“Excluded Liabilities” all liabilities of the Unincorporated Charity (if any) arising as a result of any act or omission of any of the Unincorporated Charity Trustees, which such trustee(s) knew to be a breach of trust or breach of duty, or in respect of which such trustee(s) recklessly disregarded whether such act or omission was a breach of trust or breach of duty or not; “Freehold Premises” the freehold premises detailed in Part 1 of Schedule 4; “Funding Commitments” all grants, (non-contractual) funding agreements, covenants, legacies and other funding commitments of which the Unincorporated Charity has the benefit at or after the Transfer Date (including in particular but without limitation legacies taking effect after the Transfer Date); “Further Indemnity” the further indemnity in respect of Excluded Liabilities provided by the Company to the Unincorporated Charity Trustees under Clause 5; “Goodwill” the goodwill of the Unincorporated Charity in relation to the Charitable Undertaking, including the exclusive to carry on the Charitable Undertaking and be recognised as the successor charity to the Unincorporated Charity; “Indemnity” the indemnity in respect of the Liabilities provided by the Company to the Unincorporated Charity Trustees under Clause 4; “Investments” all investments of the Unincorporated Charity at the Transfer Date, excluding the Trading Company Shares; “IP Rights” all rights to use names, logos, marks and domain names, and all copyrights, database rights, know-how and other intellectual property rights of the Unincorporated Charity at the Transfer Date; “Landlord” the immediate landlord under a Lease;
In relation to the Leasehold Premises, unless and the further formalities referred to in Clause 10.1 are effected the provisions of Schedule 4 shall have effect. The Premises are held by or on trust for the Unincorporated Charity, a non-exempt unincorporated charity, and the transfer of them pursuant to this agreement will be one falling within section 36(9)(b) of the Act. The Premises will as a result of the transfer pursuant to this agreement be held by the Company, a non-exempt corporate charity, and the restrictions on disposition imposed by section 36 of the Act will to the Premises subject to section 36(9) of the Act. Trading Company Shares The Unincorporated Charity Trustees procure that the nominee holders of the Trading Company Shares shall execute stock transfer forms in favour of the Company. Pension Arrangements The Unincorporated Charity Trustees shall procure any changes necessary to the Pension Arrangements to ensure their continuity in the Company and to include employees and future employees of the Company. Permanent Endowment The Unincorporated Charity Trustees procure that the Company becomes the corporate trustee of the Permanent Endowment. Completion On the Transfer Date, completion of the Transfer take place and the Unincorporated Charity Trustees shall deliver to the Company: the tangible Assets referred to in Schedule 2; copies of all required consents obtained in respect of the transfer of Assets; all further transfers, assignments and other documents necessary to perfect the transfer of all the Assets other than Assets passing by physical delivery, in such form as the Company may reasonably request, together with all available documents of title relating to such Assets; all records of National Insurance and PAYE relating to the Employees duly completed and up to date; all other material books, records and documents of the Unincorporated Charity, relating to the Charitable Undertaking. As soon as reasonably practicable following the Transfer Date the Company shall notify all necessary third parties in writing of the completion and effect of this Transfer, including (as applicable) the Employees, the Landlords, lessees, donors, funders, accountants, banks, insurers, contracting third parties and volunteers.