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Asset Sale Contract

GM Holden Ltd

ME_124706805_1 (W2007)
Contract Particulars
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Subject Details

1. Buyer

Buyer name:
[Note: include full company name]

Buyer ABN or ACN:

Buyer street address or registered


address:

2. Buyer's Representative

Name:

Phone number:

Email address:

3. Seller's Representative

Name:

Phone number:

Email address:

4. Asset [The asset described below.] OR [The asset described in Schedule 1.]
[Note: Delete one of the above options]

5. Site [insert]

6. Deposit A$ [insert] / [Nil]


[Note: Default to 10% of Purchase Price unless otherwise agreed]

7. Purchase Price A$ [insert]

8. Asset in use at the date of this Yes / No


Contract?
[Note: If Yes, the Completion Date must be on or later than the date that
the Asset is no longer required for use by the Seller]

9. Completion Date [insert]

10. Payment Instructions [insert]


[Note: Insert instructions to the Buyer for the payment of the Deposit and
Purchase Price such as whether payment is to be made in a lump sum or
instalments and the bank account details for the payment by the Buyer of the
Purchase Price]

11. Removal Plan Required? Yes / No


[Note: Delete one of the above options. Select 'Yes' if a Removal Plan is
required to be agreed in relation to the collection and removal of the Asset
under clause 9 of the Terms and Conditions]

The Seller and the Buyer agree to be bound by the terms and conditions of this Contract, which includes the Contract Particulars,
the attached Terms and Conditions and any schedules, attachments, appendices and annexure.
Executed on behalf of the Seller by Executed on behalf of the Buyer by

GM Holden Ltd - Asset Sale Contract Standard (September 2015) | page 2


Signature of authorised person Signature of authorised person

Name.. Name..

Position................................................... Position...................................................

Date................................................... Date...................................................

