✨ Agreement Clauses
2624 NEW ZEALAND GAZETTE, No. 93 5 JULY 2011
sub-clause have previously been made, exceeds $1,000,000, and then only to the extent of the excess; and
(d) the total liability of the Vendor to the Purchaser:
(i) in respect of all such claims, except for a claim in respect of clause 7 of Schedule 4, shall be limited to an amount equal to half of the Consideration; or
(ii) in relation to a claim in respect of clause 7 of Schedule 4, shall be limited to the Consideration.
16.9 Notice of claim by Purchaser: Notwithstanding any other provision of this Agreement no claim shall be made by the Purchaser in respect of any breach of the Warranties, clause 8.4 or section 9 unless notice of the claim has been given to the Vendor by the Purchaser in good faith and in reasonable detail before the date 18 months after Settlement.
16.10 Survive termination: The provisions of this clause 16 are to survive the termination or expiration of this Agreement.
- CONDUCT OF CLAIMS
17.1 Vendor’s right to defend claims: If the Purchaser makes, or may seek to make, any claim against the Vendor pursuant to the provisions of this Agreement in respect of the Warranties or any other obligations of the Vendor expressed or implied in this Agreement or otherwise in relation to the sale of the Power Stations and Assets to the Purchaser and which relates to a claim by, or liability to, any third party, including without limitation any TPNZ Claim ("Third Party Claim"), the following shall apply:
(a) The Purchaser shall forthwith give notice thereof (including reasonable details) to the Vendor and ensure that the Purchaser does not make any payment or admission of liability in respect of the Third Party Claim, or take any other steps which may in any way prejudice the defence of the Third Party Claim, without the prior written consent of the Vendor, which consent shall not be unreasonably withheld or delayed.
(b) The Vendor may, at its election, in the name of the Purchaser conduct all negotiations and prosecute, challenge or defend any proceedings relating to the Third Party Claim. For this purpose the Purchaser shall make available to the Vendor all such information, books and records, and give such other co-operation (including making available employees as witnesses), as the Vendor may reasonably require for the purpose.
(c) If the Purchaser is wholly or substantially successful in respect of any such proceedings relating to a Third Party Claim (other than any TPNZ Claim in respect of which the costs of the negotiations and proceedings shall be borne by the Vendor), the costs of the negotiations and proceedings shall be borne by the Purchaser but otherwise will be borne by the Vendor.
17.2 Payment from Third Parties: If the Purchaser recovers from any third party any amount to which a payment made by the Vendor to the Purchaser under this Agreement relates, the Purchaser shall procure that the amount so recovered by the Purchaser (net of the costs of recovery, but not exceeding the amount paid by the Vendor) shall forthwith be reimbursed to the Vendor.
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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, Warranties, Indemnity, Legal Provisions, Clauses, Liability, Taxation