Exhibit 10.1

Share Sale Agreement

General terms

Unless the contrary intention appears these meanings apply:

1997 Act means the Income Tax Assessment Act 1997 (Cth).

Accounting Standards means:

Adjusted Purchase Price means the amount calculated in accordance with the following formula:

Unadjusted Purchase Price + Completion Adjustment.

Amount of the Consideration means:

Approval Condition has the meaning given in clause 4.3(a).

Approvals means the material permits, licences, consents and other authorisations required to be held by the Company to conduct the Business.

Authorised Officer means a director or secretary of a party or any other person nominated by a party to act as an Authorised Officer for the purposes of this agreement.

Bradken means Bradken Resources Pty Limited (ACN 098 300 988).

Bradken Contracts means:

Business means the rail haulage business conducted by the Company as at the date of this agreement.

Business Day means a day on which banks are open for general banking business in Sydney, New South Wales, not being a Saturday, Sunday or public holiday in that place.

Buyer means the person described so in the Details.

Buyer Beneficiary means in respect of the Seller Guarantee, the Buyer.

Buyer Group means Genesee & Wyoming Inc. and each of its Subsidiaries and includes G&W Australia Holdings LP, the Buyer and each Related Body Corporate of the Buyer (including the Company on and from Completion) and Buyer Group Member means any one of them.

Buyer Guarantee means the guarantee and indemnity in clause 18.

Buyer Guarantor means the person described so in the Details.

Buyer Obligor means in respect of the Buyer Guarantee, the Buyer.

Claim means any allegation, cause of action, claim, proceeding, suit or demand of any nature howsoever arising and whether present or future, fixed or unascertained, actual or contingent, whether at law, in equity, under statute or otherwise.

Company has the meaning given in Recital A.

Completion means completion of the sale and purchase of the Shares in accordance with clause 5 and Complete has a corresponding meaning.

Completion Adjustment means zero plus the Effective Time Net Working Capital.

Completion Adjustment Interest means the amount of interest payable on the Completion Adjustment amount calculated in accordance with clause 3.3.

Completion Date means the later of:

Completion Statement means the statement in the form set out in Schedule 3 prepared by reference to the state of affairs as at the Effective Time and reflecting the principles set out in Schedule 3, and settled in accordance with clause 6 or clause 7 (as the case may be).

Conditions Precedent means the conditions precedent set out in clause 4.1 and Condition Precedent means any one of them.

Confidentiality Agreements has the meaning given in clause 21.8.

Confidential Information means all information disclosed to the Receiving Party or any Related Body Corporate or Representative of the Receiving Party, under or in connection with this document, including:

whether the information was disclosed:

Confirmation Notice has the meaning given in clause 12.5(d).

Consolidated Group means a consolidated group within the meaning of the 1997 Act.

Constitution means the constitution of the Company.

Control of an entity includes the power to directly or indirectly:

regardless of whether the power is in writing or not, enforceable or unenforceable, expressed or implied, formal or informal or arises by means of trusts, agreements, arrangements, understandings, practices or otherwise.

Controller has the meaning it has in the Corporations Act.

Corporations Act means the Corporations Act 2001 (Cth).

Costs means costs, charges and expenses, including those incurred in connection with advisers and any legal costs on a full indemnity basis.

Cut-Off Time means 5pm (Sydney time) on 14 October 2016.

Data Room Index means the index of the contents of the virtual data room maintained by or on behalf of the Seller, as set out in Annexure A.

Declaration means the Australian Taxation Office form titled “Foreign resident capital gains withholding – vendor declaration,” or any other document which is a declaration for the purposes of Subdivision 14-D of Schedule 1 of the Taxation Administration Act 1953 (Cth), as agreed to by the parties.

Deed of Cross Guarantee means the deed so entitled, dated 16 December 2008 between the Seller Guarantor, the Seller, the Company and others, executed pursuant to ASIC Class Order 98/1418.

