Common use of Electronic Conveyancing Clause in Contracts

Electronic Conveyancing. (a) This clause 3.5 applies if: (i) The Titles Office requires Settlement in relation to the Properties to be completed by an Electronic Settlement; or (ii) The parties agree to an Electronic Settlement. (b) If this clause 3.5 applies: (i) it has priority over any other provision of this document to the extent of any inconsistency; and (ii) without limiting subclause 3.5(c)(i), any provision of this document requiring the physical preparation, signing, delivery or payment of anything that is dealt with digitally or electronically within or using the Workspace is amended accordingly. (c) Each of the Sellers and the Buyer must: (i) be, or engage a representative who is, a Subscriber; (ii) ensure that each other person for whom that party is responsible and who is associated with the transaction is, or engages, a Subscriber; (iii) authorise their representative to act on their behalf in the manner required by the ECNL; and (iv) conduct the transaction in accordance with the ECNL. (d) The Buyer, the Sellers or their representative must: (i) create a Workspace as soon as reasonably practicable; (ii) invite the other party and that other party’s representative and all relevant mortgagees (if applicable) involved in the transaction to join the Workspace; and (iii) set the time for Settlement as prior to 1.00pm on the Due Settlement Date. (e) Settlement occurs in relation to each Property when the Workspace records that the exchange of funds or value (if any) between the Seller of that Property and the Buyer and (if applicable) the Seller’s mortgagee and ▇▇▇▇▇’s mortgagee has completed in accordance with the instructions of the parties and the definition of 'Settlement' is amended accordingly. King & Wood Mallesons 72330758_14 Asset Sale and Purchase Agreement 17 February 2025 73 (f) Each party must do everything reasonably necessary to: (i) progress the transaction in the Workspace to Electronic Settlement on the Due Settlement Date at the time specified in the Workspace; and (ii) assist the other party to trace and identify the recipient of any mistaken payment made under the Electronic Settlement and to recover the mistaken payment.

Electronic Conveyancing. (a) This clause 3.5 applies ifThe parties agree that Settlement will be completed as an Electronic Conveyance in accordance with these Model Rules, unless: (i) The Titles Office requires either party gives notice under rule 1.6 below that Settlement in relation to the Properties to will not be completed by as an Electronic Settlement; or (ii) The parties agree to an Electronic SettlementConveyance. (b) If this clause 3.5 appliesThe Vendor and the Purchaser agree: (i) it has priority over to comply with the Electronic Conveyancing National Law (ECNL) and any Participation Rules, annexed hereto as Schedule 1, Operating Requirements and any other provision directions in operation as at the date of this document Settlement by the Registrar General in relation to the extent of any inconsistency; and (ii) without limiting subclause 3.5(c)(i), any provision of this document requiring the physical preparation, signing, delivery or payment of anything that is dealt with digitally or electronically within or using the Workspace is amended accordingly. (c) Each of the Sellers and the Buyer must: (i) be, or engage a representative who is, a Subscriberelectronic conveyancing; (ii) ensure to the extent that each there is any inconsistency the following order of precedence applies: (A) the ECNL and any Participation Rules, annexed hereto as Schedule 1, Operating Requirements and any other person for whom that party is responsible and who is associated with directions in operation as at the transaction is, or engages, a Subscriberdate of Settlement by the Registrar General in relation to electronic conveyancing; (iiiB) authorise their representative the amendments to act on their behalf in the manner required by the ECNL; and (ivAgreement set out at 1.1(c) conduct the transaction in accordance with the ECNL. (d) The Buyer, the Sellers or their representative must: (i) create a Workspace as soon as reasonably practicablebelow; (iiC) invite the other party and that other party’s representative and all relevant mortgagees terms of the Agreement; (if applicableD) involved the remaining rules set out in the transaction to join the Workspacethese Model Rules; and (iii) set the time for to do all things reasonably necessary to complete Settlement as prior an Electronic Conveyance. (c) The parties agree that the Agreement is amended to 1.00pm on enable Electronic Conveyance as follows: (i) Clause 3.2 is replaced with: The balance of the Due Purchase Price will be deposited in anticipation of Electronic Conveyancing as directed by the Vendor. (ii) Clause 4.1 is replaced with: The Purchaser's Legal Representative must create, provide, transmit or otherwise make available to the Vendor's Legal Representative, an executed Transfer and or other instrument required to transfer title to the Property to the Purchaser via Electronic Conveyancing at least seven (7) days before the Settlement Date. (eiii) Clause 4.3 (or Clause 4.2 if the agreement is either a Rural Contract or a Commercial Contract) is replaced with: The Vendor must notify the Purchaser at least two (2) business days before the Settlement Date of the details of any payments to third party destination accounts required at the Settlement Date. (iv) Clause 5.1 is replaced with: Unless otherwise agreed, Settlement must occur via Electronic Conveyancing on the Settlement Date. (v) Clause 5.2 is replaced with: Before Settlement (provided the Purchaser has complied with its obligations under this Agreement), the Vendor's Legal Representative must provide, transmit or otherwise make available to the Purchaser the duly executed Transfer and any other documents required to transfer title to the Property to the Purchaser via Electronic Conveyancing. (vi) Clause 19.3.2 (or if a Commercial Contract Clause 21.4) is replaced with: Any other payment due under this Agreement shall be made in electronic transfer of funds. (d) Settlement occurs in relation to each Property under these Model Rules when the Electronic Workspace records that that: (i) the exchange of funds or value (if any) between the Seller of that Property and the Buyer and (if applicable) the Seller’s mortgagee and ▇▇▇▇▇’s mortgagee has completed financial institutions in accordance with the instructions of the parties and the definition of 'Settlement' is amended accordingly. King & Wood Mallesons 72330758_14 Asset Sale and Purchase Agreement 17 February 2025 73 (f) Each party must do everything reasonably necessary to: (i) progress the transaction in the Workspace to Electronic Settlement on the Due Settlement Date at the time specified in the Workspacehas occurred; andor (ii) assist if there is no exchange of funds or other value, the other party documents necessary to trace and identify enable the recipient Purchaser to become the registered proprietor of any mistaken payment made under the Electronic Settlement and to recover Property have been accepted by the mistaken paymentRegistrar General for electronic lodgement.