2017-11-13 General Committee Agenda

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10     RELEASE AND INDEMNITY

        The Applicant and Mortgagee 1 and Mortgagee 2 agree that the consideration provided by
        the Council pursuant to this Deed is in full satisfaction of any entitlement to compensation to
        them or any of them under the Acquisition of Land Act 1967 or Local Government Act 2009
        with respect to the taking by the Council of the Acquired Land and wholly release and
        indemnify the Council in respect of any such claim to compensation and furthermore agree
        that this Deed may be pleaded as an absolute bar to any such claim.
 11     GOODS AND SERVICES TAX

 11.1   Interpretation
        In this clause:
        (a)       "GST" means the goods and services tax under the GST Act.
        (b)      "GST Act" means A New Tax System (Goods and Services Tax) Act and includes other
                 GST related legislation.
 11.2   Consideration GST inclusive

        All amounts or other sums payable or consideration to be provided under this Deed are
        inclusive of GST and the recipient of the supply is not required to pay any additional amount
        to the supplier.
12      NOVATION OF DEED UPON SALE

12.1    Sale of the Subject Site
        The Applicant must not sell or transfer the Subject Site prior to the performance and fulfilment
        of its obligations under this Deed or any of them except subject to the condition that the
        purchaser (in this clause called “the Purchaser”) shall enter into a deed of novation of this
        Deed or a replacement deed with the Council, whereby the Purchaser becomes contractually
        bound to the Council to perform and comply with the conditions of this Deed, or such of them
        as remain unperformed or unfulfilled by the Applicant at the time of such sale.
12.2    Applicant to remain liable
        In the event that the Applicant sells or transfers the Subject Site otherwise than in compliance
       with Clause 12.1 the Applicant must perform and fulfil the conditions of this Deed at such time
       or times as the Council stipulates, even if the time or times otherwise appointed for such
        performance and fulfilment have not then arrived.
12.3    Release from Liability
       In the event that the Purchaser enters into a deed of novation or such further deed or
       agreement which contractually obliges the Purchaser to the Council to perform the conditions
       of this Agreement, the Applicant shall be forever released from any further liability pursuant
       to this Agreement or any further liability pursuant to this Deed or otherwise arising from its

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