Share Purchase Agreement - Template, Sample Form Online Pro · UK-law
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SHARE PURCHASE AGREEMENT
This Agreement is made on ________
PARTIES
(1) ________ incorporated and registered in England and Wales with company number ________ whose registered office is at:
________ (the Seller); and
(2) ________ incorporated and registered in England and Wales with company number ________ whose registered office is at:
________ (the Buyer).
The Seller and the Buyer are together referred to as the parties and each a party.
BACKGROUND
(A) ________ is a company limited by shares incorporated and registered in England and Wales with company number ________ (the Company) and, at the date of this agreement, has an issued share capital of \u00a3________ divided into ________ ordinary shares of \u00a3________ each, of which ________ have been issued and are fully paid (or credited as fully paid) and are registered in the name of the Seller.
(B) The Company is the legal and beneficial owner (directly or indirectly) of the entire issued share capital in each of the following companies:
________
The Subsidiaries listed above are the only subsidiaries of the Company.
(C) The Seller has agreed to sell, and the Buyer has agreed to buy, the Sale Shares on the terms and subject to the conditions of this agreement.
AGREED TERMS
1. INTERPRETATION
1.1 The following definitions and rules of interpretation apply in this agreement (unless the context otherwise requires).
Definitions
Accounts: the audited financial statements of the Company and each Subsidiary for the accounting reference period ended on the Accounts Date.
Accounts Date: ________.
Business: the business carried on by the Company at Completion.
CA 2006: the Companies Act 2006.
Claim: a claim by the Buyer for any breach of any of the Warranties.
Agreed Form: in relation to any document, the form of that document agreed by the parties and initialled by them or on their behalf for the purposes of identification.
Business Day: a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.
Buyer's Group: the Buyer, its subsidiaries and holding companies from time to time and any subsidiary of any such holding company.
Buyer's Solicitors: ________ of
________
Completion: completion of the sale and purchase of the Sale Shares in accordance with this agreement.
Completion Date: the date on which Completion takes place, being ________.
Disclosure Letter: the letter and any attachments dated ________ from the Seller to the Buyer disclosing matters in relation to the Warranties.
Encumbrance: any mortgage, charge (whether fixed or floating), pledge, lien, option, right of pre-emption, right of retention of title or any other form of security or encumbrance, or any obligation (including a conditional obligation) to create any of them.
Management Accounts: the unaudited management accounts of the Company for the period from the Accounts Date to the date specified in the Disclosure Letter.
Properties: the properties listed in Schedule 4.
Purchase Price: the consideration for the Sale Shares set out in clause 3.
Revenue: HM Revenue & Customs and any other national, regional or local fiscal, tax or revenue authority, whether in the United Kingdom or elsewhere.
Sale Shares: the ________ ordinary shares of \u00a3________ each in the capital of the Company, comprising the whole of the issued share capital of the Company, listed below:
________
Seller's Solicitors: ________ of
________
Subsidiaries: the subsidiaries of the Company listed in Recital (B).
Tax or Taxation: all forms of taxation, duties, levies, imposts and social security charges, including corporation tax, income tax, VAT, NICs, SDLT, stamp duty and any interest, penalty, surcharge or fine in connection with any such taxation.
Warranties: the warranties given by the Seller pursuant to clause 5 and set out in Schedule 3.
1.2 Clause and Schedule headings do not affect the interpretation of this agreement, and references to clauses and Schedules are to the clauses of and Schedules to this agreement.
1.3 This agreement shall be binding on, and enure for the benefit of, the parties and their respective successors and permitted assigns, and references to a party include that party's successors and permitted assigns.
1.4 A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.
1.5 A reference to a holding company or a subsidiary means a holding company or a subsidiary (as the case may be) as defined in section 1159 of the CA 2006.
1.6 Unless expressly provided otherwise, a reference to writing or written includes email.
1.7 Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms.
1.8 A reference to a statute or statutory provision is a reference to it as amended, extended, consolidated or re-enacted from time to time on or before the date of this agreement, and includes all subordinate legislation made under that statute or statutory provision in force at the date of this agreement.
2. SALE AND PURCHASE
2.1 On the terms of this agreement, the Seller shall sell and the Buyer shall buy the Sale Shares with full title guarantee, free from all Encumbrances and together with all rights that attach (or may in the future attach) to them including the right to receive all dividends and distributions declared, made or paid on or after the date of this agreement.
