OR AFTER THE COMPLETION DATE
ARISING FROM DEFECTIVE PRODUCTS OR PARTS OF PRODUCTS MANUFACTURED BY THE VENDOR
PRIOR TO THE COMPLETION DATE EVEN IF THE DEFECTIVE PRODUCTS OR PARTS WERE SOLD
BY THE PURCHASER PROVIDED THAT, ON BECOMING AWARE OF ANY SUCH CLAIM AS IS
REFERRED TO IN THIS CLAUSE 10.1.3, THE VENDOR SHALL PROMPTLY GIVE NOTICE OF IT
TO THE PURCHASER AND SHALL NOT TAKE ANY STEPS WHICH MIGHT REASONABLY BE EXPECTED
TO DAMAGE MATERIALLY AND ADVERSELY THE COMMERCIAL INTERESTS OF THE PURCHASER
WITHOUT PRIOR CONSULTATION WITH THE PURCHASER.
15
10.2
THE VENDOR SHALL INDEMNIFY THE PURCHASER IN RESPECT OF THOSE DEBTS,
OBLIGATIONS AND LIABILITIES FOR WHICH IT REMAINS RESPONSIBLE UNDER CLAUSE 10.1.
10.3
WITH EFFECT FROM THE COMPLETION DATE, THE PURCHASER SHALL:
10.3.1
OBSERVE AND PERFORM, OR PROCURE TO BE OBSERVED AND PERFORMED, ALL
THE OBLIGATIONS OF THE VENDOR UNDER THE FRANCHISE AGREEMENTS AND (SUBJECT TO
CLAUSE 14) THE SUPPLIER CONTRACTS;
10.3.2
ASSUME RESPONSIBILITY FOR PAYMENT FOR ALL GOODS DELIVERED OR
SERVICES RECEIVED UNDER THE FRANCHISE AGREEMENTS AND THE SUPPLIER CONTRACTS
AFTER THE COMPLETION DATE WHETHER THE INVOICES FOR SUCH GOODS OR SERVICES ARE
RECEIVED BEFORE OR AFTER THE COMPLETION DATE; AND
10.3.3
KEEP THE VENDOR INDEMNIFIED AGAINST ANY LIABILITY HOWSOEVER ARISING
FROM THE FRANCHISE AGREEMENTS AND THE SUPPLIER CONTRACTS AS A RESULT OF ANY ACT
OR OMISSION OF THE PURCHASER AFTER COMPLETION.
10.4
WITH EFFECT FROM THE COMPLETION DATE, ALL COMPLAINTS RECEIVED BY
THE VENDOR OR THE PURCHASER FROM FRANCHISEES IN RELATION TO GOODS SUPPLIED
BEFORE THE COMPLETION DATE (INCLUDING WARRANTY CLAIMS ARISING IN THE NORMAL
COURSE OF THE BUSINESS) SHALL BE DEALT WITH AS FOLLOWS:
10.4.1
ALL SUCH COMPLAINTS SHALL BE PROMPTLY REFERRED IN THE FIRST INSTANCE
TO THE PURCHASER WHO MAY ELECT IN RESPECT OF ANY SUCH COMPLAINT EITHER;
(A)
TO ENDEAVOUR TO RESOLVE IT AND TO SUPPLY ANY REPLACEMENT GOODS
ACCORDINGLY; OR
(B)
TO REFER IT TO THE VENDOR WHO SHALL BE RESPONSIBLE AT ITS OWN
EXPENSE FOR RESOLVING THE SAME;
10.4.2
EACH PARTY SHALL PROVIDE ANY INFORMATION OR ASSISTANCE REASONABLY
REQUESTED BY THE OTHER IN DEALING WITH COMPLAINTS UNDER THIS CLAUSE 10; AND
10.4.3
THE VENDOR SHALL REIMBURSE TO THE PURCHASER ON DEMAND ALL EXPENSES
AND COSTS INCURRED IN DEALING WITH ANY SUCH COMPLAINT AS IS REFERRED TO IN THIS
CLAUSE 10.
10.5
THE FOREGOING PROVISIONS OF THIS CLAUSE 10 SHALL BE WITHOUT
PREJUDICE TO THE VENDOR'S RIGHTS UNDER CLAUSE 13 IN RELATION TO THE FRANCHISE
AGREEMENTS.
11
APPORTIONMENTS
11.1
AS SOON AS REASONABLY PRACTICABLE AFTER AND IN ANY EVENT WITHIN ONE
MONTH OF COMPLETION THE VENDOR SHALL PROVIDE TO THE PURCHASER IN WRITING AN
APPORTIONMENT ("APPORTIONMENT STATEMENT") IN RESPECT OF THE BUSINESS AND ASSETS
BETWEEN PERIODS UP TO AND AFTER THE EFFECTIVE DATE (SUBJECT TO ANY EXPRESS
STATEMENT TO THE CONTRARY IN THIS AGREEMENT, THE FORMER TO BE FOR THE BENEFIT OF
OR THE RESPONSIBILITY OF THE VENDOR AND THE LATTER FOR THE BENEFIT OF OR THE
RESPONSIBILITY OF THE PURCHASER) OF:
11.1.1
ALL RECURRING OUTGOINGS, ACCRUALS AND EXPENSES OF THE