✨ Legal Agreement Clauses
2620 NEW ZEALAND GAZETTE, No. 93 5 JULY 2011
13. NO RELIANCE ON VENDOR
13.1 Release: The Purchaser:
(a) confirms that in entering into this Agreement, it has not relied on any statement, representation, warranty, condition, promise or undertaking by the Vendor or any authorised representative, agent, contractor or employee of the Vendor made in the course of communications or negotiations, whether express or implied and whether oral or written or resulting from, or implied by, conduct, before or during the making of this Agreement, unless it is expressly set out in this Agreement; and
(b) agrees that save for the Warranties, all express or (to the extent permitted by law) implied, or other representations or warranties of the Vendor in relation to the sale of the Power Stations and Assets are expressly excluded.
14. LITIGATION
14.1 Consent applications and appeals:
To the extent that the Vendor has applied for, or is a party to any appeal proceedings relating to, resource consent applications relating exclusively to any Asset, the Vendor and the Purchaser will take all reasonable steps to have those applications or appeal proceedings transferred, in all respects to the Purchaser and, if necessary, will apply to have the Purchaser’s name substituted in any relevant documents.
To the extent that it is not possible to transfer any of those applications or appeal proceedings to the Purchaser, the Vendor will continue with the applications or appeal proceedings and will use all reasonable endeavours to deal with the applications and appeal proceedings in a timely and diligent manner (with assistance from and at the reasonable direction of the Purchaser, the Purchaser to meet the Vendor’s reasonable costs in all things related thereto). The Vendor will transfer to the Purchaser any transferable consents granted to the Vendor as a result of any application or appeal proceedings referred to in this clause 14.1 as soon as practicable after they are granted.
14.2 Assistance:
To the extent that the Vendor and the Purchaser are or become involved in any litigation or other legal proceedings (whether as plaintiff or defendant) which relate wholly or partly to any Asset, then the Vendor and the Purchaser will each:
(a) provide to the other party such information, books and records and advice, and give such other co-operation and assistance as that other party may reasonably require to enable that other party to defend or contest or institute any proceedings or litigation (including, if necessary, making relevant employees available to give evidence); and
(b) reimburse the other party for the reasonable costs and expenses incurred by that other party in providing such assistance to the first-mentioned party in a fair and reasonable manner.
14.3 Litigation between the parties:
The provisions of clause 14.2 will not apply to any litigation or other legal proceedings which are brought by one party against the other party.
15. EXPERT DETERMINATION
15.1
If pursuant to an express provision of this Agreement any matter is to be determined by an Expert, then:
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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
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🌾 Primary Industries & ResourcesAgreement, Sale, Purchase, Power Stations, Assets, Vendor, Purchaser, Litigation, Expert Determination