GM Holden Ltd - Asset Sale Contract Standard (September 2015) | page 3


Terms and Conditions (c) a mortgagee or chargee has taken, attempted or
indicated an intention to exercise its rights under
1. Defined terms and interpretation any security of which the Buyer is the mortgagor
1.1 Defined terms or chargor;
Unless the context otherwise requires, the terms used (d) the Buyer is insolvent within the meaning of
in this Contract have the meanings set out in the section 95A of the Corporations Act;
Contract Particulars or below: (e) the Buyer has stopped paying its debts as and
Asset means the plant, equipment, item or material when they fall due;
described in the Contract Particulars or Schedule 1 (as (f) the Buyer has been served with a demand under
applicable). section 459E of the Corporations Act which it is
Asset Documents means the Asset Condition Report, taken under section 459F of the Corporations
Asset Hazard Report (if any) and any other document Act to have failed to comply with;
nominated by the Seller from time to time as an Asset (g) the Buyer is subject to voluntary administration
Document, as included in Schedule 2. under Part 5.3A of the Corporations Act; or
Asset Records means certificates of title and (h) anything that is analogous to the events in
materials relating to the Asset including all operation, paragraphs (a) to (g) above (inclusive) in the
maintenance and other records and manuals relating jurisdiction of incorporation of the Buyer has
to the Asset in the Seller's possession (if any). occurred or is subsisting,
Asset Status Report means the detailed assessment or, if the Buyer is an individual:
of the condition of the Asset, as included in Schedule 4 (i) a trustee or similar officer is appointed in respect
(if any). of the Buyer or any of the Buyers assets;
Associated Party means a Related Body Corporate (j) an order is made for the bankruptcy of the Buyer
of the Seller or any other person or entity on whose or his or her estate and no event has occurred
behalf the Seller enters into this Contract. that would give a court the right to make such an
Australian Consumer Law means the provisions set order;
out in Schedule 2 of the Competition and Consumer (k) a moratorium of any debts of the Buyer, a
Act 2010 (Cth). personal insolvency agreement or any other
Business Day means a calendar day ending at assignment, composition or arrangement with
5.00pm (GMT + 10:00), other than a Saturday, Sunday the Buyers creditors or any similar proceeding
or public holiday in Melbourne, Victoria or Adelaide, or arrangement by which the assets of the Buyer
South Australia. are subjected conditionally or unconditionally to
Claim means any existing or future allegations, debts, the control of the Buyers creditors or a trustee
actions, liabilities, suits, causes of action, proceedings, has been ordered or applied for;
claims and demands of any nature including by third (l) the Buyer has declared or is taken under any
parties whether based in contract, equity, tort applicable law to be insolvent or unable to pay
(including negligence), statute or otherwise and his or her debts or the Buyer has admitted in
whether in Australia or elsewhere. writing that he or she is insolvent or unable to
Completion means completion of the sale and pay his or her debts;
purchase of the Asset contemplated in the Contract. (m) a writ of execution, garnishee order, mareva
Completion Date means the date specified in the injunction or similar order, attachment, distress
Contract Particulars. or other process has been made or issued
Confidential Information means: against or in relation to any asset of the Buyer;
(a) all information relating to the Asset, this Contract or an event under any law which is analogous to, or
or the business or operations of the Seller or any which has a substantially similar effect to, any of the
of the Seller's Associated Parties; and events referred to in paragraphs (a) to (m) (inclusive)
(b) all information provided by the Seller or any of has occurred or is subsisting in relation to the Buyer.
the Seller's Associated Parties or any of their Government Agency means any Federal, State or
respective Personnel to the Buyer or otherwise Local Government, or any ministry, department, court,
obtained by the Buyer in connection with this tribunal, competition authority, commission, board,
Contract, agency, institution or similar entity of such
except information that is public knowledge (otherwise government.
than as a result of a breach of confidentiality by the Intellectual Property means all intellectual property
Buyer or any of its permitted disclosees). rights subsisting anywhere in the world, including
Contract means this contract, including these Terms copyright, designs, trade and service marks (including
and Conditions, the Contract Particulars and any goodwill in those marks), domain names and trade
schedules, attachments, appendices or annexures to names and any right to have confidential information
this contract and, unless otherwise agreed in writing by kept confidential, whether or not such rights are
the parties, this contract does not include any registered or capable of being registered.
discussions, documents or correspondence of any Losses means any liabilities, losses, damages, costs
kind exchanged between the parties. and expenses (including legal costs and expenses)
Contract Particulars means the table headed as such whether present, unascertained, actual or contingent
in the preliminary pages of this Contract. or prospective.
Corporations Act means the Corporations Act 2001 Payment Instructions means the Sellers instructions
(Cth). specified in the Contract Particulars for the payment by
date of this Contract means the date this Contract is the Buyer of the Deposit (if any) and Purchase Price.
signed by the last party. Personnel means employees, officers,
Deposit means the amount specified in the Contract representatives, agents, contractors and sub-
Particulars (if any). contractors.
Indemnified Party means the Seller, each Associated PPSA means the Personal Property Securities Act
Party and each of their respective Personnel. 2009 (Cth).
Insolvent means, if the Buyer is a company: PPSR means the register established under section
(a) a meeting has been convened, resolution 147 of the PPSA.
proposed, petition presented or order made for Purchase Price means the amount specified in the
the winding up of the Buyer; Contract Particulars.
(b) a receiver, receiver and manager, provisional Related Body Corporate has the meaning given in
liquidator, liquidator or other officer of the Court the Corporations Act.
has been appointed in relation to all or any Removal Plan means the plan, substantially in
material asset of the Buyer; accordance with the Sellers Procedures, for the
collection and removal of the Asset from the Site by

