I.—3a

178

(6.) The several dates upon which the said purchasers of the several properties mentioned in the several Schedules hereto shall be completed shall be as follows : — (a.) As to the property mentioned in the Second Schedule the time for final completion shall be the second day of April, one thousand nine hundred and eleven. (b.) As to the property mentioned in the Third Schedule the time for final completion shall be the second day of April, one thousand nine hundred and eleven. (c.) As to the property mentioned in the Schedule No. 1 hereof, the time allowed for the completion shall be the first day of May, one thousand nine hundred and eleven. (d.) Time shall in all matters included in the paragraph No. 6 be of the essence of the contract. (7.) The purchasers jointly and severally covenant and agree with the first und second vendors as a separate covenant with each of them that they the purchasers shall and will within the periods hereinafter specified for the completion of the said several purchasers hereby witnessed do their utmost to float a company to be duly registered for the purpose of taking over this agreement and carrying out the obligations of the purchasers thereunder. The provisions following shall apply to the constitution of such company, that is to say :— (a.) The name of the company shall be " The Mokau Coal and Estates Company (Limited)." (b.) The company may be either a public or a private one, but it shall be registered under the provisions of the Companies Act as a company the liability of whose members is limited by shares. (o.) For the purpose of entitling the company to purchase all the properties and undertakings included in all the Schedules hereto, including the freehold of the land mentioned in the First Schedule, the nominal capital value of such company, inclusive of the shares to be allotted to the vendors on account of the several purchase-moneys as aforesaid, shall not be less than one hundred thousand pounds, but such amount may be reduced to eighty-seven thousand pounds in the event of the alternative purchase of the leasehold interests of and in the property described in the First Schedule being completed instead of the purchase of the freehold interests in the said property, and such alternative amounts of one hundred thousand pounds or eighty-seven thousand pounds, as the case may be, shall, respectively, be fully subscribed before the vendors or cither of them shall be called upon to accept the shares aforesaid or transfer their several properties to the company, except as hereafter is specially provided under subparagraph (</) hereof. (rl.) For the purpose of entitling the company to complete the purchase of the property mentioned and described in the Second Schedule separately, the nominal capital of the said company must be actually subscribed up to at least £35,000 ; thereafter to entitle the completion of the purohase of the properties mentioned in the First and Third Schedules or either of them the actual subscription to the nominal capital of the said company shall be increased as follows, that is to say : in respect of the freehold of the property mentioned in the said First Schedule, by £57,500, and alternatively in respect of the leasehold interests in such property by £43,500, and in respect of the property mentioned in the Third Schedule hereto by £7,500. (c.) Should the vendors decide to reduce the amount of the subscriptions towards the nominal capital of the said company specified in subparagraphs (c) and ('/) hereof or either of them, and of such decision shall notify the purchasers, then and in such case the amounts specified in the said subparagraphs (c) and (</) shall be reduced accordingly, and the said paragraphs shall be read as if such reduced amounts had been originally specified therein. (8.) The purchasers shall not be entitled on the flotation of the said company to increase the prices specified in this agreement for'the purchase of the various properties mentioned in the said Schedules, but shall hand over and assigii to the said company the whole benefit of this agreement without alteration of any kind except such as the vendors may jointly agree upon in writing any such agreement to be indorsed upon these presents and executed by the vendors or their agents duly authorized in that behalf, but the purchasers shall be entitled to charge such brokerage or commission as the vendors may agree upon, which said brokerage shall be a first charge upon all moneys subscribed towards the nominal capital of the said company. (9.) The purchasers contract with full knowledge of the terms and conditions of the several titles under which the vendors enter into these presents, and should the vendors through any defect in their own titles or in the title of any person or persons from whom they derive title be unable to complete this contract or any part thereof, then and in any of such cases they the vendors shall not nor shall either of them be liable to pay to the purchasers any damages, compensation, or other payment or remuneration in respect of such failure, and no decree for specific performance shall be made against them or either of them. (10.) All rates, taxes, rents, and other outgoings or incomings chargeable, payable, or receivable in respect of the several properties mentioned and described in the said Schedules hereto shall be apportioned to the several dates hereinbefore specified for the completion of the several purchases. (11.) Upon the several dates hereinbefore specified for completion of the several purchases hereby witnessed the first and second vendors shall contemporaneously with the payment of the said purchasemoney, the allotment of such shares as they may be respectively entitled to, and the execution of all