AGREES THAT DAMAGES ALONE MAY
NOT BE AN ADEQUATE REMEDY FOR ANY BREACH BY THE OTHER OF THE PROVISIONS OF THIS
CLAUSE 19 AND THAT ACCORDINGLY THE PARTY NOT IN BREACH OF ANY SUCH PROVISION
SHALL BE ENTITLED, WITHOUT PROOF OF SPECIAL DAMAGES, TO THE REMEDIES OF
INJUNCTION, SPECIFIC PERFORMANCE OR OTHER EQUITABLE RELIEF FOR ANY THREATENED OR
ACTUAL BREACH OF SUCH PROVISION.
19.6
THE PARTIES AGREE THAT EACH OF CLAUSES 19.2 AND 19.3 SHALL
CONSTITUTE AN ENTIRELY SEPARATE AND INDEPENDENT RESTRICTION BUT THAT, IF ANY
SUCH RESTRICTION SHALL BE ADJUDGED BY ANY COURT OR AUTHORITY OF COMPETENT
JURISDICTION TO BE VOID OR UNENFORCEABLE BUT WOULD BE VALID IF PART OF THE
WORDING THEREOF WERE TO BE DELETED AND/OR THE PERIOD THEREOF WERE TO BE REDUCED,
THE SAID RESTRICTION SHALL APPLY WITHIN THE JURISDICTION OF THAT COURT OR
AUTHORITY WITH SUCH MODIFICATIONS AS ARE NECESSARY TO MAKE IT VALID AND
EFFECTIVE.
19.7
FOR THE PURPOSE OF THIS CLAUSE 19, THE FOLLOWING DEFINITIONS SHALL
APPLY:
19.7.1
"RELEVANT PERIOD" MEANS THE PERIOD COMMENCING ON THE COMPLETION DATE
AND ENDING ON THE FIRST ANNIVERSARY THEREOF; AND
19.7.2
"RESTRICTED VENDOR EMPLOYEE" MEANS ANY EMPLOYEE OF THE VENDOR AT
COMPLETION OTHER THAN THE TRANSFERRING EMPLOYEES.
20
SET-OFF BY PURCHASER
20.1
FOR THE PURPOSE OF CLAUSE 20.2 A CLAIM (AS DEFINED IN CLAUSE 20.2)
SHALL BE REGARDED AS HAVING BEEN "SETTLED" IF EITHER:
(a)
it has been admitted or agreed in writing by the Vendor; or
(b)
an amount has been awarded or adjudicated as being payable or due
by the Vendor by a court of competent jurisdiction from which it has been
determined that there is no further right to appeal and from which no appeal is
made within the relevant time permitted
and shall include any interest and costs if and to the extent the amount thereof
has been so admitted, agreed or awarded in favour of the Purchaser.
20.2
IF, PRIOR TO THE DATE WHEN ANY PART OF THE LOAN NOTES OR THE
ADDITIONAL LOAN NOTES REMAIN TO BE PAID OR SATISFIED BY THE PURCHASER, THE
PURCHASER SHALL HAVE NOTIFIED THE VENDOR IN WRITING OF A CLAIM UNDER THE
WARRANTIES OR OTHERWISE UNDER THIS AGREEMENT (A "CLAIM") AND SUCH CLAIM HAS BEEN
SETTLED (AND HAS NOT BEEN WITHDRAWN OR SET OFF BY ANY PREVIOUS APPLICATION OF
THIS CLAUSE) THE PURCHASER SHALL BE ENTITLED TO DEDUCT THE AMOUNT OF THE CLAIM
FIRSTLY, FROM THE AMOUNT OF ANY INTEREST DUE AND PAYABLE ON THE LOAN NOTES AND
FOR THE TIME BEING STANDING TO THE CREDIT OF THE ESCROW ACCOUNT (AS DEFINED IN
THE ESCROW AGREEMENT REFERRED TO IN PARAGRAPH 1.1 OF PART C OF SCHEDULE 5) AND
SECONDLY, TO THE EXTENT THAT THE AMOUNT OF SUCH CLAIM HAS NOT BEEN SO SATISFIED,
FROM THE LOAN NOTES AND ACCORDINGLY FROM ANY AMOUNT DUE FROM THE PURCHASER IN
RESPECT OF
25
OUTSTANDING PAYMENTS DUE TO THE VENDOR UNDER THE LOAN NOTES
WHICH ARE IN ISSUE
AND THE PRINCIPAL AMOUNT OF THE LOAN NOTES SHALL BE PERMANENTLY