BUSINESS; AND
11.1.2
THE AMOUNT OF ALL OUTSTANDING DEPOSITS AND PREPAYMENTS (IF ANY)
RECEIVED BY THE VENDOR
UP TO THE EFFECTIVE DATE IN RESPECT OF THE BUSINESS AND
THE AMOUNT OF ALL OUTSTANDING PAYMENTS IN ADVANCE (IF ANY) PAID BY THE VENDOR
UP TO THE EFFECTIVE DATE IN RESPECT OF THE BUSINESS
following which the Vendor and the Purchaser shall consult together with a view
to agreeing the content of the Apportionment Statement.
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11.2
ALL SUMS PAYABLE IN RESPECT OF THE TRANSFERRING EMPLOYEES
(INCLUDING SALARIES, PENSION CONTRIBUTIONS, ACCRUED HOLIDAY PAY, NATIONAL
INSURANCE AND PAYE) ARE TO BE APPORTIONED AS PART OF THE APPORTIONMENT STATEMENT
WITH EFFECT FROM THE EFFECTIVE DATE SO THAT ALL SUMS RELATING TO THE PERIOD UP
TO AND INCLUDING THAT DATE ARE THE RESPONSIBILITY OF THE VENDOR AND ALL SUMS
RELATING TO THE PERIOD FROM THE EFFECTIVE DATE ARE THE RESPONSIBILITY OF THE
PURCHASER.
11.3
UPON AGREEMENT OF ALL THE MATTERS REFERRED TO IN CLAUSES 11.1 AND
11.2:
11.3.1
THE APPORTIONMENTS SHALL BE NETTED OFF AS APPROPRIATE; AND
11.3.2
ANY SUMS DUE BY ONE PARTY TO THE OTHER PARTY AS A CONSEQUENCE OF THE
ABOVE SHALL BE PAID IN FULL WITHIN 5 BUSINESS DAYS OF SUCH AGREEMENT.
11.4
IF THE VENDOR AND THE PURCHASER SHALL HAVE FAILED TO AGREE THE
APPORTIONMENT STATEMENT WITHIN 20 BUSINESS DAYS AFTER THE COMPLETION DATE:
11.4.1
THE VENDOR OR THE PURCHASER (AS THE CASE REQUIRES) SHALL WITHIN 5
BUSINESS DAYS THEREAFTER MAKE A PAYMENT OF THE MINIMUM AMOUNT WHICH WOULD BE DUE
FROM THE ONE TO THE OTHER, ACCORDING TO THAT PART OF THE APPORTIONMENT STATEMENT
WHICH IS UNDISPUTED (IF ANY), BUT IF THE DISPUTED ITEMS COULD RESULT IN A
PAYMENT EITHER WAY, NO PAYMENT SHALL BE MADE AND ANY BALANCE (OR THE WHOLE
PAYMENT IF NO MINIMUM PAYMENT HAS BEEN MADE) SHALL BE PAID WITHIN 5 BUSINESS
DAYS OF THE RESOLUTION OR DETERMINATION OF THE DISPUTE; AND
11.4.2
THE MATTER(S) IN DISPUTE MAY BE REFERRED AT THE INSTANCE OF THE
VENDOR OR THE PURCHASER TO AN EXPERT FOR DETERMINATION IN ACCORDANCE WITH CLAUSE
21.
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CONSENTS FOR TRANSFER OF CERTAIN BUSINESS ASSETS
12.1
SUBJECT TO CLAUSE 12.2 THE PURCHASER SHALL USE ALL REASONABLE
ENDEAVOURS AFTER COMPLETION TO OBTAIN AT ITS OWN COST AND EXPENSE ALL SUCH
CONSENTS (IF ANY) AS MAY BE NECESSARY FOR THE TRANSFER OF THE ASSETS TO THE
PURCHASER WITH EFFECT FROM THE EFFECTIVE DATE AND THE VENDOR DECLARES ITSELF,
WITH EFFECT FROM THE EFFECTIVE DATE, TRUSTEE FOR THE PURCHASER IN RESPECT OF ALL
SUCH ASSETS UNTIL THE SAME SHALL, WITH ANY NECESSARY CONSENTS FROM THIRD
PARTIES, HAVE BEEN FINALLY ASSIGNED TO THE PURCHASER. THE VENDOR UNDERTAKES THAT
UNTIL COMPLETION OF SUCH ASSIGNMENTS IT WILL WITH EFFECT FROM THE COMPLETION
DATE, AT THE WRITTEN REQUEST AND EXPENSE OF THE PURCHASER, ACT IN ACCORDANCE
WITH THE REASONABLE DIRECTIONS OF THE PURCHASER IN ALL MATTERS RELATING TO SUCH
ASSETS PROVIDED THAT THE PURCHASER SHALL FULLY AND EFFECTIVELY INDEMNIFY THE
VENDOR AND ALL OTHER MEMBERS OF THE VENDOR'S GROUP