Deed of Release TFA means the deed of release in the form set out in the Side Letter.

Deed of Release TSA means the deed of release in respect of the Seller Tax Sharing Agreement in the form set out in the Side Letter.

Details means the section of this document headed “Details”.

Disclosing Party means the party disclosing Confidential Information.

Disclosure Letter means the letter from the Seller addressed to the Buyer and dated and delivered to it before this agreement is executed by all parties in the form agreed between the Seller and the Buyer and includes all of its schedules and annexures.

Disclosure Material means:

Disputed Items has the meaning given to that term in clause 6.2(f)(iii).

Draft Completion Statement has the meaning given to that term in clause 6.1(a).

Due Diligence means the enquiries and investigations into the Company, the Shares and the Business carried out by the Buyer and its Representatives.

Effective Time means 11.59pm on the day before the Completion Date.

Effective Time Net Working Capital means the Effective Time Net Working Capital as calculated in the Completion Statement (which may be a negative number).

Encumbrance means any security for the payment of money or performance of obligations, including a mortgage, charge, lien, pledge, trust, power or title retention or flawed deposit arrangement and any “security interest” as defined in sections 12(1) or 12(2) of the PPSA, or any agreement to create any of them or allow them to exist, excluding any Encumbrance that arises in the ordinary course of business including but not limited to any mechanics’, workmen’s or other like lien.

Environment means all of the physical surroundings of humans including:

Environmental Law means a Law or a provision of a Law relating to the Environment.

Excluded Information means Confidential Information which:

FIRB means the Foreign Investment Review Board.

FIRB Act means the Foreign Acquisitions and Takeovers Act 1975 (Cth).

Financier Consent Deed means the deed in the form set out in Schedule 14 of the Rail Haulage Agreement.

FLACH means Freightliner Australia Coal Haulage Pty Ltd (ACN 137 483 713).

Framework Agreement means the agreement entitled “X-Rail Framework Agreement” between the Company, FLACH, FLA Coal Services Pty Ltd, Freightliner Group Limited, Freightliner Australia Pty Limited and GCIA dated 21 July 2009 as amended from time to time.

Freightliner Entities means each of FLACH, FLA Coal Services Pty Ltd (ACN 137 483 240) and Freightliner Group Limited.

Fuel Facilities means the Facilities and the Equipment, each as defined in the Fuel Facilities Access Agreement.

Fuel Facilities Access Agreement means the agreement entitled “Fuel Facilities Access Agreement” in the form set out in the Side Letter between Glencore Coal (NSW) Pty Limited (ACN 097 523 058) and the Company.

Fuel Facilities Approvals means the material permits, licences, consents and other authorisations required by law to be held by the Company in respect of the Fuel Facilities.

GCIA means Glencore Coal Investments Australia Pty Limited (ACN 082 271 912).

GCIA Guarantees means:

Government Agency means any government, governmental, semi-governmental, administrative, fiscal or judicial body department, commission, authority, tribunal, agency or entity and includes any other person authorised by law to give consents or impose requirements in connection with the Environment. It also includes a self-regulatory organisation established under statute or a stock exchange.

GST has the meaning given in the GST Law.

GST Law has the meaning given in the A New Tax System (Goods and Services Tax) Act 1999 (Cth).

Guarantor means the person so described in the Details.

Incoming Directors means the persons nominated by the Buyer to be directors of the Company from Completion.

Independent Expert means a person with at least fifteen years’ relevant experience in accounting who has no direct or indirect personal interest in the outcome of the dispute or the issue in respect of which they are consulted pursuant to this agreement and appointed as an expert jointly by the Seller and the Buyer or, if they do not agree on the person to be appointed within 7 days of one party requesting the appointment, the person nominated by the President of the Law Society of NSW, who accepts the appointment.

Input Tax Credit has the meaning given in the A New Tax System (Goods and Services Tax) Act 1999 (Cth).