GM Holden Ltd - Asset Sale Contract Standard (September 2015) | page 4


the Buyer or the Buyers contractor, as included in 4. Completion
Schedule 3 (if any). (a) Completion will take place on the Completion
Security Interest includes a security interest as Date at the Site or at any other time or place
defined in the PPSA and any regulation made at any agreed in writing between the parties.
time under the PPSA including the Personal Property (b) At Completion, the Seller must make available
Securities Regulations 2010 (Cth). for collection by the Buyer the Asset and any
Seller means GM Holden Ltd ABN 84 006 893 232 of Asset Records.
191 Salmon Street, Port Melbourne, Victoria, Australia (c) At Completion, the Buyer must:
3207. (i) pay or have paid the Purchase Price (less
Sellers Procedures means the document entitled any Deposit paid under clause 3(a)); and
'Requirements For Assets Removal For Contractors (ii) have complied with clause 9 to:
and Buyers' (Dated: September 2015) as amended or (A) if no Removal Plan is required,
replaced from time to time, the document entitled 'Site collect and remove the Asset and
Contractors Reference Booklet' (Form Number Asset Records from the Site on the
HS083/6; Latest Issue Date: May 2014) as amended Completion Date; or
or replaced from time to time, and any other document (B) if a Removal Plan is required,
nominated by the Seller from time to time as a Sellers agreed with the Seller a Removal
Procedure and provided to the Buyer, as included in Plan to collect and remove the Asset
Schedule 2. and Asset Records from the Site on
Site means the location of the Asset as specified in or by a future date.
the Contract Particulars. (d) The obligations under this clause 4 are
1.2 Interpretation interdependent and will be taken to have
In this Contract, unless the contrary intention appears: occurred simultaneously on the Completion
(a) headings are for ease of reference only and do Date.
not affect the meaning of this Contract; 5. Termination
(b) the singular includes the plural and vice versa; 5.1 Termination events
(c) words importing a gender include other genders; (a) If the Buyer fails to perform its obligations under
(d) the words 'include' and 'including' are to be clauses 3(a), 3(b) or 4(c) by the Completion
construed without limitation; Date, the Seller may immediately terminate this
(e) other grammatical forms of defined words or Contract by giving written notice to the Buyer.
expressions have corresponding meanings; (b) If the Buyer breaches a provision of this Contract
(f) a reference to: (other than clauses 3(a), 3(b) or 4(c)) in a
(i) a clause, schedule, attachment or material respect, the Seller may notify the Buyer
appendix is a reference to a clause, to remedy the breach within 5 Business Days
schedule, attachment or appendix to this after receipt of the notice. If the Buyer fails to
Contract and a reference to this Contract remedy the breach within that period, the Seller
includes any schedules, attachments and may immediately terminate this Contract by
appendices; giving written notice to the Buyer.
(ii) a document or agreement includes a (c) If the Asset is lost, damaged or destroyed
reference to that document or agreement between the date of this Contract and
as novated, varied or replaced from time Completion by any cause other than due to any
to time; acts or omissions of Buyer or its Personnel, the
(iii) 'A$', '$A', 'AUD', 'dollar' or '$' is a Seller may immediately terminate this Contract
reference to Australian currency; by giving written notice to the Buyer.
(iv) a person includes any individual, firm, 5.2 Effect of termination
body corporate, partnership, (a) If the Seller terminates this Contract in
unincorporated association, government, accordance with clause 5.1(a), 5.1(b), 9(c), 9(h)
authority or agency of a state, joint venture or 10.3, then without limiting any of the Seller's
or Government Agency; rights at law (including the right to recover the
(v) a party includes its executors, Purchase Price from the Buyer as a debt due):
administrators, successors and permitted (i) any Deposit or Purchase Price paid by the
assigns; and Buyer is forfeited and may be retained by
(vi) a day means a period of 24 consecutive the Seller;
hours from midnight; (ii) the Buyer has no further rights to, claim to,
(g) if the Buyer is more than one person, this or interest in the Asset and Asset Records;
Contract binds all of them separately and each and
of them together; and (iii) the Seller will be entitled to treat the Asset
(h) if the due date for anything to be done under this and Asset Records as abandoned and re-
Contract falls on a day that is not a Business sell, destroy or otherwise deal with the
Day, then it must be done on the next Business Asset and Asset Records at its absolute
Day. discretion.
2. Sale and Purchase (b) If the Seller terminates the Contract in
The Seller agrees to sell the Asset, and the Buyer accordance with clause 5.1(c):
agrees to purchase the Asset, for the Purchase Price (i) any Deposit or Purchase Price paid by the
on the terms and conditions of this Contract. Buyer will be returned to the Buyer;
3. Payment (ii) the Seller will have no other liability to the
(a) The Buyer must pay the Deposit specified in the Buyer with respect to the Asset and Asset
Contract Particulars (if any) within 3 Business Records; and
Days of the date of this Contract or any later (iii) the Buyer will have no further rights to,
date agreed in writing between the parties. claim to, or interest in the Asset and Asset
(b) The Buyer must pay the Purchase Price (less Records.
any Deposit paid under clause 3(a)) on or before 6. Title, risk and insurance
the Completion Date. (a) Subject to clause 6(b):
(c) The Deposit (if any) and the Purchase Price (i) title to the Asset passes to the Buyer at
must be paid by bank cheque or electronic bank Completion; and
transfer in accordance with the Payment (ii) risk of loss or damage to the Asset passes
Instructions specified in the Contract Particulars. to the Buyer on the date of this Contract,
and the Buyer is responsible for insuring

