DAQIA Sst.
paren ASH MAY 1994
wm ath WE
ence” mre
IAN GREEN
- and -
CLUB PUBLISHING LIMITED
AGREEMENT
relating to the purchase of
the business end assets of
“Club Publishing" together with
all publishing rights
Thecdore Goddard
150 Aldersgate Streat
London ECiA 4E7
il
(Ref: 368/1844,129)
(Tel: 071 606 8855) ill
CONTENTS
1. Interpretation
2. Sale and Purchase
3. Exclusions from Sale and indemnity
4. Consideration
5. Purchase Price
6. Completion
7. Warranties
8. Assets incapable of transfer
Ss. Employoes
10. General Provisions
FIRST SCHEDULE (The Employees)
SECOND SCHEDULE (The Assets)
THIRD SCHEDULE (The Warranties)
ral TREE ARBOU
ie R
madS
e on 2S tH May 1994
a1) ZAR GREEN (TRADING as “CLUB PUBLISHING")
Westcliff-on-Sea, Ess of 63a Kings
ex 880 < (the “Vendor"); and oad,
{2) CLUB PUBLISHING LIMITED incorporated in
number 2921254 England and wales with
(the Purchaser") .
NOW IT IS AGREED ag follows:
1. INTERPRETATION
2.1 In this Agreement and the Recitals and
the context the Sc hedules hereto unless
requires otherwise:
1.1.1 “the Assets" means all the assets
Third Schedule listed in the
used by the Vendor
Completion; in the Business at
1.1.2 “the Back Issues" means all issues of th @ Publications
issued up to and includ
ing the last issue (prior to the
date hereof) of aac h of the
respective Publications:
1.1.3 “the Business" moans the business hereto fore carried on
the Vendor of the publication by
Publications
and distribution of the
including the Property,
agreed to be sold unde xights and assets
r this Agreement;
1.1.4 "Business Day” means a Gay which
Sunday or is not a Saturday or
a bank or ether public
holiday in Eng. land;
"the Business Information” means all material information
relating to the conduct
of the
1.1.6 “Completion” means completion of the obligations
under of the
in accordance with the
Clause 6; provisions of
1.1.7 "Completion Date" means the date on which
take place Completion is to
pursuant to Clause 6;
1.1.8 “the Consideration Shares" the 488 Ordinary
each in the capital Shares of £1
of the Company;
1.1.9 “the Contracts" the contracts for
advertising the supply of
entered into from time
Publishing;
to time by Club
1.2.20 “the Employees" means the employees of the Vendor whose
Ranes are set out in the First Schedule;
1.1.11 “the Goodwill" means the goodwill of the Business as
carried on by ths Vendor together with
the exclusive right
for the Purchaser to represent itself as carrying on the
Business in succesgion to the Vendor;
“the Property Licence” means the agreement of even date in
relation to premises at Boscombe House, Boscombe Road,
Southend-on-Sea, Essex 852 53D entered into betwaen
Tan Green and Club Publishing Limited;
“the Publications" means the listing magazi
ne “Good Times"
(South East Essex) and the "“Club-to-Club" Directories
(Club Copthorne and Club Kingswood) ;
“the Publishing Rights” means the publication and
distribution rights to and in respect of the Publications
including, without prejudice to the generality of the
foregoing, all designs, loges, copyrights, trade marks and
trade names and the right to use the same te the exclusion
of the Vendor;
1.1.15 "the Purchase Price" means £12,000;
1.1.16 "Stock and Work-in-Progress" means Back Issues,
stock-in-trado, work-in-progress, stocks of raw materials,
fuel and stores used in the Business whether on order, in
transit or in stock wherever held;
2.1.17 "tax" ox “taxation” shall include all taxes, levies,
imposte and duties of whatsoever nature whenever imposed
and without prejudice to the generality of the foregoing
shall include:
2.1.17.21 within the United Kingdom, income tax,
corporation tax, advance corporation tax,
capital gaing tax, the charge under
section 601(2) of the Taxes Act 1988, value
added tax, Curtoms and Excise duties, amounts
Corresponding to any corporation tax or income
tax or advance corporation tax, inheritance tax,
National Insurance contributions, stamp duty and
stamp duty reserve tax;
1.2.17.2 outside the United Kingdom, all taxes including
identical of substantially similar taxes to
those referred to at Clause 1.1.17.1 above
together with all other taxes on gross and net
income, profits or gaine, receipts, sales, use,
Occupation, franchise, value added, personal
Property and other taxes, levies, imposts,
duties, charges or withholdings of any nature
whatsoever; and
1,1.17.3° all penalties, charges, costs and interest