2.2 The Seller waives any rights of pre-emption over any of the Sale Shares conferred on it by the articles of association of the Company or in any other way.
2.3 The Buyer is not obliged to complete the purchase of any of the Sale Shares unless the purchase of all the Sale Shares is completed simultaneously.
3. PURCHASE PRICE
3.1 The consideration for the sale of the Sale Shares is \u00a3________ (the Purchase Price), which shall be paid by the Buyer in cash at Completion in accordance with clause 4.
3.2 Any payment made by the Seller in respect of any Claim shall be treated as a reduction in the Purchase Price by the amount of such payment.
4. COMPLETION
4.1 Completion shall take place on the Completion Date at the offices of the Buyer's Solicitors at:
________
or at such other place or in such other manner as the parties may agree in writing.
4.2 At Completion the Seller shall deliver or cause to be delivered to the Buyer the documents and evidence set out in Schedule 2 and shall comply with its other obligations set out in this clause and that Schedule, including:
________
4.3 Subject to the Seller complying with clause 4.2 and Schedule 2, the Buyer shall at Completion:
4.3.1 pay the Purchase Price by electronic transfer of immediately available funds to the client account of the Seller's Solicitors (whom the Seller irrevocably authorises to receive the same), and payment made in accordance with this clause shall constitute a good and valid discharge of the Buyer's obligation to pay the Purchase Price; and
4.3.2 deliver to the Seller a signed acknowledgement of the Disclosure Letter and a certified copy of the resolutions of the board of directors of the Buyer authorising the execution and delivery of this agreement and any documents to be delivered by the Buyer at Completion.
5. WARRANTIES
5.1 The Seller warrants to the Buyer that each Warranty is true, accurate and not misleading at the date of this agreement.
5.2 The Seller acknowledges that the Buyer is entering into this agreement in reliance on each Warranty.
5.3 Each of the Warranties is a separate and independent warranty and shall not be limited by reference to any other Warranty or by anything in this agreement, except as expressly provided.
5.4 The Warranties are qualified by, and only by, the matters fairly disclosed in the Disclosure Letter, and the Buyer shall have no claim under the Warranties in respect of any matter so disclosed.
5.5 The Seller agrees not to make any claim against the Company, or against any director or employee of the Company, on which it may have relied in agreeing to any term of this agreement or any statement in the Disclosure Letter, except in the case of fraud.
6. LIMITATIONS ON CLAIMS
6.1 The aggregate liability of the Seller for all Claims shall not exceed \u00a3________.
6.2 The Seller shall not be liable for a Claim unless the Buyer has given the Seller written notice of the Claim, summarising the nature of the Claim (so far as it is known to the Buyer) and, so far as reasonably practicable, the amount claimed:
6.2.1 in the case of a Claim under the Tax Warranties, on or before the seventh anniversary of Completion; and
6.2.2 in any other case, on or before the second anniversary of Completion.
6.3 Nothing in this clause 6 applies to a Claim that arises or is delayed as a result of dishonesty, fraud, wilful misconduct or wilful concealment by the Seller or its agents or advisers.
7. TAX COVENANT
The Seller covenants with the Buyer in the terms set out below in respect of Taxation of the Company:
________
8. POST-COMPLETION RESTRICTIONS ON THE SELLER
8.1 The Seller covenants with the Buyer that it shall not (whether directly or indirectly, and whether on its own behalf or on behalf of, or jointly with, any other person):
8.1.1 at any time during the period of ________ months following Completion, in any geographic area in which the Business is carried on at Completion, carry on or be engaged, concerned or interested in any business which competes with the Business as carried on at Completion;
8.1.2 at any time during the period of ________ months following Completion, canvass, solicit or otherwise seek the custom of any person who has been a client or customer of the Company at any time during the period of 12 months prior to Completion; or
8.1.3 at any time during the period of ________ months following Completion, solicit or entice away, or attempt to solicit or entice away, from the Company any person who is at Completion employed or engaged by the Company.
8.2 Each of the covenants in clause 8.1 is a separate undertaking by the Seller and shall be enforceable by the Buyer separately and independently. The parties agree that each such covenant is reasonable and necessary to assure to the Buyer the full value and benefit of the Sale Shares, the Business and the goodwill of the Company.