GM Holden Ltd - Asset Sale Contract Standard (September 2015) | page 5


the Asset on and from the date of this (a) losses suffered by a person that cannot
Contract. reasonably be considered to arise from a breach
(b) If the Asset is in use by the Seller at the date of of this Contract by the Seller;
this Contract and the Contract Particulars (b) actual or anticipated loss of profits, revenue,
specify that this is the case: goodwill, savings, data, business opportunity or
(i) title to and risk in the Asset passes to the expectation; and
Buyer on the Completion Date; (c) indirect, special, consequential, punitive or
(ii) the Seller may continue to use and is exemplary Losses.
responsible for insuring the Asset up until 7.4 Aggregate limit of liability
the Completion Date; Subject to clause 7.1, the aggregate limit of the
(iii) the Buyer is responsible for insuring the Seller's liability for any other Losses arising under or in
Asset on and after the Completion Date; connection with this Contract is limited to an amount
(iv) the Buyer and Seller must complete an equal to the Purchase Price.
Asset Status Report within 3 Business 7.5 Buyer to give notice of Claim
Days of the date of this Contract and; If any facts arise to the knowledge of the Buyer which
(A) once agreed, the Asset Status might give rise to a Claim under this Contract:
Report must be signed by the parties (a) the Buyer must immediately give written notice
and attached as Schedule 4; or of the Claim to the Seller setting out
(B) if not completed, clause 6(b)(v) will reasonable particulars of the Claim; and
not apply; (b) at the expense and direction of the Buyer, the
(v) using the Asset Status Report, the Seller Buyer must take such action (including legal
will make good any material damage proceedings) as the Seller may reasonably
(excluding fair wear and tear) that occurs require to avoid, dispute, defend, appeal or
to the Asset between the date of this compromise that Claim.
Contract and the Completion Date; and 7.6 Limitation on claims
(vi) the Buyer acknowledges that the Asset will Subject to clause 7.1, the Buyer may not make a
not be in operation on and from the Claim under or in connection with this Contract unless
Completion Date and the Seller may not full details of the Claim are given to the Seller within
be able to demonstrate the operation of three months after the Completion Date.
the Asset shortly prior to, on and from the 7.7 Payment for breach
Completion Date. A payment made for a breach of any warranty under
(c) The parties agree that from Completion: clause 10.1 that:
(i) the Seller will have no liability to the Buyer (a) relates to any one or more parts of the Asset,
whatsoever in respect of the Asset or the is to be treated as a reduction in the amount of
Asset Records (or any part thereof); and the Purchase Price attributed to each relevant
(ii) the Buyer absolutely and irrevocably part of the Asset; or
releases the Seller and its Associated (b) does not relate to a specific part of the Asset,
Parties and each of their respective is to be treated as a reduction in the Purchase
Personnel from all or any Claims, liabilities Price for all of the Asset on a pro rata basis.
or obligations in respect of the Asset and 8. Asset Condition
the Asset Records (or any part thereof). (a) On the date of this Contract or any other time
7. Seller's liability prior to the Completion Date, if required by law
7.1 Australian Consumer Law or at the Seller's discretion, the Seller may
(a) Under the Australian Consumer Law (and other provide any or all of the Asset Documents to
similar legislation of Australian States and the Buyer.
territories), certain statutory guarantees are (b) The Buyer acknowledges and agrees that:
conferred in relation to the supply of goods or (i) it has had the opportunity to inspect the
services to a consumer (as defined in the Asset and relied on its own enquiries
Australian Consumer Law) and cannot be with respect to the Asset;
excluded restricted or modified by a contract (ii) the Asset is being sold on an 'as is
(Consumer Guarantees). where is' basis and subject to all faults
(b) To the extent permitted by law, the Seller limits and defects whether or not they are
its liability under this Contract for a failure to apparent;
comply with any Consumer Guarantees to, at (iii) the Seller is not liable, whether in
the Seller's option: contract, tort (including negligence),
(i) the payment of the cost of replacing the under statute or otherwise, for any
Asset or its equivalent; or defect or other deficiency in the Asset;
(ii) replacing or repairing the Asset, but only (iv) neither the Seller nor any of its
to the same or equivalent condition, Associated Parties nor any of their
and the parties agree that it is fair and respective Personnel has made, and the
reasonable in all the circumstances for the Buyer has not relied on, any statement,
Seller's liability to be limited. representation, guarantee, warranty or
7.2 Exclusion of liability condition in relation to the Asset or this
Except where expressly stated in the terms of this Contract other than the warranties in
Contract, and except to the extent prohibited by law, clause 10.1;
the Seller gives no representations, guarantees, (v) it purchases the Asset subject to the
warranties, and agrees to no conditions, rights, limitations, hazards, conditions,
remedies, liability or other terms, express or implied, in requirements and defects (if any)
relation to any goods or services supplied under this identified in the Asset Documents and
Contract. Asset Status Report (if any);
7.3 Indirect loss excluded (vi) if the Asset is identified in the Asset
Subject to clause 7.1, the Seller has no liability to the Documents as being sold for 'spare
Buyer for any of the following that may arise out of or parts' or as 'scrap' it must not be re-
in connection with this Contract or the sale and used, permitted to be re-used or on-sold
purchase, dismantling, collection, removal, transport, for re-use;
commissioning, use or operation of the Asset (or any (vii) the Asset Documents must not be relied
part thereof) by any person, whether arising under upon by the Buyer as a warranty or
breach of contract, in equity, breach of warranty, tort representation as to the condition of the
(including negligence), under statute or otherwise:

GM Holden Ltd - Asset Sale Contract Standard (September 2015) | page 6


Asset, the appropriate uses of the Asset (ii) any other policies, procedures and
or that the Asset is safe; directions notified by the Seller to the
(viii) the Buyer is responsible for ensuring Buyer, including those relating to health,
that the Asset is not dismantled, safety, export controls, environment and
removed, transported or used until any accessing the Site; and
hazards or defects that need to be (iii) all laws, regulations and applicable
managed or rectified in order for the Australian standards relating to the sale
Asset to be safely dismantled, removed, and purchase, collection,
transported or used have been decommissioning, removal, transport,
appropriately managed or rectified; use and operation of the Asset, including
(ix) the Buyer is responsible for ensuring those relating to health, safety, export
that the Asset is dismantled, removed, controls and environment.
transported and used in accordance with (g) The Seller will permit the Buyer to have
all applicable laws including those in reasonable access to the Site during specified
relation to workplace health, safety and periods notified by the Seller to the Buyer, to
the environment; and permit the Buyer to perform its obligations under
(x) the Seller does not warrant that the this clause 9.
Asset complies with the requirements of (h) If the Buyer has not collected and removed, or
any Australian federal, State, territory or arranged with the Seller's agreement for the
local laws or those of any other collection and removal of the Asset and any
jurisdiction; and Asset Records from the Site in accordance with
(xi) the Asset may contain dangerous or the provisions of this clause 9 by the Completion
hazardous materials or substances. Date or such later date set out in the Removal
9. Removal and collection of Asset Plan (if applicable) then the Seller will be entitled
(a) If the Contract Particulars specify that a to immediately terminate this Contract by written
Removal Plan is not required: notice to the Buyer.
(i) the Buyer must collect and remove the 10. Warranties
Asset and any Asset Records from the 10.1 Seller warranties
Site on the Completion Date; and At the date of this Contract and on the Completion
(ii) clauses 9(d), 9(f)(i), 9(f)(ii), 9(f)(iii), 9(g) Date, the Seller represents and warrants to the Buyer
and 9(h) will apply. that:
(b) If the Contract Particulars specify that a (a) the Seller is validly incorporated;
Removal Plan is required: (b) the Seller has full authority to enter into and
(i) on the date of this Contract or as soon perform this Contract; and
as reasonably practicable after the date (c) the Seller's obligations under this Contract are
of this Contract but no later than the valid and binding and enforceable against it.
earlier of 2 Business Days before the 10.2 Buyer warranties
Completion Date or one month after the At the date of this Contract and on the Completion
date of this Contract, the Buyer must Date, the Buyer represents and warrants to the Seller
prepare a Removal Plant for the Asset that:
and request written approval from the (a) where the Buyer is a company, the Buyer is
Seller's Representative in relation to the validly incorporated;
Buyers Removal Plan; (b) the Buyer has full authority to enter into and
(ii) once agreed, the Removal Plan must be perform this Contract;
signed by the parties and attached as (c) the Buyer's obligations under this Contract are
Schedule 3, whether that plan is agreed valid and binding and enforceable against it;
on or after the date of this Contract; (d) the execution, delivery and performance by the
(iii) the Buyer must collect and remove the Buyer of this Contract will not:
Asset and any Asset Records from the (i) result in a breach of, or constitute a default
Site in accordance with the agreed under, any agreement or arrangement to
Removal Plan and this clause 9 by the which it is party or by which it is bound; or
Completion Date or such later date set (ii) result in a breach of any law or order,
out in the Removal Plan; and judgment or decree of any court,
(iv) clauses 9(d), 9(e), 9(f), 9(g) and 9(h) will governmental agency or regulatory body
apply. to which it is a party or by which it is
(c) If the parties are unable to agree on a Removal bound; and
Plan before the Completion Date: (e) it is not Insolvent.
(i) completion will be delayed until at least 10.3 Buyer export compliance
2 Business Days after a Removal Plan is At the date of this Contract and on the Completion
agreed; and Date, the Buyer:
(ii) if the parties do not agree on a Removal (a) represents and warrants to the Seller that it will
Plan within 2 months from the date of comply with and require that any future owners
this Contract, the Seller may terminate of all or part of the Asset comply with all
this Contract by written notice to the applicable export control and sanctions laws in
Buyer. relation to the sale and purchase, transport, use
(d) Unless otherwise agreed in writing between the and any intended further sale or supply of the
parties, the Buyer is responsible for and must Asset, including all applicable export control and
bear the cost of the collection and removal of the sanctions laws of Australia (and the USA for any
Asset from the Site (including disconnecting item obtained from General Motors Company);
(other than from utility services), dismantling, and
packaging, preparing for collection and loading (b) agrees to comply with all information requests
the Asset) and any damage or loss to the Asset, made by the Seller in relation to any further or
the Site or the Seller's property incurred as a final use or destination of the Asset including the
result of the collection and removal process. further or final destination country of the Asset,
(e) The Buyer acknowledges receipt of the Seller's any on-sale or on-supply arrangements and
Procedures. details of the ownership and associations of the
(f) The Buyer must comply with and ensure its further or final owner or user of the Asset; and
Personnel comply with: (c) agrees that the Seller may immediately
(i) the Seller's Procedures; terminate this Contract by written notice to the

