2650

NEW ZEALAND GAZETTE, No. 93

5 JULY 2011

54

SCHEDULE 4

WARRANTIES

1. Information: To the best of the Vendor’s knowledge and belief, all information in writing given by or on behalf of the Vendor or any Subsidiary of the Vendor (whether by any director, agent, professional adviser or other person) to the Purchaser or any director, agent, professional adviser or other representative of the Purchaser, in the course of negotiations leading to this Agreement and in respect of the Power Stations or the Assets, was, when given, complete and accurate.

2. Material circumstances: The Vendor is not aware of any circumstances (other than circumstances affecting the electricity industry or market generally) which has not been disclosed in writing to the Purchaser and which might reasonably be expected Materially and adversely to affect the Power Stations or the Assets or their operation, or which might otherwise be Material to a purchaser of the Power Stations.

3. Contracts: There is no contract or agreement to which the Vendor or a Subsidiary is party which is Material to the operation of the Power Stations, other than the Commercial Contracts.

4. Business operations: If the obligations of the Vendor under clause 9.1(a) to (g), and 9.1(i), of this Agreement had been entered into by the Vendor in favour of the Purchaser on 9 December 2009, no breach of those obligations would have occurred during the period from 9 December 2009 to the date of this Agreement.

5. Licences: The Vendor holds current in its own name all licences, authorities, warrants, Consents, approvals and permits from or issued by an Authority which are necessary or otherwise required to enable it to own and operate the Power Stations fully and effectively ("Licences"). Save to the extent provided for in the EIA, or as a consequence of the EIA or implementation of the transactions evidenced by this Agreement, the Vendor is not aware that any of the Licences are being or are likely to be withdrawn, cancelled, qualified, or adversely affected in any manner, and the Vendor is not operating in breach of the provisions of any of the Licences, nor aware of any circumstances which entitle or may entitle any authority to suspend, cancel or terminate any of the Licences, in any way that is Material to the operation of the Power Stations or the Assets.

6. Compliance with laws: To the best of the Vendor’s knowledge and belief, the Vendor is not in breach of any statutory provision, order, by-law or regulation binding on or applicable to it, or in breach of any Commercial Contract, where such breach is Material to the operation of the Power Stations or the Assets.

7. Sufficiency of and title to, Assets: The Assets:

(a) are the absolute property of, and under the control of, the Vendor;

(b) will not on Settlement be subject to any Security Interest (other than those arising in the ordinary course of business); and

(c) are not subject to any right of first refusal or obligation to offer back to earlier owners or other parties,

except that, for those Assets comprising the Land listed in Part B of Schedule 1:

(d) at the date of execution of this Agreement and at the Settlement Date:

(i) the Warranties at paragraphs 7(a) and (b) shall not apply;