TERMS OF EMPLOYMENT AS AT THE DATE OF THIS AGREEMENT OR
CONSISTENT WITH PAST PRACTICE IN THE ORDINARY COURSE OF THE BUSINESS; OR
(12)
CREATES ANY ENCUMBRANCE AFFECTING ANY OF THE
ASSETS.
(B)
SUBJECT TO CLAUSE 4.2, BETWEEN THE DATE OF
THIS AGREEMENT AND THE EARLIER OF COMPLETION AND TERMINATION OF THIS AGREEMENT,
THE SELLER MUST ENSURE THAT THE BUYER, ITS SOLICITORS, ACCOUNTANTS AND OTHER
AUTHORISED REPRESENTATIVES, ARE (ON REASONABLE NOTICE BEING PROVIDED TO THE
SELLER) GIVEN REASONABLE ACCESS DURING NORMAL BUSINESS HOURS TO:
(1)
ALL AVAILABLE BOOKS OF ACCOUNT, BOOKS,
RECORDS, CONTRACTS, COMMITMENTS AND PROPERTY OF THE TRANSACTION ENTITIES WHICH
ARE IN, OR PRIOR TO THE COMPLETION DATE COME INTO, EXISTENCE AND THE SELLER MUST
FURNISH OR MUST PROCURE THAT EACH TRANSACTION ENTITY FURNISHES TO THE BUYER
DURING SUCH PERIOD ALL SUCH INFORMATION CONCERNING THE TRANSACTION ENTITIES AS
THE BUYER MAY REASONABLY REQUEST; AND
(2)
ALL EXECUTIVES AND MANAGEMENT OF THE
TRANSACTION ENTITIES.
4.2
PERMITTED ACTS
Nothing in clause 4.1 restricts the Seller or any Transaction Entity from doing
anything:
(A)
WHICH IS CONTEMPLATED IN THIS AGREEMENT, ANY
TRANSACTION AGREEMENT, THE NEW ZEALAND SALE AGREEMENT, THE HIVE OUT AGREEMENT OR
THE NEW ZEALAND HIVE OUT AGREEMENT OR THE DISCLOSURE LETTER;
6
(B)
TO REASONABLY AND PRUDENTLY RESPOND TO AN
EMERGENCY OR DISASTER (INCLUDING A SITUATION GIVING RISE TO A RISK OF PERSONAL
INJURY OR DAMAGE TO PROPERTY) WHICH THE SELLER MUST DO IN CONSULTATION WITH THE
BUYER WHERE PRACTICABLE;
(C)
WHICH IS NECESSARY FOR A TRANSACTION ENTITY
TO MEET ITS LEGAL OR, IN THE CASE OF CONTRACTS ENTERED INTO PRIOR TO THE DATE OF
THIS AGREEMENT AND FULLY AND FAIRLY DISCLOSED IN THE DISCLOSURE MATERIALS,
CONTRACTUAL OBLIGATIONS; OR
(D)
APPROVED BY THE BUYER, SUCH APPROVAL NOT TO
BE UNREASONABLY WITHHELD OR DELAYED.
4.3
INTRA-GROUP LOANS
Before Completion, the Seller must:
(A)
IDENTIFY TO THE BUYER ALL EXISTING LOANS
BETWEEN A SELLER GROUP MEMBER AND A TRANSACTION ENTITY; AND
(B)
PROCURE THAT ALL PAYMENTS ARE MADE AND SUCH
OTHER ACTIONS ARE TAKEN AS MAY BE NECESSARY TO ENSURE THE PAYMENT IN FULL OF
LOAN BALANCES BETWEEN ANY SELLER GROUP MEMBERS (ON THE ONE HAND) AND ANY
TRANSACTION ENTITIES (ON THE OTHER HAND).
4.4
INTENTIONALLY LEFT BLANK
(A)
4.5
SUBSIDIARY GUARANTEES
(A)
BEFORE COMPLETION THE SELLER MUST ENSURE
THAT, EFFECTIVE FROM COMPLETION, EACH TRANSACTION ENTITY IS RELEASED FROM ANY
ACTUAL, CONTINGENT OR ACCRUED LIABILITIES UNDER A SUBSIDIARY GUARANTEE GIVEN BY
IT.
(B)
IF A TRANSACTION ENTITY HAS NOT BEEN RELEASED
FROM A SUBSIDIARY GUARANTEE IN ACCORDANCE WITH CLAUSE 4.5(A) BY COMPLETION, THE
SELLER MUST INDEMNIFY THE BUYER AND THE NEW ZEALAND BUYER AGAINST ANY LOSS WHICH
THE TRANSACTION ENTITY PAYS, SUFFERS, INCURS OR IS LIABLE FOR UNDER OR IN
RELATION TO THAT SUBSIDIARY GUARANTEE AFTER COMPLETION.
4.6
TRANSACTION ENTITY A MEMBER OF A CONSOLIDATED
GROUP
The Seller must:
(A)
WITHIN SEVEN BUSINESS DAYS BEFORE THE
COMPLETION DATE, PROVIDE TO THE BUYER A COPY OF THE NOTIFICATION TO FORM THE
SELLER'S CONSOLIDATED GROUP LODGED WITH THE AUSTRALIAN TAXATION OFFICE;
(B)
PROVIDE