GM Holden Ltd - Asset Sale Contract Standard (September 2015) | page 7


Buyer without compensation to the Buyer if the (i) use, including authorising others to use, in
Seller reasonably believes that: connection with the manufacture, sale, or
(i) this Contract or the acts or omissions of service of any products resulting from or
the Buyer may contravene applicable created with the Asset; or
laws, or result in an indirect export that (ii) alter, deface, make additions to, remove,
may cause the Seller, General Motors erase or obliterate, wholly or partly,
Company or their Associated Parties to any trade name or trademark of the Seller or its
contravene applicable laws; or Related Bodies Corporate affixed to or
(ii) the Buyer has supplied incorrect or false appearing on the Asset, Asset Records, Asset
information requested under this clause Documents or Sellers Procedures.
10.3. (c) Unless otherwise agreed in writing between the
11. Indemnity parties, the Buyer must, and must procure that
11.1 Indemnity any future owners of the Asset, conspicuously
The Buyer indemnifies each Indemnified Party from mark and identify any products produced by it
and against any Losses that may be suffered or utilising the Asset as being the products of Buyer
incurred by any Indemnified Party in connection with, and must not publicise or otherwise disclose that
arising out of or in any way relating to this Contract any such Asset was formerly owned by the
including in relation to: Seller or any Associated Party.
(a) a breach of this Contract by the Buyer; 13. GST
(b) the sale and purchase, collection, packing, (a) In this clause 13, words or expressions have the
transport, removal, use or operation of the Asset same meaning as defined in the A New Tax
or Asset Records by the Buyer or its Related System (Goods and Services Tax) Act 1999
Bodies Corporate or any of their respective (Cth) unless the context makes it clear that a
Personnel; different meaning is intended.
(c) unless otherwise expressly approved by the (b) All amounts used in this Contract, including
Seller in an agreed Removal Plan, any damage amounts and variables in formulas, are exclusive
to or contamination of the Site or the Sellers of GST, unless it is clearly stated that they are
property caused by or contributed to by the intended to be GST inclusive.
Buyer, its Related Bodies Corporate or any of (c) If a party makes a supply under or in connection
their respective Personnel when accessing the with this Contract in respect of which GST is
Site or collecting or removing the Asset or Asset payable, the consideration for the supply but for
Records from the Site; and the application of this clause 13 is increased by
(d) death of or personal injury to Personnel of the an amount equal to the GST exclusive
Seller or the Buyer or any of their respective consideration multiplied by the rate of GST
Related Bodies Corporate arising out of any act prevailing at the time the supply is made.
or omission by the Buyer, its Related Bodies (d) If a party must reimburse or indemnify another
Corporate or any of their Personnel under or in party for a loss, cost or expense, the amount to
connection with this Contract. be reimbursed or indemnified is first reduced by
11.2 Indemnity held on trust any input tax credit to which the other party is
The benefit of the indemnity given by the Buyer under entitled for the loss, cost or expense and then
clause 11.1 in favour of an Indemnified Party who is increased in accordance with clause 13(c). That
not a party to this Contract is held on trust by the party is assumed to be entitled to a full input tax
Seller for each of those persons or entities. credit unless it proves, before the date on which
12. Intellectual Property the payment must be paid, that its entitlement is
12.1 Intellectual property relating to the Asset otherwise.
The Buyer acknowledges that: (e) Notwithstanding any other provision of this
(a) unless this Contract expressly states otherwise, Contract, the recipient of a taxable supply made
nothing in this Contract grants the Buyer any under or in connection with this Contract need
rights to any Intellectual Property, input data, not make a payment until the supplier has given
embedded software, software codes, or the recipient a valid tax invoice for the supply to
technical information (including reproducible which the payment relates. The supplier must
product engineering drawings, material give the recipient an adjustment note for an
specifications or process specifications) that adjustment arising from an adjustment event
may be contained within the Asset, Asset relating to a taxable supply made under or in
Records, Asset Documents or Sellers connection with this Contract within seven days
Procedures and the Buyer expressly after the date the supplier becomes aware of the
acknowledges and agrees that it has no licence adjustment event.
or other right to use, disassemble, reverse (f) If a party is a member of a GST group,
engineer, transfer, sell or otherwise deal with references to GST which the party must pay,
any such Intellectual Property at any time; and to input tax credits to which the party is
(b) the Seller gives no warranties as to the status or entitled, include GST which the representative
ownership of any Intellectual Property; member of the GST group must pay and input
(c) the Asset and the Asset Records are acquired tax credits to which the representative member
subject to any subsisting Intellectual Property or is entitled.
other restrictions held by third parties which may (g) If a payment under an indemnity gives rise to a
prevent the Buyer from utilising the Asset or the liability to pay GST, the payer must pay and
Asset Records in part or full; and indemnify the payee against the amount of that
(d) the Buyer indemnifies the Seller for any Claim by GST.
a third party that the Buyer's use of the Asset or 14. Confidential information
the Asset Records infringes the third party's (a) The Buyer:
Intellectual Property. (i) may use Confidential Information only for
12.2 Sellers intellectual property the purposes of this Contract; and
(a) The Buyer acknowledges that nothing in this (ii) must keep all Confidential Information
Contract grants the Buyer any rights in or to any confidential except for disclosures
trade names or trademarks of the Seller or any permitted under clause 14(b) and to the
of its Associated Parties. extent (if any) the Buyer is required by law
(b) Unless agreed in writing between the parties, the to disclose particular Confidential
Buyer must not: Information.

