✨ Agreement for Sale and Purchase of Power Stations
2614 NEW ZEALAND GAZETTE, No. 93 5 JULY 2011
and the Vendor must notify the Purchaser forthwith after making the relevant expenditure or commitment.
(h) Notification: promptly notify the Purchaser of any law suits, claims, proceedings (other than normal debt collection proceedings), investigations or adverse events which may occur, be threatened, brought, asserted or commenced against it, its directors or employees, involving or affecting the Power Stations or other Assets.
(i) No removal: not remove any plant, equipment, fixtures or fittings from the Power Stations, except for the purposes of routine replacement of plant or equipment, and maintain the level of spare parts and Consumables held in respect of the Power Stations in accordance with the practices of the Vendor over the three years ended 9 December 2009.
(j) Stakeholders: continue (subject to clause 10) to deal with Stakeholders in the ordinary course and in accordance with the previous practice of the Vendor.
9.2 Full co-operation: Subject to the provisions of this Agreement, the Vendor will, pending Settlement, cause its officers and employees to co-operate fully with and make complete disclosure to the Purchaser of all material facts relating to the Assets and the Assumed Obligations.
9.3 The Purchaser’s conduct pending Settlement: Subject to the provisions of this Agreement, the Purchaser undertakes in favour of the Vendor that, pending Settlement, the Purchaser will not interfere in any way with the Vendor’s operation or conduct of, or dealing with, the Assets in the ordinary course of business.
9.4 Information: Between the date of this Agreement and Settlement, the Vendor shall provide the Purchaser and its duly authorised representatives (including its professional and financial advisers) with access during the Vendor’s normal operating hours to the Asset Records and the Assets to familiarise the Purchaser with the Assets.
9.5 Obligation to notify: If, at or prior to Settlement, any of the Warranties, or any of the obligations of the Vendor under this Agreement, are breached or unfulfilled the Vendor shall immediately give notice to the Purchaser of that fact and the circumstances giving rise to it.
- CONTRACTS
10.1 Treatment of Contracts: The Commercial Contracts are divided into two categories as follows:
(a) all rights and obligations under the Commercial Contracts listed in Part A of Schedule 5 ("Assigned Contracts") are to be assumed entirely by the Purchaser;
(b) certain rights and obligations under the Commercial Contracts listed in Part B of Schedule 5 ("Split Contracts") are to be assumed by the Purchaser, and other rights and obligations are to remain with the Vendor.
10.2 Assignment of Assigned Contracts: If and to the extent that an Assigned Contract is capable of being assigned to the Purchaser without the prior written consent of the relevant Counterparty, the Vendor assigns to the Purchaser, with effect from the Settlement Time, all of the Vendor’s property and contractual rights in that Assigned Contract.
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, Assets, Obligations, Rectification, Indemnity, Hydrometric Stations, Licensed Consents, Replacement Consents, Settlement, Notification, Removal, Stakeholders, Co-operation, Information