✨ Electricity Swap Agreement
22 DECEMBER 2010 NEW ZEALAND GAZETTE, No. 177 4333
(a) in the event that either party transfers all or substantially all of its hydro assets (which, for the avoidance of doubt, in the case of Party B, excludes a transfer of the Tekapo A and/or B hydro power stations to Genesis Power Limited and/or the transfer of the Manapouri hydro power station to any entity) to another entity (a "Third Party"), such party (the "Transferring Party") shall assign all of its rights under each Transaction to such Third Party, and each party shall use all reasonable endeavours to novate all of the rights and obligations of the Transferring Party under each Transaction to the Third Party; and
(b) no other assignment, transfer or novation of any of the Transactions is permitted prior to the occurrence of an Early Termination Event without the express written agreement of both parties, except for:
(i) a transfer by a party under Section 6(b)(ii); or
(ii) an assignment, novation or transfer that occurs as part of any reorganisation of a party required by law.
- Limits on amendments to agreement: This Confirmation shall not be amended except to the extent the amendment is:
(a) to vary the account details in clause 8;
(b) to sign up or adhere to, or incorporate into the ISDA Documents, a protocol published and/or recommended by ISDA or the New Zealand Bankers Association (or any replacement for that association);
(c) to make changes of a minor or technical nature or to correct a manifest error; or
(d) necessary to comply with mandatory provisions of law.
Nothing in this clause prevents the parties from making promises or agreements outside of this Confirmation, whether related to the subject matter of this Confirmation or the Agreement or otherwise, on the basis that the parties acknowledge that such promises or agreements are not part of this Confirmation and accordingly the provisions of sections 119(4) and 130(1)(c) of the Electricity Industry Act 2010 do not apply to those promises or agreements.
- Meaning of "amended": "Amended" includes removing, adding or changing a term of this Confirmation. This Confirmation is not amended in breach of clause 14 if:
1.1 a party gives a notice or consent or exercises a right under this Confirmation or the Agreement that does not remove, add or change a term of the Confirmation; or
1.2 the parties enter into another agreement contemplated by this Confirmation or the Agreement (in a manner that does not remove, add, or change a term of the Confirmation), including (without limitation) novating or transferring the Transactions under Section 7 of the Agreement as replaced by Paragraph 3.10 of Part 5 of the Schedule and amended by clause 13 of this Confirmation.
- Privity: Clauses 14 and 15 are for the benefit of the Crown and are enforceable by it under the Contracts (Privity) Act 1982.
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NZ Gazette 2010, No 177
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Confirmation of Electricity Swap Agreement
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