GM Holden Ltd - Asset Sale Contract Standard (September 2015) | page 8


(b) The Buyer may disclose Confidential Information (h) Each party must do, at its own expense,
to Personnel of the Buyer who: everything reasonably necessary (including
(i) have a need to know for the purposes of executing documents) to give full effect to this
this Contract (and only to the extent that Contract and any transactions contemplated by
each has a need to know); and it.
(ii) before disclosure, have been directed by (i) If any provision contained in this Contract is
the Buyer to keep all Confidential void, illegal or unenforceable, that provision is
Information confidential. severable from the Contract and the remainder
(c) If the Buyer is required by law to disclose any of the Contract has full force and effect.
Confidential Information to a third person (j) A provision of this Contract must not be
(including any Government Agency) the Buyer interpreted to adversely affect a party solely on
must, before doing so: the basis that that party was responsible for
(i) notify the Seller; and preparing it.
(ii) give the Seller a reasonable opportunity to (k) A waiver of any provision of or right under this
take any steps that the Seller considers Contract must be in writing signed by the party
necessary to protect the confidentiality of entitled to the benefit of that provision or right
that information; and and is effective only to the extent set out in the
(iii) notify the third person that the information written waiver.
is confidential information of the Seller. (l) If any consent or approval of the Seller is
15. Notices required under or in relation to this Contract, the
A notice, request, consent, approval, direction or other Seller may give its consent or approval
communication (Notice) under or for the purposes of conditionally or unconditionally or withhold the
this Contract must be in writing, in English and consent or approval at its absolute discretion
addressed to the Seller's Representative or the (unless this Contract expressly provides
Buyer's Representative whose details are set out in otherwise).
the Contract Particulars. A Notice will be deemed to (m) This Contract is governed by and must be
have been received: construed and enforced in accordance with the
(a) if posted, on the 3rd Business Day (or the 14th laws of Victoria, Australia and the parties
Business Day if posted to or from a place unconditionally submit to the non-exclusive
outside Australia) after posting; jurisdiction of the courts of that place (and the
(b) if delivered personally, upon delivery; or courts of appeal from them).
(c) if sent by facsimile or email: (n) If there is any inconsistency between the terms
(i) on a Business Day, on dispatch of the and conditions of this Contract, the Removal
transmission; or Plan, the Asset Documents or the Seller's
(ii) on a day other than a Business Day, on Procedures, the terms of this Contract prevail to
the next Business Day, the extent of the inconsistency.
unless the sender's facsimile machine or server (o) The Seller and the Buyer agree that this
indicates a malfunction or error in transmission or Contract is not intended to and does not create a
the recipient immediately notifies the sender of an Security Interest in favour of the Buyer.
incomplete transmission. (p) Prior to Completion, to the extent that the Buyer
16. Capacity and authority of Seller is deemed to hold a Security Interest, the Buyer
(a) The Seller enters into this Contract either: agrees that it will not register any such Security
(i) on its own behalf as the owner of the Interest, or any financing statement in relation to
Asset; or it, or take any steps to do so.
(ii) on behalf of and with the authority of an (q) All rights and obligations of the parties under this
