ROYAL BANK OF SCOTLAND PLC FROM THE DUE DATE TO THE DATE OF ACTUAL
PAYMENT (BOTH DATES INCLUSIVE). ANY SUCH INTEREST SHALL BE PAYABLE UPON DEMAND
BEING MADE BY THE VENDOR TO THE PURCHASER.
4.7
FOR THE AVOIDANCE OF DOUBT, THE PURCHASER SHALL ASSUME THE RISK OF
NON-PAYMENT OF ANY OF THE DEBTS IN WHOLE OR IN PART AND THE PURCHASER
ACKNOWLEDGES THAT IT SHALL HAVE NO RIGHTS OR CLAIMS AGAINST THE VENDOR IN
RELATION TO ANY SUCH NON-PAYMENT.
4.8
IF AT ANY TIME AFTER THE EFFECTIVE DATE THE VENDOR RECEIVES ANY
SUMS BY WAY OF REPAYMENT OF ANY DEBT IT SHALL HOLD THE SAME AS TRUSTEE FOR THE
PURCHASER AND ACCOUNT TO THE PURCHASER FOR THE SAME AS SOON AS PRACTICABLE AFTER
SUCH RECEIPT.
5
COMPLETION
Completion shall take place at the offices of the Vendor's Solicitors (or such
other place as may be agreed by the Vendor and the Purchaser) immediately upon
execution of this Agreement when the Vendor and the Purchaser shall comply in
full with their respective obligations set out in clause 6.
6
COMPLETION OBLIGATIONS
6.1
THE FOLLOWING PROVISIONS WILL APPLY TO STOCK:
6.1.1
PRIOR TO COMPLETION THE VENDOR AND THE PURCHASER SHALL PROCURE THAT
A STOCK TAKE SHALL BE CARRIED OUT AT THE GAILEY PARK SITE FOR THE PURPOSE OF
IDENTIFYING THE STOCK, THE GENERIC STOCK AND THE PJ STOCK SITUATED AT THE GAILEY
PARK SITE AND SHALL JOINTLY PREPARE AND AGREE A STOCK STATEMENT SHOWING THE
AMOUNT AND BOOK VALUE OF EACH CATEGORY REFERRED TO ABOVE;
6.1.2
FOR THE AVOIDANCE OF DOUBT, NO ADJUSTMENT SHALL BE MADE TO THE
CONSIDERATION BY REFERENCE TO THE BOOK VALUE OF THE STOCK AS SHOWN IN THE STOCK
STATEMENT; AND
6.1.3
THE PURCHASER SHALL HAVE THE RIGHT UPON GIVING WRITTEN NOTICE TO
THE VENDOR WITHIN TWO BUSINESS DAYS OF COMPLETION TO PURCHASE FROM THE VENDOR
SUCH AMOUNT OF GENERIC STOCK AS THE PURCHASER MAY REQUIRE AT THE BOOK VALUE OF
SUCH STOCK AS IDENTIFIED IN THE STOCK STATEMENT AND PAYMENT FOR ANY GENERIC
STOCK PURCHASED SHALL BE MADE WITHIN 30 DAYS OF THE COMPLETION DATE.
6.2
ON COMPLETION:
11
6.2.1
THE VENDOR SHALL PERMIT THE PURCHASER TO TAKE POSSESSION OF THE
BUSINESS AND SHALL DELIVER OR CAUSE TO BE DELIVERED TO THE PURCHASER OR THE
PURCHASER'S SOLICITORS:
(A)
AT THE GAILEY PARK SITE SUCH OF THE ASSETS AS ARE CAPABLE OF BEING
TRANSFERRED BY DELIVERY;
(B)
THE RECORDS (IN SO FAR AS THEY ARE CAPABLE OF BEING SEPARATED FROM
ANY CONSOLIDATED RECORDS HELD BY THE VENDOR);
(C)
THE DISTRIBUTION AGREEMENT, DULY EXECUTED BY THE VENDOR;
(D)
THE IT/ACCOUNTING SUPPORT LETTER, DULY EXECUTED BY THE VENDOR;
(E)
DULY EXECUTED ASSIGNMENT IN THE APPROVED FORM OF THE PERFECT PIZZA
TRADE MARKS AND THE GINO'S PIZZA TRADE MARKS;
(F)
THE PJ SIDE LETTER, DULY EXECUTED BY PAPA JOHN'S INTERNATIONAL
INC;
(G)
A CERTIFIED COPY WRITTEN RESOLUTION OF THE VENDOR CHANGING ITS
NAME, IN THE APPROVED FORM;
(H)
(TO THE EXTENT NOT ALREADY DELIVERED PURSUANT TO CLAUSE 6.2.1(A))
ALL THE