for any replacement contract or trip, and inviting Transportation Auckland Corporation Limited to submit such a tender:

(ii) In respect of subparagraph (i) of this paragraph, the approval of the Auckland Regional Services Trust may only be withheld so long as the Auckland Regional Services Trust has made all reasonable efforts to encourage Transportation Auckland Corporation Limited to meet with the Auckland Regional Council in an effort to mitigate any damage which might flow from such cancellation:

(iii) The Auckland Regional Council shall not, without prior consultation with Auckland Regional Services Trust, cancel any Initial Auckland Regional Council Contract:

(iv) If as a result of any breach of subparagraph (i) of this paragraph or as a result of the cancellation by the Auckland Regional Council of any Initial Auckland Regional Council Contract—

(A) The Auckland Regional Services Trust is declared by a court of competent jurisdiction or by arbitration pursuant to the contract to have suffered any loss arising from any breach by Auckland Regional Council of the terms of clause 16 of the Transportation Auckland Corporation Limited Sale and Purchase Agreement; or

(B) The Auckland Regional Services Trust is called upon to subscribe for any capital in Transportation Auckland Corporation Limited in terms of clause 16 of the Transportation Auckland Corporation Limited Sale and Purchase Agreement,

the Auckland Regional Council shall indemnify the Auckland Regional Services Trust against such loss to the extent that the Auckland Regional Services Trust shall be required by a court of competent jurisdiction or arbitration to pay a corresponding amount to Transportation Auckland Corporation Limited and in the case of the Auckland Regional Services Trust having to subscribe for capital in Transportation Auckland Corporation Limited shall pay the Auckland Regional Services Trust the amount paid by it to Transportation Auckland Corporation Limited:

(v) The terms “Initial Auckland Regional Council Contract” and “Auckland Regional Council Contract” have the meaning given to them in the Transportation Auckland Corporation Limited Sale and Purchase Agreement:

(vi) The Auckland Regional Services Trust shall not be entitled to enforce the provisions of subparagraph (i) of this paragraph by way of specific performance:

(vii) The Auckland Regional Services Trust shall not be entitled to vary or extend the provisions of clause 16 of the Transportation Auckland Corporation Limited Sale and Purchase Agreement or the interpretation provisions set out in clause 1 of that Agreement to the extent they apply to clause 16:

(viii) The Auckland Regional Services Trust shall use its reasonable endeavours to see that the Auckland Regional Council is given any information likely to give rise to a claim by the Auckland Regional Services Trust under this indemnity provision:

(ix) In the event of any claim being made by Transportation Auckland Corporation Limited against the Auckland Regional Services Trust under clause 16 of the Transportation Auckland Corporation Limited Sale and Purchase Agreement, no compromise of such claim shall be concluded by the Auckland Regional Services Trust without the Auckland Regional Council’s approval, and if enforcement proceedings are commenced against the Auckland Regional Services Trust by Transportation Auckland Corporation Limited then the Auckland Regional Council shall be entitled at its own cost to defend such proceedings in the name of the Auckland Regional Services Trust on reasonable terms or otherwise to join in such proceedings to protect its position as indemnifier.

6. Regional Forests Limited

(1) Subject to subclause (3) of this clause, the following assets and liabilities are hereby vested in the Auckland Regional Services Trust:

(a) All shares in Regional Forests Limited held by or on behalf of the Auckland Regional Council as at the vesting date:

(b) Subject to the provisions of clause 19(1)(f) of this Order, all rights to receive any dividends, distributions or return of capital intended to be paid to the Auckland Regional Council on or at any time before 1 July 1993:

(2) Any shares in Regional Forests Limited issued to the Auckland Regional Council after 1 July 1993 in accordance with any determination of the Minister under subclause (3) of this clause shall, immediately they are issued, vest in the Auckland Regional Services Trust.

(3) It is a condition of the vesting of the transfer of assets and liabilities in the Auckland Regional Services Trust, under subclauses (1) of this clause, that:

(a) The Auckland Regional Council shall consult with the Auckland Regional Services Trust on an ongoing basis regarding—

(i) The terms of an agreement which provides for the transfer of the remaining assets and liabilities which the Auckland Regional Council and the Auckland Regional Services Trust consider should be transferred to Regional Forests Limited or to the Auckland Regional Services Trust pursuant to section 707a of the Local Government Act 1974, together with any conditions that should be imposed on such transfer; and

(ii) The management of the Hunua Regional Park Production Forest, including the costs of managing the trees after 1 July 1993.

(b) The Auckland Regional Council and the Auckland Regional Services Trust shall, after consultation with Regional Forests Limited, Watercare Services Limited, and any other party they consider to be affected, submit to the Minister by 30 November 1993, a statement of the remaining assets and liabilities that they consider should be transferred to Regional Forests Limited or to the Auckland Regional Services Trust:

(c) In preparing the statement under paragraph (b) of this subclause, the Auckland Regional Council and the Auckland Regional Services Trust shall consider—

(i) Whether any of the provisions of the establishment plan for Regional Forests Limited dated May 1991 have ceased to be relevant; and

(ii) Whether or not the Auckland Regional Council shall be reimbursed for any of the costs it incurs either by