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Clause 1(1)(h)
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Trading Stock (Item 20.1): all merchantable stock, to the stock value, as set out in Item (20.1) of the Item Schedule at the invoice landed value including stock to be used or sold in connection with carrying on the Business and does not include Work-in-Progress.
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Clause 4.4
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The Deposit is payable to the Seller:
(a)
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the Seller:
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(a)
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on Settlement; or
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(b)
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in case of the Buyer’s Default on default; or
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Clause 4.6
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Investment of Deposit: (Note: see Section 380 of the Property Agents and Motor Dealers Act 2000)
Where the Deposit Holder is instructed by the parties to invest the Deposit, subject to legislative requirements, then If the Deposit is to be invested then (except in the case of Bank Bond):
(1)
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the Deposit Holder will invest the Deposit funds paid with in its name as trustee for the Buyer and Seller in an interest bearing account with a Bank, Building Society or Credit Union until the Settlement Date or as otherwise instructed by the parties. in an interest bearing account at the risk of the party who becomes entitled to the Deposit.
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(2)
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the parties will supply to the Deposit Holder, prior to the investment of the Deposit, their tax file numbers and acknowledge that if the tax file numbers are not provided then they accept that the interest earned on the Deposit may be taxed at the highest rate allowable. the interest on the Deposit will be paid to the party who becomes, and is entitled, to the Deposit.
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(3)
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the Deposit and the interest are at the risk of the party who is ultimately entitled to the Deposit.
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(4)
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subject to subclause (5) hereof, the interest on the Deposit will be paid to the party who becomes, and is, entitled to the Deposit at Settlement and such party will be solely responsible for any tax liability on such monies.
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(3)
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the party who becomes entitled to the income from the invested Deposit will be solely responsible for any tax liabilities on such income. Tax in this context includes Income Tax and GST.
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(4)
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the parties will supply the Deposit Holder with their tax file numbers in order to assist with the investing of the Deposit.
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(5)
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If Settlement of the Contract does not occur, the interest earned on the Deposit will be paid to:
(a) the Seller, if Settlement did not occur due to breaches of the Contract by the Buyer; or
(b) the Buyer, if it was for any other reason.
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(6)
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all costs in relation to this investment will be borne by the party referred to in Clause 4.6(3).
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(7)
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a Stakeholder, being a licensed Agent, may not invest the Deposit if the sale is to be completed on a contractually ascertainable day less than 60 days after the Deposit is received.
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Clause 5.4
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Once notice of approval is given as required by Clause 5.3 the Buyer will be deemed to have approval in accordance with Clause 5.1.
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Clause 5.5
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If the Buyer, through no default on the Buyer’s part, has not obtained the Finance approval by the Finance Date then the Buyer may by notice to the Seller:
(a)
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terminate this Contract; or
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(b)
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prior to termination, waive the benefit of this condition
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Clause 5.8
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Should the Buyer not obtain Finance Approval by the Finance Date and then subsequently obtains Finance Approval and notifies the Seller prior to the Seller giving notice to terminate this Contract in accordance with Clause 5.5, then the Buyer will have complied with the requirement to obtain a loan in the Finance Amount.
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Clause 7.3(3)
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If the Buyer is not able to confirm the records in accordance with Clauses 7.3(1)(1) and 7.3(1)(2) the Buyer may in accordance with Clause 7.3(2), by notice to the Seller, terminate this Contract and the provisions of Clause 4.5(b) shall apply.
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Clause 15.1
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Where Item (27) of the Item Schedule is not completed at the Date of Contract or should there be changes to the employees named therein subsequent to the Date of Contract, notice must be given to the Seller of all Transfer Employees in writing not less than 14 days prior to Settlement.
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Clause 16.3
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If the Existing Lease is not satisfactory to the Buyer, the Buyer may by notice to the Seller, given prior to 5pm on the last day for notification in accordance with Clause 16.2 hereof terminate this Contract and the provisions of Clause 4.5 (b) shall apply.
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Clause 33.1(4)
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ensuring that the Business is conducted in accordance with normal and prudent practice (having regard to the nature of the Business) and shall use its best endeavours to maintain the profitability and value of the Business and in so doing will not offer Trading Stock for sale at less than its normal price.
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Clause 34.2(2)
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If the trading figures for the Business Trial period are less than the Estimated Trading Level by more than the Permitted Variation (see Item 31.3), the Buyer may by notice served within 2 Business Days after the expiration of the Business Trial period, terminate the Contract in which case the provisions of Clause 4.5 (b) shall apply. Should the Buyer not notify the Seller in accordance with this Clause the Buyer will be deemed to have accepted the actual trading figures.
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Clause 35
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Except Subject as otherwise provided herein each party will be liable for payment of its own costs and outlays in respect of the preparation, and execution and carrying into effect of this Contract provided however, the Buyer will be liable for payment of stamp duty and registration fees on this Contract or other documents created in respect of or pursuant to this Contract.
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