BENEFIT OF THE SUPPLIER CONTRACT ON TRUST
FOR THE PURCHASER AND (SO FAR AS IT LAWFULLY MAY) AT THE PURCHASER'S COST GIVE
ITS REASONABLE ASSISTANCE TO THE PURCHASER TO ENABLE TO PURCHASER TO ENJOY THE
BENEFITS OF THE SUPPLIER CONTRACT AND TO ENFORCE ITS RIGHTS UNDER IT; AND
(B)
THE PURCHASER WILL (TO THE EXTENT THAT THE RELEVANT CONTRACT
PERMITS WITHOUT IT CAUSING A BREACH OF ITS TERMS) PERFORM THE SUPPLIER CONTRACT
IN ACCORDANCE WITH ITS TERMS AND CONDITIONS AS SUB-CONTRACTOR TO THE VENDOR.
14.4
IF IT IS UNLAWFUL OR PROHIBITED UNDER THE RELEVANT CONTRACT FOR THE
VENDOR TO HOLD THE BENEFIT OF THE SUPPLIER CONTRACT ON TRUST FOR THE PURCHASER
AND/OR FOR THE PURCHASER TO PERFORM THE SUPPLIER CONTRACT AS SUB-CONTRACTOR TO
THE VENDOR:
14.4.1
THIS AGREEMENT SHALL NOT CONSTITUTE A DECLARATION OF TRUST OVER THE
SUPPLIER CONTRACT AND/OR THE APPOINTMENT OR ATTEMPTED APPOINTMENT OF A
SUB-CONTRACTOR UNDER THE SUPPLIER CONTRACT (AS THE CASE MAY BE); AND
18
14.4.2
UNTIL SUCH SUPPLIER CONTRACT IS NOVATED OR ASSIGNED, THE VENDOR AND
THE PURCHASER SHALL EACH (AT THE COST AND EXPENSE OF THE PURCHASER) USE THEIR
REASONABLE ENDEAVOURS TO DO OR PROCURE TO BE DONE ALL SUCH FURTHER ACTS AND
THINGS AND EXECUTE OR PROCURE THE EXECUTION OF ALL SUCH OTHER DOCUMENTS AS MAY
BE NECESSARY IN ORDER (AS NEARLY AS MAY BE POSSIBLE) TO PUT THE VENDOR AND THE
PURCHASER IN THE POSITION IN WHICH THEY WOULD HAVE BEEN HAD THE BENEFIT AND
BURDEN OF THE SUPPLIER CONTRACT PASSED TO THE PURCHASER ON COMPLETION IN THE
MANNER CONTEMPLATED BY CLAUSE 14.1.
14.5
IF THE NECESSARY CONSENT OF A THIRD PARTY TO THE NOVATION OR
ASSIGNMENT OF ANY SUPPLIER CONTRACT IS REFUSED OR IS NOT GIVEN ON TERMS
ACCEPTABLE TO THE VENDOR AND THE PURCHASER WITHIN 60 BUSINESS DAYS AFTER
COMPLETION AND NO ALTERNATIVE ARRANGEMENTS HAVE BEEN MADE ON TERMS REASONABLY
ACCEPTABLE TO THE VENDOR AND THE PURCHASER WITHIN SUCH PERIOD TO ENABLE THE
PURCHASER TO RECEIVE THE BENEFITS OF THAT SUPPLIER CONTRACT, THEN THE PURCHASER
(SAVE IN RESPECT OF THE SPLIT CONTRACTS) MAY REQUIRE THE VENDOR TO SERVE NOTICE
TO TERMINATE THAT SUPPLIER CONTRACT IN ACCORDANCE WITH ITS TERMS OR THE VENDOR
(IN RESPECT OF ANY SUPPLIER CONTRACT) MAY ELECT TO SERVE SUCH A NOTICE AND THE
PURCHASER SHALL INDEMNIFY THE VENDOR IN RESPECT OF THE TERMINATION OF SUCH
SUPPLIER CONTRACT.
14.6
THE PARTIES RECOGNISE THAT THE SPLIT CONTRACTS RELATE BOTH TO
SERVICES PROVIDED IN RESPECT OF THE BUSINESS AND CERTAIN OTHER GOODS AND
SERVICES PROVIDED BY OR TO THE VENDOR AND/OR OTHER MEMBERS OF THE VENDOR'S GROUP
TO, OR BY, THE RELEVANT CUSTOMERS OR SUPPLIERS IN RESPECT OF THE EXCLUDED
BUSINESSES. ACCORDINGLY, THE PROVISIONS OF THIS CLAUSE 14 SHALL NOT APPLY TO THE
SPLIT CONTRACTS WHICH SHALL BE EXCLUDED FROM THE SALE AND REMAIN WITH THE
VENDOR. THE VENDOR AGREES AND ACKNOWLEDGES THAT FOR A TRANSITIONAL PERIOD OF UP
TO 6 WEEKS AFTER COMPLETION THE VENDOR WILL PLACE ORDERS (IF THE PURCHASER SO
REQUESTS) FOR THE PURCHASER WITH