Insolvency Law means any law relating to liquidation, administration, insolvency or the protection of creditors.

A person is Insolvent if:

Insurance Policies means the insurance policies referred to in document 04.07.01 in the Data Room Index.

Intercompany Debt means all amounts (including any accrued interest) outstanding from, or payable to, a Related Body Corporate of the Company and comprises Intercompany Payables and Intercompany Receivables. For the avoidance of doubt, Intercompany Debt includes any amounts receivable from or payable to a Related Body Corporate of the Company in respect of a Consolidated Group tax funding agreement.

Intercompany Payables means all Intercompany Debt payable to a Related Body Corporate of the Company by the Company. For the purpose of this definition, “Related Body Corporate” means a Related Body Corporate of the Company at the time immediately prior to Completion on the Completion Date.

Intercompany Receivables means all Intercompany Debt outstanding from a Related Body Corporate of the Company to the Company. For the purpose of this definition, “Related Body Corporate” means a Related Body Corporate of the Company at the time immediately prior to Completion on the Completion Date.

Intercompany WC Debt means all Intercompany Debt in the nature of working capital which arises in respect of the day to day operations of the Business.

Interest Rate means a rate per annum which is equal to BBSW plus 2%. For these purposes BBSW means the bid rate displayed at or about 10.30am (Sydney time) on the relevant date on the Thomson Reuters screen BBSW page (Australian Financial Markets Associations Bank Bill Swap Benchmark rate) for Australian bank bills with a three month duration (or displayed on any other replacement Thomson Reuters page that displays that rate, or on the appropriate page of such other information service which publishes that rate from time to time in place of Thomson Reuters).

Last Accounts means the unaudited pro-forma balance sheet of the Company as at the Last Balance Date attached as Schedule 5 to this agreement.

Last Balance Date means 30 September 2016.

Liability means any liability, debt, Claim, Loss or obligation of any kind and however arising (whether actual, contingent or prospective and whether the amount for which for the time being is not ascertained or ascertainable), irrespective of when the acts, events or things giving rise to the liability occurred.

Loss means all damage, loss, cost and expense (including legal costs, penalties, fines, interest and expenses of whatsoever nature or description).

Material Contracts means each of:

Material Form includes any form (whether visible or not) of storage from which reproductions can be made.

MEC Group has the meaning given in 1997 Act.

Mines has the meaning given in the Rail Haulage Agreement.

NDA means the agreement entitled “Confidentiality Agreement” between the Seller and Genesee & Wyoming Australia Pty Ltd dated 8 June 2016.

NDA Deed of Release means a Deed of Release (in a form satisfactory to the Buyer and the Seller) between the parties to which they agree that the Confidential Information of the Company ceases to be Confidential Information of the Seller for the period on and from Completion, but all other provisions of the NDA remain in force and effect in accordance with the terms of the NDA.

Other Buyers has the meaning given to that term in clause 21.8.

Post-Completion Claim has the meaning given in clause 20(a)(ii).

PPSA means the Personal Property Securities Act 2009 (Cth).

PPSR means the personal properties securities register established under the PPSA.

Pre-Completion Material Adverse Event means an event that:

Pre-Completion Tax Event has the meaning given to it in clause 12.7(a).

Pre-Completion Tax Return has the meaning given to it in clause 12.5(a).

Preparer means, in relation to a Relevant Return, the Buyer or the Seller, as relevant.

Rail Haulage Agreement means the agreement entitled “Rail Haulage Agreement” between the Seller, the Company and Glencore plc in the form set out in the Side Letter.

Receiving Party means the party that is the recipient of Confidential Information.

Records means originals and copies, in any Material Form, of all books, files, reports, records, correspondence, documents and other material of or relating to or used in connection with the Business or the Company and includes:

Recovered Sum means the amount recovered by the Buyer under clause 14.6.