9. CONFIDENTIALITY AND ANNOUNCEMENTS
9.1 Except as required by law or by any court or regulatory authority of competent jurisdiction:
9.1.1 the Seller shall not at any time disclose to any person (other than its professional advisers) the terms of this agreement or any trade secret, know-how or other confidential information relating to the Company or the Buyer, nor make any use of such information other than to the extent necessary to perform its obligations under this agreement; and
9.1.2 neither party shall make, or permit any person to make, any public announcement, communication or circular concerning this agreement without the prior written consent of the other party.
9.2 Notwithstanding clause 9.1, the Buyer may at any time after Completion announce its acquisition of the Sale Shares to any employees, clients, customers or suppliers of the Company or of any member of the Buyer's Group.
10. FURTHER ASSURANCE
At its own expense, the Seller shall (and shall use reasonable endeavours to procure that any relevant third party shall) promptly execute and deliver such documents and perform such acts as the Buyer may reasonably require from time to time for the purpose of giving full effect to this agreement.
11. ASSIGNMENT
No party shall assign, transfer, mortgage, charge, declare a trust over or deal in any other manner with any or all of its rights and obligations under this agreement without the prior written consent of the other party.
12. ENTIRE AGREEMENT
12.1 This agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
12.2 Each party acknowledges that in entering into this agreement it does not rely on, and shall have no remedies in respect of, any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this agreement. Nothing in this clause shall limit or exclude any liability for fraud.
13. VARIATION AND WAIVER
13.1 No variation of this agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
13.3 Except as expressly provided in this agreement, the rights and remedies provided under this agreement are in addition to, and not exclusive of, any rights or remedies provided by law.
14. NOTICES
14.1.1 Buyer: ________
14.1.2 Seller: ________
14.2 Any notice shall be deemed to have been received:
14.2.1 if delivered by hand, at the time the notice is left at the proper address;
14.2.2 if sent by pre-paid first class post or other next working day delivery service, at 9.00 am on the second Business Day after posting; and
14.2.3 if sent by email, at the time of transmission, or, if such time falls outside business hours in the place of receipt, when business hours resume.
14.3 This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.
15. SEVERANCE
If any provision or part-provision of this agreement is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted, and any such modification or deletion shall not affect the validity and enforceability of the rest of this agreement.
16. THIRD PARTY RIGHTS
Except as expressly provided, a person who is not a party to this agreement shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this agreement.
17. GOVERNING LAW AND JURISDICTION
17.1 This agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of England and Wales.
17.2 Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this agreement or its subject matter or formation.
This agreement has been entered into on the date stated at the beginning of it.
SCHEDULE 1
PARTICULARS OF THE COMPANY
|
Registered name:
|
________
|
|
Place of incorporation:
|
England and Wales
|
| Issued share capital: | \u00a3________ |
|
Registered shareholders (and number of Sale Shares held):
|
________ ________ |
|
Directors: |
________ |
|
Accounting reference date:
|
________
|
| Registered charges: | ________ |
SCHEDULE 2
SELLER'S COMPLETION OBLIGATIONS
COMPLETION DOCUMENTS
At Completion, the Seller shall deliver or make available to the Buyer:
(1) a duly executed transfer of the Sale Shares, in the Agreed Form, in favour of the Buyer;
(2) the share certificates for the Sale Shares or an indemnity in the Agreed Form in respect of any lost or missing certificates;
(3) the statutory registers, minute books and other records that the Company and each Subsidiary is required to keep under the CA 2006, in each case properly written up as at the Completion Date, together with the common seals (if any), certificates of incorporation and any certificates of incorporation on change of name for the Company and each Subsidiary;
(4) duly executed letters of resignation, in the Agreed Form, from each of the directors and the company secretary of the Company resigning from their offices;
(5) where applicable, a copy of the resignation of the Company's auditor, including the statement required by section 519 of the CA 2006, the original having been deposited at the Company's registered office;
(6) in respect of any charge, guarantee or other security given by the Company, a discharge or release in the Agreed Form duly executed by the relevant lender or charge holder and, where applicable, a duly completed and executed Form MR04;
(7) the Disclosure Letter, duly executed by the Seller;
(8) all papers and other documents relating to the Company that are in the Seller's possession or control;
(9) signed minutes, in the Agreed Form, of the board meeting of the Company held pursuant to this Schedule 2;
(10) a certified copy of the resolutions adopted by the board of directors of the Seller, in the Agreed Form, approving the execution and delivery of this agreement and any other documents to be delivered by the Seller at Completion; and
(11) a letter, in the Agreed Form, from the Seller confirming that it has ceased to be a registrable person or registrable relevant legal entity (within the meaning of sections 790C and 790L of the CA 2006) in relation to the Company.