included in or xvelating to any tax assessment
regardless of whether such taxes, penalties, changes,
costs and interest are directly or Primarily chargeable
against or attributable to the Vender or any other persona
and regardless of whether the Vendor hag cr may have any
vight of reimbursement against any other person;
1.1.18 “Taxes Act 1988" meane the Income and Corporation Taxes
Act 1988;
1.1.19 “the Transfer Date" means the date hereof;
1.1.20 “the Transfer Regulations" means the Transfer of
Undertakings (Protection of Employment) Regulations 1981;
1.1.22 “the VATA" means the Value Added Tax Act 1983;
1.1.22 "VAT" means value added tax;
1.1.23 “the Vendor" includes his successors in title or personal
representatives as the case may be;
1.1.24 “the Warranties" means the warranties, representations and
undertakings specified in the Third Schedule;
1.1.25 reference to a document as “in the agreed terms" means
that document in a form agreed and a copy of which has
been initialled for the purposes of identification by or
on behalf of the parties hereto:
2.1.26 references to any statutory provision include any
re-enactment ox statutory modification or extension
therect (whether before or after the date hereof) and any
statutory provision of which the provision referred to ig
& xyo-enactment (whether with or without modification) and
also include any orders, regulations, instruments or other
subordinate legislation made under the statutory provision
referred to;
1.1.27 the masculine gender includes the feminine and neuter and
the singular number includes the plural and vice versa;
1.1.28 references to Clauses, sub-Clauses and Schedules ere
xeferences to clauses and sub-clauses of and schedules to
this Agreement;
1.1.29 words end phrases the definitions of which are contained
or referred to in Part XXVI of the Companies Act 1985
shall be construed as having the meaning thereby
attributed to them;
1.1.30 “agreement” includes a concession, contract, deed,
franchise, .icence, treaty or undertaking and any waiver
or xelease (in each case whether oral, written, implied or
ariging by operation of Law);
2.1.31 the "assets" of any person meang the whole
or part of its
business, undertaking, property, assets, xights and
revenues (including any right to receive revenues) ;
-3- 52334
4.1.32 “encumbrance* includes any interest or equity of any
person (including, without prejudice to the generality of
the foregoing, any right to acquire, option or right of
pre-emption) or any mortgage, charge, pledge, lien,
assignment, hypothecation, security interest, title
retention, letter of inhibition, standard security and
floating charge or any other security agreement or
arrangement;
1.1.33 “pergon" includes any individual, company, corporation,
firm, partnership, joint venture, association,
Organisation or trust (in each case whether or not having
separate legal personality) and references to any of the
same shall indicate a reference to the others.
The Schedules hereto form part of and are incorporated in this
Agreement.
Headings and sub-headings are included for ease of reference only
and shall not affect the interpretation of this Agreement.
SALE AND PURCHASE
Subject te the texms and conditions of this Agreement the Vendor as
beneficial owner shall sell and the Purchaser relying upon the
Warranties and upon the indemnities by the Vendor horein contained
shall purchase as a going concern as at and from the date hereof
free from all encumbrances for the Purchase Price:
2.1.1 the Assets;
2.1.2 the Goodwill;
2.1.3 the Publishing Rights;
2.1.4 the benefit (subject to the burden) of the Contracts;
, 2.1.5 all Stock and Work~in-Progress;
2.1.6 all book and other debts in respect of the Business
belonging to the Vendor at the Transfer Date;
2.1.7 the Business Information. If there are other books and
records which also are or prove
the to be relevant to
assets being sold or to the obligations being assum
ed by
the Purchaser hereunder the Purchaser
shall have the right
to examine the same at all reasonable timea and to make
copies thoreof or take extracts therefrom.
2.2 All property in and title to and risk in the assets hereby agroed
to be sold shall pass to the Purchaser on Completion.
. i | 2.3 The Purchaser shall not take over or assume any liabi
" lities of the
Business save os expressly provided for in this Agree
ment.