Related Body Corporate has the meaning it has in the Corporations Act, provided that, for the purposes of clause 13.3, the Company will not be regarded as a Related Body Corporate of the Buyer.

Relevant Return means a Pre-Completion Tax Return or a Straddle Return.

Representative of a party includes an employee, agent, officer, director, adviser or consultant of that party acting on behalf of that party in relation to the transactions contemplated by this agreement, but in the case of agents, advisers or consultants, only including individuals actually acting on behalf of the party in relation to the transactions contemplated by this agreement.

Retiring Directors means the directors of the Company immediately prior to Completion.

Retiring Secretaries means the secretaries of the Company immediately prior to Completion.

Reviewer means, in relation to a Relevant Return:

Rolling Stock means the locomotives, wagons, spare parts and related items set out in Schedule 4.

Rolling Stock Lease means the lease between the Company and FLACH dated 2 July 2009 as amended from time to time.

Securities means shares, debentures, stocks, bonds, notes, interests in a managed investment scheme, units, warrants, options, derivative instruments or any other securities.

Seller means the person so described in the Details.

Seller Beneficiary means in respect of the Buyer Guarantee, the Seller.

Seller Consolidated Group means the Consolidated Group of which Glencore Investment Pty Limited (ACN 076 513 034) is the head company.

Seller Group means Glencore plc and each of its Subsidiaries and Seller Group Member means any one of them.

Seller Guarantee means the guarantee and indemnity in clause 19.

Seller Guarantor means the person so described in the Details.

Seller Obligor means, in respect of the Seller Guarantee, the Seller.

Seller Tax Sharing Agreement means the tax sharing agreement executed by Glencore Investment Pty Limited and others on or around 1 December 2014.

Shares means all of the issued shares in the capital of the Company details of which are set out in Schedule 1 and Share means any one of those shares.

Side Letter means the letter agreement between the Buyer and the Seller dated the date of this agreement.

Straddle Return has the meaning given to it in clause 12.5(b).

Straddle Tax Period has the meaning given to it in clause 12.3.

Subsidiary of an entity means another entity which:

A trust may be a subsidiary (and an entity may be a subsidiary of a trust) if it would have been a subsidiary under this definition if that trust were a body corporate. For these purposes, a unit or other beneficial interest in a trust is to be regarded as a share.

Sunset Date means 12 January 2017 or such later date as the Buyer, having used reasonable endeavours, is able to extend the commitment period for its debt financing relating to the transactions contemplated by this agreement, provided that the Sunset Date may be no later than 28 February 2017.

Tax means any tax, levy, charge, impost, duty, fee, deduction, compulsory loan or withholding that is assessed, levied, imposed or collected by any Government Agency, including any interest, fine or penalty charged in respect of the aforementioned amounts.

Tax Assessment means an assessment, deemed assessment, amended assessment, notice, demand or other document issued or action taken by or on behalf of a Government Agency whether before or after the date of this agreement, to the extent to which it relates to any period or event (other than the execution of the Rail Haulage Agreement) occurring before or on Completion, as a result of which the Company is liable to make a payment of Tax, whether being Tax payable by the Company, a member or former member of the Seller Consolidated Group (including the head company of the Seller Consolidated Group), or member or former member of any other Consolidated Group or MEC Group of which the Company was a member.

Tax Assessment Amount means the amount of Tax that the Company is liable to pay as a result of a Tax Assessment.

Tax Dispute Notice means a written notice, issued pursuant to clause 12.5(e) disputing the manner in which a party has prepared a Relevant Return which includes an explanation as to the dispute and the specific adjustments required by the other party.

Tax Expert means a person with at least fifteen years’ experience in Tax who has no direct or indirect personal interest in the outcome of the dispute or the

issue in respect of which they are consulted pursuant to this agreement agreed by the Buyer and the Seller, or if they do not agree on the person to be appointed within 7 Business Days of either party requesting an appointment, a person nominated by the president of the Law Society of NSW, who accepts the appointment.

