2684 NEW ZEALAND GAZETTE, No. 93 5 JULY 2011

16.2 Condition precedent: Subject to any right any party may have to apply to a court for any interim or preliminary relief in respect of the Dispute, completion or termination of the mediation will be a condition precedent to the commencement of any other form of dispute resolution proceedings relating to the Dispute or any part of it.

16.3 Arbitration: If a Dispute has not been resolved in accordance with clause 16.1 within 20 Business Days after it is referred to a mediator, either party may require that the Dispute be referred to arbitration by a single arbitrator. The arbitration will be commenced by a party giving notice to the other party stating the subject matter and details of the Dispute and requiring the Dispute to be referred to arbitration. The arbitrator will be appointed by the parties, or failing agreement within 10 Business Days after, and exclusive of, the date of giving of the notice, will be appointed at the request of a party by the president or vice-president for the time being of the New Zealand Law Society or the nominee of such president or vice-president. The place of arbitration will be Christchurch.

16.4 Costs: The parties will bear their own costs (including legal costs) and an equal share of the costs of the award in relation to the arbitration, unless the arbitrator determines that a party shall bear some proportion of, or all of, the costs of the other party because of impropriety, lack of cooperation or unreasonable conduct by that party.

17. LIMITATION OF LIABILITY

17.1 Maximum liability: The combined maximum liability of one party to the other in respect of claims in connection with this agreement in contract, tort (including negligence) or otherwise (each a "Claim"), shall be limited to:

(a) $\2,000,000 for any one event or circumstance or series of related events or circumstances; and

(b) $\10,000,000 in the aggregate in respect of all events and circumstances in any 12 month period,

but the limitation in this clause shall not apply to a wilful breach of section 7, a wilful breach of section 8 or a wilful breach of section 10, nor shall such limitation apply to compensation referred to in clause 10.4, calculated in accordance with section 11.

17.2 Further limitations on liability: No party shall be liable in connection with a Claim for any indirect or consequential loss or for any loss of revenue, including any revenue lost or claimed to have been lost by reason of a party not generating, or not being able to generate, electricity, but the limitation in this clause shall not apply to any wilful breach of section 7, a wilful breach of section 8 or a wilful breach of section 10 nor shall such limitation apply to compensation referred to in clause 10.4, calculated in accordance with section 11.

18. ASSIGNMENT AND ASSET TRANSFER

18.1 No assignment: Subject to clause 18.2, neither party ("assigning party") may, without the prior written consent of the other party ("consenting party"), such consent not to be unreasonably withheld, assign any of its rights or obligations under this agreement (except by way of security or charge).

18.2 Permitted Assignment: Subject to clauses 18.4, 18.5 and 18.6 a party may assign all (but not part) of its rights and transfer all (but not part) of its obligations under this agreement provided:

(a) the assignment or sale is to a wholly-owned subsidiary (as that term is defined in the Companies Act 1993); or