There shall be excluded from the sale and purchase hereb
any assets y effected
not specifically included Pursuant
to Clauss 3 an@, fer
the avoidance of doubt all Creditors
and all other liabjlities of
whatsoever nature (including, without limitation, any liability to
tax) whensoever arising in relation
to any of the operations of the
Business up to the Transfer Date.
3.2 The Vendor hereby agrees and undertakes to indemnify the Purchaser
against any action, ¢laim, demand, proceeding, expenses, charges or
liability {including costs) which the Purchaser may have brought
against it in respect of the Operation of the Business prior
date hereof, to the
in. luding, without limitation, any liability arising
o 1 of the Vendor‘'s partnership with Bernard Dare and David Bennett.
CONSIDERATION
The Purchase Price for the assets Of the Vendor set
out in Clause 2
to be sold and purchased hereunder shall be satisfied by the
allotment and issue to the Vendor of the Consideration Sharas.
PURCHASE PRICE
The Purchase Price for the Goodwill, the Publishing Rights and the
other assets of the Vendor set out in Clause 2.1 to be sold and
purchased hereunder shall be the Purchase Price which shall he
apportioned as follows:
£
$.1.2 the Goodwill 10,000
§.1.2 all other assets hereby 2,000
agroed to he sold
12,000
5.2 The Vendor undertakes with the Purchaser that it will forthwith
upon Completion apply to H.M. Cuatoms & Excise for confirmation
that Article 5 of the Value Added Tax (Special Provisions)
Order 1992 (“Article 5") applies to the sale of assets pursuant to
this Agreement and the parties shall uge their best endeavours to
ensure that such confirmation is given.
5.3 in the event that Article 5 is not so applicable, the Purchaser
shall forthwith pay to the Vendor an amount equal to the VAT due at
the appropriate rate in respect of the sale of assets pursuant to
this Agreement and ghall indemnify the Vendor in respect of all
fines, ponaltics and interest incurred by tha Vendor as a result of
the failure of the Vendor to charge and of the Purchaser to pay
VAT, provided that:
§.3.1 the Purchaser shall be entitled on behalf of the Vendor
but at the Purchaser's sxponse to conduct all
correspondunce and proceedings in relation to the payment
of such VAT; and
-5- 52334
5.3.2 in the event that the Purchaser shall pay VAT which is
l subsequently recovered by the Vendor any supplement repaid °
: to the vendor shall be paid over to the Purchaser
forthwith,
.
6. COMPLETION |
6.1 Completion shall take place forthwith at the offices of Theodore
Goddard at 150 Aldersgate Street, London ECIA 4EU.
6.2 On Completion:
4 6.2.1 the Purchaser shall be entitled to delivery and/or
A - possession (wherever the same may be situated) of all
| 4 items comprised in the Assets and all documents of title
velating thereto; \.
6.2.2 the Vendor shall deliver to the Purchaser:
i
i
I
6.2.2.1 all xequisite transfers, assignments and i.
novations of the assets (other than the :
Properties and assets passing by physical
delivery) hereby agreed to be sold, together
with the documents of title thereto; Ls
| 6.2.2.2 the Business Information, all original documents |
relating to the Intellectual Property, all |
fe correspondence and accounting, stock and other
records of the Vendor relating to the Business
6.2.2.3 all other physical assets hereby agreed to be
oe sold. '
: §.3 On Completion the Vendor and the Purchaser shall enter into the
Property Licence.
i
| 6.4 This Agreement shall notwithstanding Completion remain in full
force and effect in regard to any of the Provisions remaining to be |
performed or carried into effect and (without prejudice to the .
generality of the foregoing) in regard to all obligations,
|
guarantees, representations, undertakings and warranties contained
herein or in any Schedule.
*, | j 7. SEARR. s
| 7.4 As ao condition of this Agreement the Vendor HEREBY AGREES _ AND
UNDERTAKES WITH AND WARRANTS to the Purchaser in the terms of the |
Third Schedule. .
} 7.2 The Warranties specified in each paragraph of the Third Schedule
| shall be scparate and independent and save as expressly provided
a shall not be limited by reference to or inference frem any other
, paragraph or anything in this Agreement.
j 8. ASSETS INCAPABLE
_OF TRANSFER
. 1 L i 8.1 The Vendor shall use its best endeavours to obtain at its cost and «
expense any necessary consent of any person not a party hereto to
the transfer to the Purchaser of the Business as a going concern
which is necessary to vent in the Purch
aser full right and title to
and enjoymunt of any of the assets of
the Business hereby agreed to
be sold.