Tax Indemnity means the indemnity provided in clause 12.1.

Tax Indemnity Claim means a Claim under the Tax Indemnity.

Tax Law means a law with respect to or imposing any Tax or duty.

Tax Period means an income year, tax year, franking year or other period of time referable to the relevant Tax.

Tax Return means any return relating to Tax including any document which must be lodged with a Government Agency or which a taxpayer must prepare and retain under a Tax Law (such as an activity statement, amended return, schedule or election and any attachment), excluding returns relating to income Tax.

Third Party Claim has the meaning given in clause 14.2.

Third Party Debt means any debt or money owing by the Company to a third party by way of loan (excluding for the avoidance of doubt any Intercompany Debt as at the Effective Time and Effective Time Net Working Capital).

Third Party Reports means:

Transaction has the meaning given in clause 4.1(a)(i).

UGL Contracts means:

UGL Maintenance Agreement means the agreement entitled “Maintenance Agreement” between Freightliner Australia Coal Haulage Pty Ltd, UGL Rail Services Pty Limited and the Company dated 21 July 2009 as amended from time to time.

Unadjusted Purchase Price means $1,140,000,000.

Warranties means the warranties and representations by the Seller and the Seller Guarantor (as applicable) in this agreement under clauses 13, 16 and Schedule 2 and Warranty has a corresponding meaning.

Headings and labels used for definitions are for convenience only and do not affect interpretation. Unless the contrary intention appears, in this agreement:

Unless otherwise defined in this agreement, defined terms used in paragraph 19 of Schedule 2 have the meaning given to them under the Rail Haulage Agreement.

The Seller, as the legal and beneficial owner of the Shares, agrees to sell the Shares to the Buyer and the Buyer agrees to buy the Shares from the Seller, on the terms and conditions of this agreement.

The Shares must be transferred free from any Encumbrance and with all rights, including dividend rights, attached or accruing to them on and from the date of Completion.

The price payable for the Shares is the Adjusted Purchase Price, excluding GST, to be paid in accordance with clauses 5.4(a) and 3.2.

Each payment referred to in this clause 3 must be made by direct deposit of cleared funds to the credit of a bank account (specified in writing by the payee to the payer no later than 3 Business Days before the due date for payment) or by any other method agreed by the parties.

Completion is conditional on:

whichever first occurs; and

Each party must cooperate with the other parties and use its reasonable endeavours to obtain the satisfaction of the Conditions Precedent as soon as reasonably possible, and any event on or before the Sunset Date, including procuring performance by a third party.

Without limiting clause 4.2:

If the Conditions Precedent are not satisfied by the Sunset Date and have not been waived in accordance with clause 4.4 then, if the party who wishes to terminate this agreement has complied with clauses 4.2 and 4.3, this agreement may be terminated by notice given by the Buyer or the Seller to the other of them.

If this agreement is terminated under clause 4.5 or clause 17.2 then, in addition to any other rights, powers or remedies provided by law:

Completion will take place on the Completion Date at the offices of King & Wood Mallesons, at Governor Phillip Tower, Level 61, 1 Farrer Place, Sydney or any other place agreed between the Seller and the Buyer.

At least 3 Business Days prior to the Completion Date:

On Completion, the Seller must deliver to the Buyer:

On Completion the Buyer must, subject to the Seller’s compliance with clauses 5.2(b) and 5.3:

No later than the next Business Day after Completion:

In respect of Completion:

Each party will immediately give to the other party all payments, notices, correspondence, information or enquiries in relation to the Company which it receives after Completion and which belong to the other party.

then the Draft Completion Statement will constitute the final and binding Completion Statement for the purposes of this agreement.

then the Draft Completion Statement or the Draft Completion Statement as varied (as the case may be) will constitute the final and binding Completion Statement for the purposes of this agreement.

