THE SELLER'S GUARANTOR MUST ACCOUNT TO THE
BUYER,
as the case may be, as soon as possible.
5
TERMINATION
5.1
TERMINATION OF AUSTRALIAN SHARE SALE AGREEMENT
This agreement terminates with immediate effect upon termination of the
Australian Share Sale Agreement for any reason.
8
5.2
EFFECT OF TERMINATION
If this agreement is terminated under clause 2.5, clause 5.1 or clause 6.3(b),
then:
(A)
EACH PARTY IS RELEASED FROM ITS OBLIGATIONS
TO FURTHER PERFORM ITS OBLIGATIONS UNDER THIS AGREEMENT AND THE TRANSACTION
AGREEMENTS, EXCEPT THOSE EXPRESSED TO SURVIVE TERMINATION;
(B)
EACH PARTY RETAINS THE RIGHTS IT HAS AGAINST
THE OTHER IN RESPECT OF ANY BREACH OF THIS AGREEMENT OCCURRING BEFORE
TERMINATION;
(C)
THE BUYER MUST RETURN TO THE SELLER ALL
DOCUMENTS AND OTHER MATERIALS OBTAINED FROM THE SELLER IN ACCORDANCE WITH THE
TERMS OF THE CONFIDENTIALITY AGREEMENT; AND
(D)
THE RIGHTS AND OBLIGATIONS OF EACH PARTY
UNDER EACH OF THE FOLLOWING CLAUSES AND SCHEDULES WILL CONTINUE INDEPENDENTLY
FROM THE OTHER OBLIGATIONS OF THE PARTIES AND SURVIVE TERMINATION OF THIS
AGREEMENT:
(1)
CLAUSE 1 AND SCHEDULE 1 (DEFINITIONS AND
INTERPRETATION);
(2)
CLAUSE 5 (TERMINATION);
(3)
CLAUSE 10 (DUTIES, COSTS AND EXPENSES); AND
(4)
CLAUSE 13 (GENERAL).
5.3
NO OTHER RIGHT TO TERMINATE OR RESCIND
No party may terminate or rescind this agreement except as permitted under
clause 2.5, this clause 5 or clause 6.3(b).
6
COMPLETION
6.1
TIME AND PLACE
Subject to clause 5, Completion must take place at the office of Freehills at
Level 42, 101 Collins Street, Melbourne, at 11:00 a.m. on the day specified for
completion of the Australian Share Sale Agreement in clause 6.1 of the
Australian Share Sale Agreement, or such other place, time and date as the
Seller and Buyer agree.
6.2
COMPLETION
(A)
ON OR BEFORE COMPLETION, EACH PARTY MUST
CARRY OUT THE COMPLETION STEPS REFERABLE TO IT IN ACCORDANCE WITH SCHEDULE 2.
(B)
COMPLETION IS TAKEN TO HAVE OCCURRED WHEN
EACH PARTY HAS PERFORMED ALL ITS OBLIGATIONS UNDER THIS CLAUSE 6 AND SCHEDULE 2.
6.3
NOTICE TO COMPLETE
(A)
IF A PARTY (DEFAULTING PARTY) FAILS TO
SATISFY ITS OBLIGATIONS UNDER CLAUSE 6.2 AND SCHEDULE 2 ON THE DAY AND AT THE
PLACE AND TIME FOR COMPLETION DETERMINED UNDER CLAUSE 6.1 THEN THE OTHER PARTY
(NOTIFYING PARTY) MAY GIVE THE DEFAULTING PARTY A NOTICE REQUIRING THE
DEFAULTING PARTY TO SATISFY
9
THOSE OBLIGATIONS WITHIN A PERIOD OF 5 BUSINESS DAYS FROM THE DATE OF THE NOTICE
AND DECLARING TIME TO BE OF THE ESSENCE.
(B)
IF THE DEFAULTING PARTY FAILS TO SATISFY
THOSE OBLIGATIONS WITHIN THOSE 5 BUSINESS DAYS THE NOTIFYING PARTY MAY, WITHOUT
LIMITATION TO ANY OTHER RIGHTS IT MAY HAVE, TERMINATE THIS AGREEMENT BY GIVING
WRITTEN NOTICE TO THE DEFAULTING PARTY.
6.4
COMPLETION SIMULTANEOUS
(A)
SUBJECT TO CLAUSE 6.4(B), THE ACTIONS TO
TAKE PLACE AS CONTEMPLATED BY THIS CLAUSE 6 AND SCHEDULE 2 ARE INTERDEPENDENT
AND MUST TAKE PLACE, AS NEARLY AS POSSIBLE, SIMULTANEOUSLY. IF ONE ACTION DOES
NOT TAKE PLACE, THEN WITHOUT PREJUDICE TO ANY RIGHTS AVAILABLE TO ANY PARTY