8.2 Insofar as any consent or sanction of any third party is required
to the transfer of any of the asset
s of the Business {including but
without prejudice to the generality of the foregoing the assets
referred to in Clause 2 hexeof) and such consent or ganction shall
not have been received to the satisfaction of the Purchaser at
Completion but the parties nonetheless
agree to complete then:
8.2.1 nothing in this Ayreement shall be deemed to operate as
such a@ transfer or assignment as would Give rise to any
termination or forfeiture of any benefit, right or
interest to any person in any of the said assets;
8.2.2 until such time as such consent or sanction
is received to
the satisfaction of the Purchaser the Vendor shall be
deemed to be holding the relevant assets and the benefit
thereof in trust for tho Purchaser provided that the
Purchaser shall have the right to perform, in place of the
, Vendor, any contract as sub-contractor, agent, licensee or
sub-licensee (as the case may be) to the extent that such
performance may be permitted by any such
contract;
8.2.3 until such time as such consent or sanction is received to
the satisfaction of the Purchaser the
Vendor shall (so far
as it lawfully may do se) act under the direction of the
Purchaser in all matters relating to such orders and
contracts for so long as the Vendor is required and
authorised go to do by the Purchaser;
8.2.4 in the event of any such consent or sanction being refused
an respect of subsisting contracts, engagements,
instructions to proceed or orders then this Agreement
shell be null and void insofar as it relates to any such
item which shall thereupon he deemed to have been excluded
from the sale and purchase hereunder in which ovent the
Purchase Price shall (save in the case of contracts,
engagements, instructions to proceed and orders which are
not, aither individually or collectively, material to the
viability of the Buginess as a going concer
n) be adjusted
in such manner as is equitable PROVIDED THAT adjustment to
the Purchase Price shall only be made if the Purchaser can
show that financial detriment has been or is likely to be
suffered by the Purchaser,
9. EMPLOYEES
9.1 The Purchaser and the Vendor acknowledge
that the transfer of the
Business pursuant to this agreement const
itutes a relevant transfer
of the whole of the undertaking of the
Vendor for the purposes of
the Transfer Regulations,
9.2 The Vendor confirms that the Employees are all the anployeas
employed in the Business at the date hereof and agrees that no
other person will be employed in the Business before the Transfer
Date and except with the prior written consent of the Purchaser the
Vendor will not dismige any of the Employees or give notice of
dismissal to them or any of thom,
This Agreement (together with any documents referred to herein)
constitutes the whole agreement between the parties hereto and no
modification, variation or amendment of this Agreement shall be
effective unless such modification, variation or amendment is in
writing and has been signed by or on behalf of all the parties
hereto.
20.2 Further Assurance
At any time after Completion the Vendor shall, at the request and
(save as otherwise provided herein) cost of the Purchaser, execute
such documents and do such acts and things as the Purchaser may
reasonably require to carry out the terms of this Agreement and to
vest in the Purchaser the property, assets and goodwill hereby
agreed to be sold and to give the Purchaser the full benefit of all
the provisions of this Agreement.
10,3 Counterparts
This Agreement may be entered into in any number of counterparts
and by the parties to it as separate counterparts, each of which
when so executed and delivered shall be an original, but all the
counterparts shall together constitute one and the samo agreement.
10.4 Governing Law and Jurisdiction
This Agreement shall be governed by English law and the parties
hereto hereby submit to the non-exclusive jurisdiction of the
English courte.
IN WITNESS whereof the hands of the parties hereto or their duly
authorised representatives the day and year first before written.
~B- 52334
RIDER 2
Clause 12
It is hereby certified that the transaction hereby effected does not form
part of a larger transaction or of a series of transactions in respact of
which the amount or value or the aggregate amount or valve of the
consideration referable to these assets liable to stamp duty exceeds
Ss
£60,000.
a)
Salary
Diana Barnes Full time secretary £5,200 per annum
Catherines Cooper YTS Youth trainee £1,820
{employer
contribution)
$2334
Pescription Value
Assets Apple Stylewriter II Printer £160
Work in Member to Member Directory - Club Kingswood
Brogress ~ Copthorne - The Club
GoodTimes Issue 5
Book debts £10,000
- tO - $2434
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