The Buyer and the Seller must procure that the Independent Expert determines the Disputed Items referred to the Independent Expert under clause 6.2(f) in accordance with the following provisions:

The Seller will ensure that (except as disclosed in writing by the Seller and agreed to in writing by the Buyer or in accordance with the terms of this agreement) from the date of this agreement until the Completion Date:

but notwithstanding the remainder of this clause 8.1 the Company may:

Except as permitted by clause 9.2, the Buyer must not and must ensure that the Company does not, after Completion use any name or trade mark which is substantially identical or deceptively similar to a name or trade mark owned by the Seller.

The Seller undertakes to the Buyer that neither it nor any Seller Group Member will on its own account or for any person, enterprise, firm, partnership, trust, joint venture or syndicate directly or indirectly entice (or attempt to entice) away from the Buyer Group any employee for a period of two years from the Completion Date.

The Buyer may not amend or extend any agreement under which a GCIA Guarantee remains in place after Completion without the prior written consent of GCIA, other than amendments necessary to obtain the release of any GCIA Guarantees and provided those amendments do not and will not give rise to any liability for GCIA.

The Buyer agrees to pay amounts due under this clause 11 on demand from the Seller.

The Buyer (on behalf of itself and the Company) agrees that on and from Completion the Seller and the Seller Guarantor may set-off against any amounts due and payable by the Seller or Glencore plc to the Company under the Rail Haulage Agreement, any amounts that are due and payable by the Buyer or the Buyer Guarantor to the Seller under clause 11.1. The Buyer must ensure that the Company complies with this clause 11.4.

The Seller agrees that, if at any time, the Company receives or suffers a Tax Assessment, then the Seller must pay the Buyer, an amount equal to the Tax Assessment Amount for that, Tax Assessment, except to the extent that the Seller’s liability is limited or qualified under this clause 12 or clause 14 and this will be the sole remedy of the Buyer in respect of any Tax that arises in respect of the Tax Assessment.

No amount is payable under clause 12.1 until the latest of:

If:

then the Buyer must immediately pay:

For the purposes of clause 12.3(b) in determining whether a Buyer Group Member or the Company receives or would be entitled to receive a refund of an amount of Tax, treat the Tax Period in which Completion occurs (“ Straddle Tax Period ”) as two distinct Tax Periods with the first commencing at the beginning of the Straddle Tax Period and ending on Completion and the second commencing immediately after Completion and ending at the end of the Straddle Tax Period.

The Reviewer must provide the Preparer with any comments on the draft Relevant Return (and, in the case of a Relevant Return which is a Straddle Return, the Seller may only provide comments in relation to that part of the Tax Period that ends on or before Completion) within 5 Business Days of receipt of the draft Relevant Return. If the Reviewer does not provide any comments within the time specified in this clause 12.5(c), the Reviewer will be deemed to have no comments.

the Seller will determine (and the Buyer must procure that the necessary actions are taken) to either:

If, as a result of an audit or investigation to which this clause 12.7(b)(iv) applies, the Buyer notifies the Seller of a Claim in accordance with clause 14.1 or clause 14.2 then clause 14.4 will thereafter apply with respect to the conduct of the audit or investigation and not this clause 12.7(b).

The Seller agrees to provide a copy of the Seller Tax Sharing Agreement, and the tax sharing agreement within the meaning of Division 721 of the 1997 Act for any other Consolidated Group of which the Company was a member, to the Commissioner of Taxation if and as required by section 721-25 of the 1997 Act.

The Seller represents and warrants to the Buyer that each Warranty is correct and not misleading on the date of this agreement and will be correct and not misleading on the Completion Date immediately before Completion as if made on and as at each of those dates except where provided otherwise in the Warranty. Each Warranty will remain in full force and effect after the Completion Date despite Completion.

Each Warranty is to be treated as a separate representation and warranty. The interpretation of any statement made may not be restricted by reference to or inference from any other statement.

