✨ Legal Agreement Details
(a) Titled Land: in respect of any Land for which title has been issued to the Vendor or over which the Vendor has been granted a registered interest, such documents or instruments in written or electronic form as are necessary or customary to enable the Purchaser to be registered as proprietor of that Land or to take the legal benefit of the relevant registered interest;
(b) Other Land Interests: where no certificate of title or other registered interest is available over or in respect of any Land, all executed agreements (if any) which evidence entitlement to or rights in respect of that Land together with duly executed transfers in favour of the Purchaser (to the extent that such transfers are reasonably required by the Purchaser);
(c) Contracts: copies of the Assigned Contracts and Split Contracts in the forms currently held by the Vendor (and whether original copies, in executed form or otherwise (the Purchaser acknowledging that executed or original copies of any such contracts may not be available));
(d) Intellectual Property: copies of all agreements and relevant written information in the possession or control of the Vendor relating to the Intellectual Property listed in Schedule 3;
(e) Other Records: all other documents evidencing interests in Land (including licences and easements) together with duly executed transfers thereof in favour of the Purchaser (to the extent such transfers are required) and all other Asset Records;
(f) Consents: except to the extent (if any) that Consents are transferred to the Purchaser by operation of any statutory provision transfers (in the form reasonably acceptable to the Purchaser and the relevant consent authority) in respect of each Consent (if required), completed by the Vendor as holder of that Consent in favour of the Purchaser;
(g) Maximo printout: a copy of all work orders contained on the Vendor’s Maximo database for the six month period following Settlement relating exclusively to one or both of the Power Stations; and
(h) Other: all other documents and things reasonably necessary to transfer to the Purchaser title to and possession of any Assets which the Purchaser may by notice to the Vendor not less than 14 calendar days before the Settlement Date reasonably require.
6.5 Trust relationship where legal title not transferred: Notwithstanding that legal title to certain Assets may not effectively pass to the Purchaser until after the Settlement Time, it is the intention of the parties that, subject to the remaining provisions of this clause 6, the Purchaser will be fully entitled to those Assets and will assume control of those Assets with effect from the Settlement Time and will thereafter receive all benefits and assume all burdens arising from those Assets. In order to implement this intention:
(a) the Vendor will (so far as permitted by law and subject to the remaining provisions of this clause 6) hold the relevant Assets on trust (as bare trustee) for the benefit of the Purchaser as from the Settlement Time until legal title passes to the Purchaser and promptly account to the Purchaser for all benefits actually received by the Vendor which arise out of the ownership of those Assets after the Settlement Time;
(b) the Purchaser will take over, perform and comply with all conditions, burdens, liabilities and pay all outgoings to the extent they relate to or arise from those Assets (including any conditions of the Consents) from the Settlement Time;
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✨ LLM interpretation of page content
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Agreement for Sale and Purchase of Power Stations
(continued from previous page)
🌾 Primary Industries & ResourcesAgreement, Sale, Purchase, Power Stations, Legal Title, Trust Relationship
NZ Gazette 2011, No 93