COMPLETION BOARD MEETING
At Completion the Seller shall procure that a board meeting of the Company is held at which the matters set out in the Agreed Form board minutes are transacted.
SCHEDULE 3
WARRANTIES
1. POWER TO SELL THE COMPANY
(I) The Seller has full power and authority to enter into and perform this agreement and any documents to be executed by it at Completion, which when executed will constitute valid and binding obligations on the Seller in accordance with their respective terms.
(II) The execution and delivery of this agreement and the documents to be executed at Completion, and the performance of the obligations under them, will not breach or constitute a default under any provision of the constitutional documents of the Seller, or any order, judgment or decree of any court or governmental authority by which the Seller is bound.
2. SHARES IN THE COMPANY
(I) The Sale Shares constitute the whole of the allotted and issued share capital of the Company and are fully paid or credited as fully paid.
(II) The Seller is the sole legal and beneficial owner of the Sale Shares and is entitled to transfer the legal and beneficial title to the Sale Shares to the Buyer free from all Encumbrances without the consent of any other person.
(III) No person has the right to require the transfer, creation, issue or allotment of any share, loan capital or other security of the Company (or any rights or interests in them), and no person has agreed to confer or claim any such right.
(IV) No Encumbrance has been granted to any person or otherwise exists over the Sale Shares or any unissued shares, debentures or other securities of the Company, and no commitment to create any such Encumbrance has been given, nor has any person claimed any such right.
(V) The Company:
(a) does not own, and has not agreed to acquire, any shares, loan capital or other security or interest in any company (other than the Subsidiaries);
(b) is not, and has not agreed to become, a member of any partnership, joint venture, consortium or other unincorporated association (other than a recognised trade association); and
(c) has no branch, agency or permanent establishment outside England and Wales.
(VI) The Company has not at any time purchased, redeemed, reduced, repaid or forfeited any of its share capital.
3. CORPORATE DOCUMENTS
(I) A copy of the memorandum and articles of association of the Company has been Disclosed, and such copy documents are true, accurate and complete.
(II) All returns, particulars, resolutions and other documents that the Company is required by law to file with, or deliver to, any authority (including the Registrar of Companies) have been correctly made up and duly filed or delivered.
(III) The Company has in its possession all the title deeds and documents that belong to it or to which it is a party.
(IV) The statutory books, registers and records of the Company:
(a) have been properly kept and maintained;
(b) contain an accurate record of all matters required by law to be entered in them and comply with the requirements of the CA 2006;
(c) do not contain any material inaccuracies or discrepancies; and
(d) are in the possession or under the control of the Company.
4. INFORMATION
(I) The particulars set out in Schedule 1 and Schedule 4 are true, accurate and complete.
(II) All information given by or on behalf of the Seller to the Buyer (or its agents or advisers) during the negotiations leading to this agreement was, when given and at the date of this agreement, true, accurate and complete.
(III) All information contained in the Disclosure Letter is true, accurate and complete.
5. COMPLIANCE AND CONSENTS
(I) The Company has at all times conducted the Business in accordance with, and has complied in all material respects with, all applicable laws and regulations.
(II) The Company holds all licences, consents, permits and authorities necessary to carry on the Business in the places and in the manner in which it is carried on at Completion (the Consents).
(III) Each Consent is valid and subsisting, the Company is not in breach of any of its terms or conditions, and so far as the Seller is aware there is no reason why any Consent may be revoked, suspended or not renewed on the same terms.
6. INSURANCE
(I) The Company has maintained, and now maintains, adequate insurance cover against all losses, liabilities and risks that a prudent person carrying on a business similar to the Business would ordinarily insure against.
(II) The insurance policies maintained by or on behalf of the Company (the Policies) are in full force and effect, all premiums have been paid and all other conditions of the Policies have been complied with.
(III) There are no outstanding material claims under, or in respect of the validity of, any of the Policies and, so far as the Seller is aware, there are no circumstances likely to give rise to such a claim.
7. DISPUTES AND INVESTIGATIONS
(I) Neither the Company nor any of its directors, nor any person for whose acts the Company may be vicariously liable, is engaged or involved in any of the following (Proceedings):
(a) any litigation, or any administrative, arbitration or other proceedings, or any claim, action or hearing (other than as claimant in the collection of debts arising in the ordinary course of the Business); or
(b) any investigation, inquiry or enforcement proceedings by, or dispute with, any governmental, regulatory or similar body.