Each Warranty is to be qualified by any information:

which is or may be inconsistent with that Warranty.

For the purposes of clauses 13.3(b) and 13.3(d), the Buyer is not imputed with the knowledge of any information that any adviser, consultant or financier of the Buyer or a Related Body Corporate of the Buyer is not permitted, by law or under confidentiality obligations binding on the relevant adviser, consultant or financier, to disclose to the Buyer or its Related Bodies Corporate.

The Buyer acknowledges and agrees that:

The Seller acknowledges that the representation given by the Buyer in clause 13.5 does not give the Seller a cause of action against the Buyer and may only be raised by the Seller as a defence to any Claim by the Buyer.

If the Buyer becomes aware of any matter or circumstance that may give rise to a Claim under or in relation to or arising out of this agreement, including a breach of a Warranty:

If the fact, matter or circumstance that may give rise to a Claim against the Seller under or in relation to or arising out of this agreement, including a breach of a Warranty, is a result of or in connection with a Claim by or liability to a third party (“ Third Party Claim ”) then:

The Seller must notify the Buyer within 5 Business Days of receipt of a notice of a Claim under clause 14.1 or clause 14.2 indicating whether it admits or denies the Claim (in whole or in part) (or, in the case of Third Party Claims, whether it exercises the option in clause 14.2(c)(ii)).

If the Seller exercises the option in clause 14.2(c)(ii) (including in accordance with clause 14.2(d)), then:

The Seller is not liable to the Buyer (or any person deriving title from the Buyer) for any Claim under or in relation to or arising out of this agreement, including a breach of a Warranty:

but the Buyer will not be prevented from making a Claim against the Seller prior to receiving the Recovered Sum.

In addition to the exclusions in clause 14.5, the Seller is not liable to the Buyer (or any person deriving title from the Buyer) for any Tax Indemnity Claim to the extent that the Tax Indemnity Claim arises from the failure by Company or a Buyer Group Member after Completion, in a timely manner, to:

If payment is made for a breach of any Warranty or under the Tax Indemnity, the payment is to be treated as an equal reduction in the Adjusted Purchase Price.

The Buyer may not make any Claim under this agreement including for a breach of Warranty:

The Seller’s total liability for loss or damage of any kind not excluded by clause 14.12 however caused, in contract, tort, (including negligence), under any statute or otherwise from or relating in any way to this agreement or its subject matter is limited in aggregate for any and all Claims to the Adjusted Purchase Price.

Without limiting clause 14.6, the Seller will not be liable for any Claim under or in relation to or arising out of this agreement including a breach of a Warranty unless the Buyer has first caused the Company to make a Claim under any insurance policy held by the Company which may cover that Claim.

Nothing in this clause 14 in any way restricts or limits the general obligation at law of the Buyer to mitigate any Loss or damage which it may incur in consequence of any breach by the Seller of the terms of this agreement including a breach of a Warranty.

In calculating the Liability of the Seller for a Claim arising under, in relation to or arising out of this agreement, including a breach of any Warranty or under the Tax Indemnity, any tax benefit or reduction received by the Buyer as a result of the loss or damage arising from that breach must be taken into account.

The parties agree that with respect to a claim by the Buyer under clause 13.1 the Seller Guarantor has the same rights as the Seller under this clause 14 as if it were named as the Seller in this clause 14.

Each of the Buyer and the Buyer Guarantor represents and warrants to the Seller that each of the following statements is correct and not misleading in any material respect on the date of this agreement and will be correct and not misleading as at the Completion Date as if made on each of those dates:

The Seller Guarantor represents and warrants to the Buyer that each of the following statements is correct and not misleading in any material respect on the date of this agreement and will be correct and not misleading as at the Completion Date as if made on each of those dates:

If a party does not Complete, other than as a result of default by the other party, the non-defaulting party may give the defaulting party notice requiring it to Complete within 10 Business Days of receipt of the notice.

