New Zealand Gazette – 2011 – No. 93

Page 2611

✨ Agreement for Sale and Purchase of Power Stations

5 JULY 2011 NEW ZEALAND GAZETTE, No. 93 2611

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ASSETS AND ASSUMED OBLIGATIONS

8.1 Identification of Assets and Assumed Obligations: Immediately after execution of this Agreement, the parties will (to the extent they have not already done so) consult in good faith, and use all reasonable endeavours, to agree and develop the terms of an agenda for Settlement in relation to the sale of the Assets and Assumed Obligations under this Agreement which identifies (so far as is reasonably possible in the circumstances) the documents and other records required to be delivered to the Purchaser on the Settlement Date under clauses 6.4(a) to 6.4(g). Nothing in that agenda is to limit or supersede the rights or obligations of the parties under this Agreement.

8.2 Rectification: If during the Rectification Period:

(a) it is apparent that any assets or liabilities of the Vendor which fall within the definition of "Assets" or "Assumed Obligations" in clause 1.1 were not transferred or delivered to, or assumed by, the Purchaser in accordance with this Agreement then those assets or liabilities will be transferred or delivered by the Vendor to, and assumed by, the Purchaser as soon as practicable; or

(b) it is apparent that any assets or liabilities which fall outside the definition of "Assets" or "Assumed Obligations" in clause 1.1 were transferred or delivered to, or assumed by, the Purchaser in accordance with this Agreement then those assets or liabilities will as soon as practicable, be transferred or delivered by the Purchaser back to the Vendor and assumed by the Vendor.

8.3 Deemed transfers: If, after the Settlement Date:

(a) any asset or liability is transferred or delivered to, or assumed by, the Purchaser pursuant to clause 8.2(a), that asset or liability will be deemed for all purposes to have been transferred to, or assumed by, the Purchaser under this Agreement with effect from the Settlement Time; or

(b) any asset or liability is transferred or delivered back to, or assumed by, the Vendor pursuant to clause 8.2(b), that asset or liability will be deemed for all purposes never to have been transferred to, or assumed by, the Purchaser,

and the parties shall make such payments between themselves as are necessary to reflect that position.

8.4 Indemnity: The Vendor shall (except as expressly provided in this Agreement) indemnify the Purchaser against any claim or liability incurred by the Purchaser:

(a) as a direct consequence of a breach by the Vendor, prior to the Settlement Time, of:

    (i) a Commercial Contract;

    (ii)    an obligation arising by statute or regulation;

    (iii)   any Consent; or

    (iv)    a tortious duty owed to any third party; and

(b) which directly relates to the ownership of the Assets or the operation of the Power Stations before the Settlement Time.

8.5 Hydrometric Stations: The parties record that:

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