(II) No Proceedings are pending or threatened by or against the Company, and so far as the Seller is aware there are no circumstances likely to give rise to any such Proceedings.
(III) The Company is not affected by any subsisting judgment, order, decision or ruling of any court, tribunal, arbitrator or governmental or regulatory body, nor has it given any undertaking in connection with any Proceedings which remains in force.
8. CONTRACTS AND TRADING
(I) The Disclosure Letter contains particulars of all material contracts, agreements, arrangements and commitments to which the Company is a party.
(II) The Company is not a party to any contract, arrangement or commitment that is unusual or outside the ordinary course of the Business or that is not on arm's length terms.
(III) No party to any agreement with the Company is in material breach of it, no person has threatened to terminate any such agreement, and so far as the Seller is aware there are no circumstances likely to give rise to any such breach or termination.
(IV) There is no outstanding indebtedness or other liability (actual or contingent) between the Company and the Seller or any director of the Seller or any person connected with any such director.
9. EFFECT OF THE SALE OF THE SALE SHARES
(I) So far as the Seller is aware, the acquisition of the Sale Shares by the Buyer will not:
(a) cause the Company to lose the benefit of any right, asset or privilege it currently enjoys;
(b) relieve any person of any obligation owed to the Company, or entitle any person to terminate any such obligation or any right or benefit enjoyed by the Company;
(c) result in any customer, client or supplier reducing its business with, or changing the terms on which it deals with, the Company; or
(d) result in any officer or senior employee leaving the Company.
10. FINANCE AND GUARANTEES
(I) The Disclosure Letter contains particulars of all money borrowed by the Company and of all financial facilities outstanding or available to the Company.
(II) There is no Encumbrance over any of the Company's assets, and there are no circumstances likely to give rise to any such Encumbrance.
(III) No guarantee, indemnity, Encumbrance or similar arrangement has been given by the Company in respect of the obligations of any third party, or by any third party in respect of the obligations of the Company.
(IV) There is no outstanding loan capital or borrowed money owed by the Company, and there are no debts owing to the Company other than debts that have arisen in the ordinary course of the Business.
(V) No insolvency event (within the meaning of the Insolvency Act 1986) has occurred in relation to the Company or the Seller and, so far as the Seller is aware, there are no circumstances likely to give rise to any such event.
11. ACCOUNTS
(I) The copies of the Accounts contained in the Disclosure Letter are true, complete and accurate.
(II) The Accounts:
(a) give a true and fair view of the state of affairs of the Company as at the Accounts Date and of its profit or loss for the accounting period ended on that date; and
(b) have been prepared in accordance with the requirements of the CA 2006 and with applicable accounting standards, policies, principles and practices generally accepted in the United Kingdom (including those issued by the Financial Reporting Council).
(III) Since the Accounts Date the Company has carried on the Business in the ordinary and normal course as a going concern in the same manner as during the ________ before the Accounts Date, and there has been no material adverse change in its financial or trading position.
(IV) The Management Accounts (true, complete and accurate copies of which are attached to the Disclosure Letter) have been prepared with reasonable care and on a basis consistent with that adopted for previous management accounts, and do not materially misstate the assets, liabilities, profits or losses of the Company for the period to which they relate.
12. CHANGES SINCE ACCOUNTS DATE
(I) Since the Accounts Date:
(a) the Company has carried on the Business in the ordinary course and as a going concern;
(b) there has been no material adverse change in the turnover, financial position or prospects of the Company;
(c) the Company has not declared, paid or made any dividend or other distribution, nor agreed to do so;
(d) the Company has not borrowed any money, nor incurred or agreed to incur any capital expenditure or commitment exceeding \u00a3________ on any individual item; and
(e) the Company has paid its creditors within the periods agreed with the relevant creditors and has no debts outstanding that are overdue for payment by more than ________ days.
13. ASSETS
(I) The assets included in the Accounts, together with all assets acquired by the Company since the Accounts Date (other than those disposed of in the ordinary course of the Business) and all other assets used by the Company in the Business, are:
(a) legally and beneficially owned by the Company free from any Encumbrance or third party right, and the Company has good marketable title to them; and
(b) in the possession or under the control of the Company.
(II) The plant, machinery, equipment and other assets used by the Company in connection with the Business are in good working order, have been regularly and properly maintained and are capable of performing the functions for which they are used.