Associated Party who is the owner of the agreement which by their nature are intended to
Asset. continue after Completion or survive any
(b) If the Seller enters into this Contract on behalf of termination of this agreement, continue after
an Associated Party, the Seller confirms that it Completion and survive any such termination,
has the authority to bind the Associated Party to including the rights and obligations of the parties
the terms and conditions of this Contract. under clause 11 (Indemnity), clause 12
17. General (Intellectual Property) and clause 14
(a) The Buyer must pay any stamp duty, duties or (Confidential Information).
other taxes of a similar nature (including fines,
penalties and interest) on this Contract and on
any instrument or other document executed to
give effect to any provisions of this Contract and
on any transaction contemplated by this
Contract.
(b) Each party must bear its own costs in relation to
the preparation and execution of this Contract.
(c) This Contract may be amended only in writing
signed by each party.
(d) The Buyer must not assign this Contract or a
right under this Contract without the prior written
consent of the Seller.
(e) This Contract may be executed in counterparts.
All executed counterparts constitute one
document.
(f) The rights and obligations of the parties under
this Contract do not merge on completion of any
transaction contemplated by this Contract.
(g) This Contract contains the entire Contract
between the parties and supersedes all prior
arrangements, letters of intent, memorandums of
understanding, purchase orders, representations
and documents (if any) relating to the Asset or
this Contract.

GM Holden Ltd - Asset Sale Contract Standard (September 2015) | page 9


Schedule 1 Detailed description of Asset

[Note: Use this schedule to provide a detailed description of the Asset if there is insufficient space in the Contract
Particulars section of this Contract]

GM Holden Ltd - Asset Sale Contract Standard (September 2015) | page 10


Schedule 2 Asset Documents and Sellers Procedures

Note: If applicable, attach:


'Asset Condition Report';
'Asset 'Hazard Report'
'Requirements For Assets Removal For Contractors and Buyers' (Dated: September 2015) as amended or replaced from
time to time; and
'Site Contractors Reference Booklet' (Form Number HS083/6; Latest Issue Date: May 2014) as amended or replaced from
time to time

GM Holden Ltd - Asset Sale Contract Standard (September 2015) | page 11


Schedule 3 Removal Plan

[Note: Insert agreed details for the removal and collection of the Asset from the Site]

This Removal Plan is agreed by and executed by each of the Seller and the Buyer:

Executed on behalf of the Seller by Executed on behalf of the Buyer by

Signature of authorised person Signature of authorised person

Name.. Name..

Position................................................... Position...................................................

Date................................................... Date...................................................

GM Holden Ltd - Asset Sale Contract Standard (September 2015) | page 12


Schedule 4 Asset Status Report

[Note: Insert agreed details regarding the condition of the Asset on or shortly after the date of this Contract for
comparison on the Completion Date]

This Asset Status Report is agreed by and executed by each of the Seller and the Buyer:

Executed on behalf of the Seller by Executed on behalf of the Buyer by

Signature of authorised person Signature of authorised person

Name.. Name..

Position................................................... Position...................................................

Date................................................... Date...................................................

GM Holden Ltd - Asset Sale Contract Standard (September 2015) | page 13