BEING SO ADVISED
BY HM REVENUE AND CUSTOMS AND THE PURCHASER SHALL PAY TO THE VENDOR BY WAY OF
ADDITIONAL CONSIDERATION A SUM EQUAL TO THE AMOUNT OF VAT DETERMINED BY HM
REVENUE AND CUSTOMS TO BE SO CHARGEABLE WITHIN 10 BUSINESS
14
DAYS OF THE VENDOR NOTIFYING THE PURCHASER OF THAT DETERMINATION (AND AGAINST
DELIVERY BY THE VENDOR OF AN APPROPRIATE TAX INVOICE FOR VAT PURPOSES). IF SUCH
DETERMINATION IS CAUSED
AS A DIRECT RESULT OF ANY ACT OR OMISSION BY THE
PURCHASER, INCLUDING NON-COMPLIANCE BY THE PURCHASER WITH ANY OF THE MATTERS
WARRANTED BY IT IN CLAUSE 8.4, THE PURCHASER SHALL INDEMNIFY THE VENDOR IN
RESPECT OF ANY PENALTIES, INTEREST OR OTHER PAYMENTS IMPOSED ON THE VENDOR BY HM
REVENUE AND CUSTOMS AS A RESULT OF VAT NOT HAVING BEEN CHARGED BY THE VENDOR IN
RESPECT OF THE SALE OF THE BUSINESS AND THE ASSETS UNDER THIS AGREEMENT.
8.7
THE VENDOR SHALL BE ENTITLED TO RECEIVE AND TO RETAIN FOR ITS OWN
BENEFIT ALL REIMBURSEMENT OR CREDIT FROM HM REVENUE AND CUSTOMS FOR VAT BORNE BY
THE VENDOR ON GOODS AND SERVICES SUPPLIED TO THE VENDOR OR ANY OTHER MEMBER OF
THE VENDOR'S GROUP PRIOR TO COMPLETION AND ANY PAYMENTS RECEIVED IN RESPECT OF
VAT OVERPAID TO HM REVENUE AND CUSTOMS PRIOR THERETO.
9
RISK AND INSURANCE
9.1
SUBJECT TO THE PROVISIONS OF THIS AGREEMENT, TITLE IN, AND RISK OF
LOSS OR DAMAGE TO, THE BUSINESS AND THE ASSETS SHALL PASS TO THE PURCHASER ON
COMPLETION.
9.2
NOTHING IN THIS AGREEMENT SHALL MAKE THE VENDOR OR ANY OTHER
MEMBER OF THE VENDOR'S GROUP LIABLE IN RESPECT OF ANYTHING DONE OR OMITTED TO BE
DONE AFTER COMPLETION BY ANY MEMBER OF THE PURCHASER'S GROUP IN RELATION TO THE
BUSINESS OR ASSETS OTHER THAN AS MAY BE SPECIFICALLY AGREED IN WRITING TO THE
CONTRARY BY THE VENDOR AND THE PURCHASER SHALL INDEMNIFY THE VENDOR AND ALL
MEMBERS OF THE VENDOR'S GROUP AND THEIR RESPECTIVE OFFICERS, EMPLOYEES,
REPRESENTATIVES, AGENTS AND PROFESSIONAL ADVISERS IN RESPECT OF ANYTHING SO DONE
OR OMITTED TO BE DONE AFTER COMPLETION.
9.3
FOR THE AVOIDANCE OF DOUBT, ALL INSURANCES RELATING TO THE
BUSINESS PREVIOUSLY PROVIDED BY ANY MEMBER OF THE VENDOR'S GROUP SHALL CEASE ON
COMPLETION, AND THE PURCHASER SHALL NOT BE ENTITLED TO THE BENEFIT OF ANY SUCH
INSURANCES AND SHALL MAKE ITS OWN INSURANCE ARRANGEMENTS IN RESPECT OF THE
BUSINESS AND ASSETS FROM COMPLETION.
10
LIABILITIES
10.1
THE VENDOR SHALL REMAIN RESPONSIBLE FOR AND SHALL PROMPTLY PAY,
DISCHARGE OR SATISFY ALL DEBTS PAYABLE BY THE VENDOR AND OTHER OBLIGATIONS AND
LIABILITIES ARISING FROM OR ATTRIBUTABLE TO THE CARRYING ON OF THE BUSINESS
BEFORE THE COMPLETION DATE WHICH ARE NOT EXPRESSLY ASSUMED BY THE PURCHASER
UNDER THIS AGREEMENT INCLUDING:
10.1.1
ALL LIABILITIES TO TRADE AND OTHER CREDITORS INCLUDING BANKS AND ALL
TAXATION LIABILITIES OF THE VENDOR;
10.1.2
ALL LIABILITIES AND OBLIGATIONS ACCRUED OR FALLING TO BE PERFORMED
UNDER THE SUPPLIER CONTRACTS UP TO THE COMPLETION DATE; AND
10.1.3
ALL CLAIMS MADE BY THIRD PARTIES ON