(III) Each item of hardware, software, data and other information technology owned, used or held for use by the Company in connection with the Business (the IT Systems) is functioning in accordance with applicable specifications and the Company has taken reasonable steps to ensure that the IT Systems are protected against software viruses, malware and security vulnerabilities.
(IV) The Company has the benefit of all rights and permissions necessary to enable it to use the IT Systems for the operation of the Business as carried on at Completion.
(V) The Company has implemented appropriate data security, business continuity and disaster recovery measures in relation to the IT Systems that comply with applicable regulatory requirements (including the UK GDPR and the Data Protection Act 2018).
(VI) The assets of the Company comprise all the assets necessary for the continuation of the Business as carried on at Completion.
14. EMPLOYMENT
(I) In this paragraph: Employee means any person employed by the Company under a contract of employment; and Worker means any person who personally performs work for the Company but who is not an Employee and is not in business on their own account.
(II) The Disclosure Letter contains anonymised particulars of all Employees and Workers and of all persons (such as consultants and secondees) providing services to the Company otherwise than under a contract of employment, together with the material terms on which they are employed or engaged.
(III) There is no outstanding offer of employment or engagement made by the Company that has not yet been accepted, or that has been accepted but where the employment or engagement has not yet commenced.
(IV) There is no outstanding or threatened notice to terminate the employment or engagement of any Employee or Worker, and so far as the Seller is aware there are no circumstances likely to give rise to such notice.
(V) There is no actual or contingent liability of the Company in connection with the termination of employment of any Employee, or for failure to comply with any order for reinstatement or re-engagement of any Employee, under the Employment Rights Act 1996 or otherwise.
(VI) The Company has in all material respects complied with its obligations to its Employees and Workers, whether arising under contract, statute (including the Employment Rights Act 1996 and the Equality Act 2010), at common law or in equity.
(VII) The Company is not a party to, bound by, or proposing to introduce, any collective agreement or arrangement with any trade union or other body representing Employees or Workers.
(VIII) The Disclosure Letter includes copies of all material contracts, handbooks and policies applicable to Employees and Workers.
15. RETIREMENT BENEFITS
(I) Except for the auto-enrolment obligations referred to in this paragraph, the Company has no obligation (legally binding or otherwise) to provide or contribute towards any pension, lump sum, death, ill-health, disability or accident benefit (Relevant Benefits) for any of its current or former officers or employees (Pensionable Employees).
(II) The Company has complied with its automatic enrolment obligations under the Pensions Act 2008 and associated legislation, and the Disclosure Letter contains particulars of the relevant pension scheme and the records required under the Employers' Duties (Registration and Compliance) Regulations 2010.
(III) The Pensions Regulator has not issued any notice, penalty or other sanction to the Company in respect of any non-compliance with its automatic enrolment obligations.
(IV) There are no pending or threatened claims or complaints in respect of the provision of (or failure to provide) any Relevant Benefits, and so far as the Seller is aware there are no circumstances likely to give rise to any such claim or complaint.
16. PROPERTY
(I) In this paragraph, Previously-owned Land and Buildings means any land and buildings that the Company has at any time owned, occupied or used but which are no longer owned, occupied or used by the Company, or are occupied or used under a different lease, licence, transfer or conveyance.
(II) The Properties are the only land and buildings owned, used or occupied by the Company, and the Company has no liability or contingent liability in respect of any other land or buildings.
(III) The Company has no actual or contingent liability in respect of any Previously-owned Land and Buildings, nor has it given any guarantee or indemnity in respect of any liability relating to any of the Properties, any Previously-owned Land and Buildings or any other land or buildings.
SCHEDULE 4
PARTICULARS OF THE PROPERTIES
PART 1: FREEHOLD PROPERTIES
Property description:
Name of owner: ________
Registered with title number: ________
Name of occupier: ________
Current use:
________
PART 2: LEASEHOLD PROPERTIES
Property description:
Description of lease:
________
Date of lease: ________ between ________ and ________
Name of owner: ________
Registered with title number: ________
Date of lease termination: ________
Name of occupier: ________
Current use:
________
SIGNED by:
________ ______________________, ________
Director, duly authorised for and on behalf of ________
In the presence of (witness):
Name: ________ Address: ________ Signature: ______________________
________ ______________________, ________
Director, duly authorised for and on behalf of ________
In the presence of (witness):
Name: ________ Address: ________ Signature: ______________________
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