New Zealand Gazette – 2011 – No. 93

Page 2623

✨ Legal Agreement Clauses

5 JULY 2011 NEW ZEALAND GAZETTE, No. 93 2623

(b) the relevant circumstance or amount has been or is made good, or recovered by or paid to the Purchaser without cost, liability or loss to the Purchaser;

(c) the relevant event, circumstance, loss, liability, cost or expense to which the claim relates would not have arisen but for:

(i) any act or omission by the Purchaser;

(ii)    an obligation or commitment entered into or made after the Settlement Date by the Purchaser; or

(iii)   the Purchaser admitting liability in respect thereof without the prior written consent of the Vendor, which will not be unreasonably withheld or delayed by the Vendor;

(d) the claim arises as a result only of any increase in the rates of taxation in force at the date of this Agreement;

(e) the claim arises as a result of a change after the date of this Agreement in any law or interpretation of any law or in NZ GAAP;

(f) the claim is based on a contingent liability, unless and until the contingent liability becomes an actual liability; or

(g) the loss the subject of the claim reduces the tax liability of the Purchaser ("Tax Liability Reduction"), provided that if any amount paid by the Vendor in respect of the claim is subject to taxation in the hands of the Purchaser then the Tax Liability Reduction will itself be reduced by the amount of any such taxation for the purposes of this clause 16.5(g).

16.6 Reference to knowledge: A reference in Schedule 4 to the best of the Vendor's knowledge and belief (however expressed) is a reference to the knowledge that the Vendor would have if the responsible officers of the Vendor had made due and careful enquiry into the matter in question.

16.7 Duty to mitigate: The Purchaser shall take all reasonable steps to avoid or mitigate any loss or liability which might give rise to a claim under any Warranty.

16.8 Limitation of liability: If the Vendor becomes liable to the Purchaser in respect of the Warranties or under clause 8.4 or section 9:

(a) the liability shall be assessed after taking into account any saving to the Purchaser in taxation as a result of the relevant event, circumstance, loss, liability, cost, expense, claim or other amount in respect of which the liability to the Purchaser arose ("**Tax Saving**"), provided that if any amount paid by the Vendor is subject to taxation in the hands of the Purchaser then the Tax Saving will itself be reduced by the amount of any such taxation for the purposes of this clause 16.8(a);

(b) without limiting clause 16.8(c), no amount shall be claimed unless the amount claimed (excluding any legal or other professional costs incurred in respect of the claim) exceeds $200,000 in respect of any individual claim or series of related claims;

(c) no amount shall be claimed unless the aggregate of the amount then claimed and of all other claims made (excluding any legal or other professional costs incurred in respect of the claims) or which would but for the provisions of this

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