DETERMINED UNDER CLAUSE 6.1 THEN THE OTHER PARTY
(NOTIFYING PARTY) MAY GIVE THE DEFAULTING PARTY A NOTICE REQUIRING THE
DEFAULTING PARTY TO SATISFY 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 4 ARE INTERDEPENDENT
AND MUST TAKE PLACE, AS NEARLY
13
AS POSSIBLE, SIMULTANEOUSLY. IF ONE ACTION DOES NOT TAKE PLACE, THEN WITHOUT
PREJUDICE TO ANY RIGHTS AVAILABLE TO ANY PARTY AS A CONSEQUENCE:
(1)
THERE IS NO OBLIGATION ON ANY PARTY TO
UNDERTAKE OR PERFORM ANY OF THE OTHER ACTIONS;
(2)
TO THE EXTENT THAT SUCH ACTIONS HAVE ALREADY
BEEN UNDERTAKEN, THE PARTIES MUST DO EVERYTHING REASONABLY REQUIRED TO REVERSE
THOSE ACTIONS; AND
(3)
THE SELLER AND THE BUYER MUST EACH RETURN TO
THE OTHER ALL DOCUMENTS DELIVERED TO IT UNDER CLAUSE 6.2(A) AND SCHEDULE 4 AND
MUST EACH REPAY TO THE OTHER ALL PAYMENTS RECEIVED BY IT UNDER CLAUSE 6.2(A) AND
SCHEDULE 4, WITHOUT PREJUDICE TO ANY OTHER RIGHTS ANY PARTY MAY HAVE IN RESPECT
OF THAT FAILURE.
(B)
THE BUYER MAY, IN ITS SOLE DISCRETION, WAIVE
ANY OR ALL OF THE ACTIONS WHICH THE SELLER IS REQUIRED TO PERFORM UNDER CLAUSE
2.1 OF SCHEDULE 4 AND THE SELLER MAY, IN ITS SOLE DISCRETION, WAIVE ANY OR ALL
OF THE ACTIONS WHICH THE BUYER IS REQUIRED TO PERFORM UNDER CLAUSE 2.2 OF
SCHEDULE 4.
7
COMPLETION ACCOUNTS
7.1
PREPARATION
Following Completion the Seller and the Buyer must procure that the Completion
Accounts are prepared and finalised in accordance with Schedule 5.
7.2
PURCHASE PRICE ADJUSTMENTS FOLLOWING
COMPLETION ACCOUNTS
If the Completion Net Working Capital:
(A)
IS LESS THAN THE TARGET NET WORKING CAPITAL
BY MORE THAN $100,000, THE SELLER MUST PAY THE ADJUSTMENT AMOUNT TO THE BUYER,
AS AN ADJUSTMENT TO THE PURCHASE PRICE;
(B)
EXCEEDS THE TARGET NET WORKING CAPITAL BY
MORE THAN $100,000, THE BUYER MUST PAY THE ADJUSTMENT AMOUNT TO SELLER, AS AN
ADJUSTMENT TO THE PURCHASE PRICE; OR
(C)
EQUALS OR IS WITHIN $100,000 OF THE TARGET
NET WORKING CAPITAL, NO ADJUSTMENT TO THE PURCHASE PRICE WILL BE MADE UNDER THIS
CLAUSE 7.2.
7.3
PAYMENT OF ADJUSTMENTS
(A)
A PARTY REQUIRED TO MAKE A PAYMENT TO
ANOTHER PARTY UNDER THIS CLAUSE 7 MUST MAKE THE PAYMENT IN IMMEDIATELY AVAILABLE
FUNDS WITHIN 5 BUSINESS DAYS AFTER THE FINALISATION OF THE COMPLETION ACCOUNTS
OR EXPERT'S REPORT AS APPLICABLE.
(B)
ALL AMOUNTS PAYABLE BY A PARTY UNDER CLAUSE
7.2 WILL ACCRUE INTEREST ON A DAILY BASIS AT THE INTEREST RATE FROM AND
INCLUDING THE COMPLETION DATE TO AND INCLUDING THE EARLIER OF THE DATE OF
PAYMENT OR 5 BUSINESS DAYS AFTER