If the defaulting party does not Complete within the period specified in clause 17.1 the non-defaulting party may choose either to proceed for specific performance or terminate this agreement. In either case, the non-defaulting party may seek damages for the default.

If this agreement is terminated then clause 4.6 will apply. A termination of this agreement under clause 17.2 will not affect any other rights the parties have against one another at law or in equity.

The Buyer Guarantor acknowledges that the Seller Beneficiary is acting in reliance on the Buyer Guarantor incurring obligations and giving rights under this Buyer Guarantee.

Each of the Buyer Guarantee in clause 18.2 and the indemnity in clause 18.3 is a continuing obligation despite any intervening payment, settlement or other thing and extends to all of the Buyer Obligor’s obligations under this agreement. The Buyer Guarantor waives any right it has of first requiring the Seller Beneficiary to commence proceedings or enforce any other right against the Buyer Obligor or any other person before claiming from the Buyer Guarantor under this Buyer Guarantee.

Interest payable under clause 18.5 which is not paid when due for payment may be added to the overdue amount by the Seller Beneficiary at intervals which the Seller Beneficiary determines from time to time or, if no determination is made, every 30 days. Interest is payable on the increased overdue amount at the Interest Rate and in the manner set out in clause 18.5.

The Buyer Guarantor agrees to make payments under this Buyer Guarantee:

This Buyer Guarantee does not merge with or adversely affect, and is not adversely affected by, any of the following:

The Seller Beneficiary may still exercise its rights under this Buyer Guarantee as well as under the judgment, mortgage, charge or other encumbrance or the right or remedy.

The rights given to the Seller Beneficiary under this Buyer Guarantee, and the Buyer Guarantor’s liabilities under it, are not affected by any act or omission or any other thing which might otherwise affect them under law or otherwise. For example, those rights and liabilities are not affected by:

As long as any obligation is required, or may be required, to be complied with in connection with this Buyer Guarantee, the Buyer Guarantor may not, without the Seller Beneficiary’s consent:

If the Seller Beneficiary asks, the Buyer Guarantor agrees to notify any relevant person of the terms of this clause 18.10 and other parts of this Buyer Guarantee that may be relevant. The Buyer Guarantor also authorises the Seller Beneficiary to do so at any time in its discretion and without first asking the Buyer Guarantor to do it. This applies despite anything else in this Buyer Guarantee.

This clause 18.10 continues after this Buyer Guarantee ends.

Under any Insolvency Law, a person may claim that a transaction (including a payment) in connection with this Buyer Guarantee or this agreement is void or voidable. If a claim is made and upheld, conceded or compromised, then:

The Buyer Guarantor’s obligations under this clause 18.11 are continuing obligations, independent of the Buyer Guarantor’s other obligations under this Buyer Guarantee and continue after this Buyer Guarantee ends.

The Buyer Guarantor agrees to pay or reimburse the Seller Beneficiary on demand for:

The Seller Guarantor acknowledges that the Buyer Beneficiary is acting in reliance on the Seller Guarantor incurring obligations and giving rights under this Seller Guarantee.

Each of the Seller Guarantee in clause 19.2 and the indemnity in clause 19.3 is a continuing obligation despite any intervening payment, settlement or other thing and extends to all of the Seller Obligor’s obligations under this agreement. The Seller Guarantor waives any right it has of first requiring the Seller Beneficiary to commence proceedings or enforce any other right against the Seller Obligor or any other person before claiming from the Seller Guarantor under this Seller Guarantee.

Interest payable under clause 19.5 which is not paid when due for payment may be added to the overdue amount by the Buyer Beneficiary at intervals which the Buyer Beneficiary determines from time to time or, if no determination is made, every 30 days. Interest is payable on the increased overdue amount at the Interest Rate and in the manner set out in clause 19.5.

The Seller Guarantor agrees to make payments under this Seller Guarantee: