✨ Legal Agreement Continuation
5 JULY 2011 NEW ZEALAND GAZETTE, No. 93 2609
and will from the Settlement Time indemnify the Vendor from and against all actions, claims, damages, costs and expenses and losses of whatever nature which the Vendor may sustain, suffer or incur, or which may be made against it, as a result of any failure by the Purchaser to perform or comply with those conditions, burdens or liabilities or to pay those outgoings; and
(c) without limiting the foregoing, the Purchaser shall be entitled to rely on each Consent with the express permission of the Vendor for the purposes of section 3A of the Resource Management Act 1991.
6.6 Notice of sale and Resource Consents: Immediately following Settlement:
(a) the Vendor will give all relevant notices to the relevant authorities, of the sale and purchase evidenced by this Agreement; and
(b) without limiting any other obligations that the Purchaser may have, the Purchaser will promptly complete and file with the relevant Authority all transfers delivered under clause 6.4(f).
6.7 Submissions:
(a) On Settlement the Vendor shall to the extent it is legally able so to do, transfer and assign to, and the Purchaser will inherit as successor, all of the Vendor’s rights and interest in any submissions (as defined in the Resource Management Act 1991) (“Submission”) made by the Vendor solely in relation to the Power Stations or the Assets; and
(b) To the extent that it is not possible to transfer the Vendor’s rights and interest in any Submission to the Purchaser, the Vendor will appoint the Purchaser as its agent to continue with the Submission in such manner as the Purchaser reasonably thinks fit (and at the Purchaser’s sole cost).
- PAYMENT OF THE CONSIDERATION
7.1 Payment on Settlement: On the Settlement Date, immediately after the Vendor has complied with clauses 6.3 and 6.4, the Purchaser shall pay to the Vendor the total amount of:
(a) the Consideration;
(b) plus or less the net apportionments under clause 7.2 (to the extent that they have been determined as at Settlement).
7.2 Apportionment: All rent, rates, power, telephone, water and other outgoings of a periodic or recurring nature (excluding insurance premiums) and all incomings of a periodic or recurring nature including without limitation amounts payable or receivable under Commercial Contracts, shall be apportioned as at Settlement between the Vendor and the Purchaser.
Each payment to be made under this clause 7.2 shall be made upon Settlement, or as soon after Settlement as the amount of that payment is determined. The parties shall use their best endeavours to ensure that the amount of each payment to be made under this clause is determined as quickly as possible. If the amount of any payment has not been determined by the date 40 Business Days after Settlement, either party may require it to be determined under clause 15. A party which makes a payment under this clause after Settlement shall also pay to the other party interest on the amount of that
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NZ Gazette 2011, No 93
✨ 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