Clause 3

the assets of the transferor that are the subject of the transfer vest in the successor company by virtue of this section and without the need for any further conveyance, transfer, assignment or assurance; (b)the liabilities of the transferor that are the subject of the transfer become by virtue of this section the liabilities of the successor company;

all legal or other proceedings relating to those assets or liabilities that are started before the transfer date by or against the transferor and pending immediately before that date are taken to be proceedings pending by or against the successor company;

any legal or other proceedings relating to those assets or liabilities which could have been started immediately before the transfer date by or against the transferor may be started by or against the successor company;

a judgment or order of a court or other tribunal obtained before the transfer date by or against the transferor relating to those assets or liabilities may be enforced by or against the successor company;

any document relating to legal or other proceedings relating to those assets or liabilities that has been served on or by the transferor before the transfer date is taken, where appropriate, to have been served on or by the successor company;

any act, matter or thing done or omitted to be done before the transfer date in relation to those assets or liabilities by, to or in respect of the transferor is (to the extent to which that act, matter or thing has any force or effect) taken to have been done or omitted by, to or in respect of the successor company; (h)a reference in any written law, in any instrument made under any Act, in any contract, agreement, arrangement or undertaking, or in any document of any kind to the transferor, to the extent to which the reference relates to those assets or liabilities, is taken to be, or to include, a reference to the successor company.

constitute a breach of, or default under, an Act or other law or otherwise a civil wrong or criminal wrong;

constitute a breach of duty of confidence (whether arising by contract, in equity, by custom, or in any other way);

constitute a breach of any contractual provision prohibiting, restricting or regulating the assignment or transfer of assets or liabilities or the disclosure of any information;

terminate an agreement or fulfil any condition that allows a person to terminate any agreement or obligation, or gives rise to any right or remedy in respect of any agreement or obligation;

cause any contract or instrument to be void or otherwise unenforceable;

frustrate any contract;

release a surety or other obligor (in whole or part) from an obligation; or

constitute an event of breach of, or default under, any contract or other instrument.