✨ Power Station Agreement
5 JULY 2011 NEW ZEALAND GAZETTE, No. 93 2615
10.3 TPNZ Contracts: The Vendor and the Purchaser are required to enter into certain documents in order for the Facilities Deeds (as listed at paragraphs 1 and 4 of Part A, Schedule 5) to be assigned to the Purchaser. In particular:
(a) the parties and Transpower New Zealand Limited ("TPNZ") are required to enter into "Deeds of Continuance" in the form specified in each Facilities Deed; and
(b) the Vendor must discharge its existing encumbrance, and the Purchaser must grant a new encumbrance, in respect of TPNZ’s lease of the switchyards located at each Power Station (as listed in Part D, Schedule 1).
The parties agree that they will use all reasonable endeavours to ensure such documentation is finalised and entered into by each party as soon as practicable following Settlement.
10.4 Assigned Contracts: Notwithstanding clause 10.2, the parties shall as from the date of this Agreement use reasonable endeavours to cause the Counterparties to each Assigned Contract to agree to:
(a) the assignment and transfer to the Purchaser of all rights and obligations under that Assigned Contract; and
(b) the release of the Vendor from its obligations under that Assigned Contract.
If a Counterparty agrees in terms of either sub-clause (a), or subclauses (a) and (b), the parties shall take all necessary steps to enter into an appropriate document between the Vendor, the Purchaser and that Counterparty recording those matters.
10.5 Split Contracts: Subject to clause 10.6, in respect of the Split Contracts, the parties have agreed between themselves a division of responsibilities in relation to each Split Contract as set out in the forms of the agreements contained in Schedule 7 ("Agreed Form Contract"). Irrespective of whether the relevant Counterparty(ies) have agreed to the terms of an Agreed Form Contract and that Agreed Form Contract has been executed by the parties to it, as from the Settlement Time:
(a) the parties agree that they will be bound by the terms of the Agreed Form Contracts as if they had been executed by all parties to them and were binding upon those parties;
(b) the Vendor shall perform the obligations imposed on, and have the benefit of the rights expressed to be for the benefit of, the Vendor under each Agreed Form Contract ("Vendor Provisions"); and
(c) the Purchaser shall perform the obligations imposed on, and have the benefit of the rights expressed to be for the benefit of, the Purchaser under each Agreed Form Contract ("Purchaser Provisions") provided that all such obligations shall be owed to the Vendor not the relevant Counterparty.
This clause shall cease to apply to a Split Contract if and when the relevant Agreed Form Contract(s) is or are entered into in substitution for, or as an amendment to, that (or those) Split 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