✨ Agreement for Sale and Purchase of Power Stations
5 JULY 2011 NEW ZEALAND GAZETTE, No. 93 2605
1.3
Parties: Unless the context otherwise requires, a reference to a party is to a party to this Agreement; and a reference to either party to this Agreement includes, as far as is consistent with the provisions of this Agreement, that party’s successors in title and permitted assignees.
1.4
Statutes and legislation: References to a statute are to be construed to include regulations, directions, orders or notices made under or pursuant to that statute and references to a statute or part of a statute that is repealed are to be construed as referring to any subsequent enactment passed in substitution for the repealed statute or part of the statute, unless otherwise provided in this Agreement.
1.5
General references: References to:
(a) one gender include each other gender;
(b) clauses or Schedules are to clauses of, or Schedules to, this Agreement;
(c) the singular includes the plural and vice versa; and
(d) an agreement include that agreement as amended, supplemented, novated or substituted from time to time.
1.6
Schedules: Any Schedules and the provisions and conditions contained in such Schedules will have the same effect as if set out in the body of this Agreement.
1.7
Headings: Clause and other headings and the table of contents are for ease of reference only and will not be deemed to form any part of the content of, or to affect the interpretation of, this Agreement.
1.8
No Contra Proferentem Construction: In the construction of this Agreement, the rule known as “contra proferentem” does not apply.
1.9
Definition of "Material": In this Agreement a matter is "Material" if it has or is likely to have an effect on the value of the Power Stations and/or the Assets greater than $1,000,000 (calculated in accordance with the valuation methodology that was used to determine the Consideration), or an effect on the annual gross income which may be earned from the operation of the Power Stations and/or the Assets greater than $500,000 (calculated in accordance with clause 11 of the Water Management Agreement); or if it imposes or is likely to impose an obligation on the operator of the Power Stations likely to involve expenditure greater than $1,000,000.
- SALE AND PURCHASE
2.1
Sale and purchase: With effect from the Settlement Time:
(a) the Vendor will sell and the Purchaser will purchase the Assets; and
(b) the Purchaser will assume liability for, and the Vendor will be released (to the extent possible) from its obligations in respect of, the Assumed Obligations,
upon the terms and conditions contained in this Agreement.
2.2
No assumption of liabilities: Except as expressly provided in this Agreement, the Purchaser does not assume any liabilities of the Vendor in relation to the Assets or the Power Stations.
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NZ Gazette 2011, No 93
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Agreement for Sale and Purchase of Power Stations
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🌾 Primary Industries & ResourcesAgreement, Sale, Purchase, Power Stations, Definitions, Consents, Contracts