✨ Agreement for Sale and Purchase of Power Stations
5 JULY 2011 NEW ZEALAND GAZETTE, No. 93 2607
4.5 GST and Default GST payable in addition to Consideration: Notwithstanding any provision of this Agreement, if it is determined that GST is chargeable at a rate greater than zero percent in respect of the Transaction, and the Vendor is required to account to Inland Revenue for such GST (and any related Default GST) the Purchaser shall, upon demand by the Vendor and subject to receiving reasonable evidence that the GST (and Default GST) is so chargeable and a tax invoice or debit note (as applicable), pay to the Vendor:
(a) such GST and Default GST; and
(b) interest at the Bill Rate plus 3% per annum on any moneys paid by the Vendor to Inland Revenue in respect of the Transaction from the date of payment of such moneys until the Purchaser has reimbursed the Vendor in full for all such moneys.
4.6 Non-mitigation: As between the Vendor and the Purchaser, the Vendor is not under any obligation to pay any GST or Default GST, or to take any other steps to minimise the Vendor’s liability in respect of that GST or Default GST, unless and until the Purchaser has made the corresponding payment to the Vendor in accordance with this Agreement.
- FURTHER ASSURANCES
5.1 Further assurances: Each party will sign, execute and do all deeds, schedules, acts, documents and things as may reasonably be required by the other party effectively to carry out and give effect to the terms and intentions of this Agreement, whether before or after Settlement. The obligations under this clause will not impose a greater burden on the Vendor in respect of title to the Land than those set out in clauses 6 and 11.2.
5.2 No merger: The provisions of this Agreement, and anything done under, or in connection with, this Agreement (including without limitation Settlement) shall not operate as a merger of any of the rights, powers or remedies of either party under, or in connection with, this Agreement or at law, and those rights, powers and remedies shall survive and continue in full force and effect to the extent that they are unfulfilled.
- SETTLEMENT
6.1 Time and place: Settlement will take place at 1.00 pm. on the Settlement Date at the offices of Russell McVeagh, Wellington or at such other place or time as the Vendor and the Purchaser may agree.
6.2 Possession and title: Possession of and title to the Assets will be given and taken on the Settlement Date on which date the Vendor will sell, transfer and assign the Assets to the Purchaser and the Purchaser will purchase the same and will assume responsibility for the Assumed Obligations in all respects. Upon Settlement, that sale, transfer, assignment and assumption will be deemed to have had effect as at the Settlement Time.
6.3 Delivery of Assets on Settlement Date: On the Settlement Date, the Vendor will make available to the Purchaser possession and control of the Assets, except those to which the provisions of clause 6.4 relate.
6.4 Delivery of documents on Settlement Date: On Settlement the Vendor shall deliver or make available (at a place and in a manner agreed by the Purchaser acting reasonably) to the Purchaser:
Next Page →
NZ Gazette 2011, No 93
✨ LLM interpretation of page content
🌾
Agreement for Sale and Purchase of Power Stations
(continued from previous page)
🌾 Primary Industries & ResourcesAgreement, Sale, Purchase, Power Stations, Consideration, GST, Taxation