Common use of THE ASSETS AND THE CONTRACTS Clause in Contracts

THE ASSETS AND THE CONTRACTS. 9.1 On the Transfer Date the Governing Body will transfer such right and title as they have to the Assets (subject to any Encumbrance to which such Assets are subject and to any Third Party Consent), to the Company free of charge. 9.2 The Excluded Assets and Excluded Liabilities shall be excluded from the transfer under this Agreement. 9.3 The Governing Body and the Company shall work together in good faith to achieve a smooth transfer which best meets the needs of students transferring from the School to the Academy. 9.4 Such right of title as the Governing Body have to the Assets and risk in the Assets shall pass to the Company on the Transfer Date provided always that the Governing Body will have no liability to the Company in relation to the condition of such assets. 9.5 The Company shall have responsibility for the operation of the Academy from the Transfer Date and the Governing Body shall have no further obligation in terms of the operation of the School from the Transfer Date. 9.6 The Governing Body with effect from the Transfer Date assigns to the Company all the Contracts which are (a) capable of assignment without the consent of other parties to those contracts (b) to the extent that such contracts are not assignable without the consent of the other parties, if such consent has been obtained prior to the Transfer Date. 9.7 If any of the Contracts cannot be transferred to the Company except by an assignment made with the consent of another party or by an agreement of novation: 9.7.1 this Agreement shall not constitute an assignment or an attempted assignment of that Contract if the assignment or attempted assignment would constitute a breach of that Contract; 9.7.2 after the Transfer Date the parties shall use their respective reasonable endeavours to obtain the consent of the other party to the assignment and then to assign, or to procure the novation, of that Contract; and 9.7.3 until the consent or novation is obtained: (a) the Governing Body shall hold the same on trust for the Company and shall (at the Company’s cost) do all such acts and things as the Company may reasonably require to enable due performance of the Contract and to provide for the Company the benefits of the Contract (including enforcement of any right of the Governing Body against the other party to the Contract arising out of its termination by the other party or otherwise); (b) the Company shall (if sub-contracting is permissible and lawful under the Contract in question), as the Governing Body's sub-contractor, perform all the obligations of the Governing Body under such Contract and where sub- contracting is not permissible, the Company shall perform such obligations as agent for the Governing Body; and (c) unless and until any such Contract is assigned or novated, the Governing Body shall (so far as it lawfully may) at the Company's cost give all such assistance as the Company may reasonably require to enable the Company to enforce its rights under such Contract, including, providing access to all relevant books, documents and other information in relation to such Contract as the Company may reasonably require from time to time. 9.8 Pending the Transfer Date, possession of the Assets shall be retained by the Governing Body. 9.9 All receipts relating to the Assets and the Contracts and all Losses and outgoings incurred or payable in relation to the Assets and the Contracts up to the Transfer Date (“Historic Liabilities”) shall belong to, and be paid and discharged by the Governing Body in the ordinary course of business and the Governing Body undertakes to indemnify and keep the Company indemnified against any Historic Liabilities for which it is responsible under this clause. 9.10 All receipts relating to the Assets and the Contracts and all Losses and outgoings incurred relating to the Assets and the Contracts or payable as from and including the Transfer Date (“Future Liabilities”) shall belong to, and be paid and discharged by, the Company. 9.11 The Governing Body shall on or before the Transfer Date deliver to the Company the Personnel Files and the Pupil Records, to the extent it is permitted to do so by Data Protection Legislation (and the Governing Body shall use reasonable endeavours to ensure that it is permitted by Data Protection Legislation to deliver such information to the Company). 9.12 The Company undertakes not to use the Personnel Files or the Pupil Records for any purposes unconnected with the operation and management of the Academy, the purposes for which such information was originally collected or any other lawful purposes.

THE ASSETS AND THE CONTRACTS. 9.1 On the Transfer Date the Council and/or the Governing Body (as applicable) will transfer such right and title as they have to the Assets (subject to any Encumbrance to which such Assets are subject and to any Third Party Consent), to the Company free of charge. 9.2 The Excluded Assets and the Excluded Liabilities Contracts shall be excluded from the transfer under this Agreement. 9.3 The Council, the Governing Body and the Company shall work together in good faith to achieve a smooth transfer which best meets the needs of students transferring from the School to the Academy. 9.4 Such right of title as the Governing Body or the Council have to the Assets and risk in the Assets shall pass to the Company on the Transfer Date provided always that the Council and the Governing Body will have no liability to the Company in relation to the condition of such assets. 9.5 The Company shall have responsibility for the operation of the Academy from the Transfer Date and the Council and the Governing Body shall have no further obligation in terms of the operation of the School from the Transfer Date. 9.6 The Council and/or Governing Body (as applicable) with effect from the Transfer Date assigns to the Company all the Contracts Contracts:- 9.6.1 which are (a) capable of assignment without the consent of other parties to those contracts (b) contracts; or 9.6.2 where consent is required to the extent that such contracts are not assignable without the consent of the other parties, if assignment and such consent has been obtained prior to the Transfer Datereceived. 9.7 If any of the Contracts cannot be transferred to the Company except by an assignment made with the consent of another party or by an agreement of novation: 9.7.1 this Agreement shall not constitute an assignment or an attempted assignment of that Contract if the assignment or attempted assignment would constitute a breach of that Contract; 9.7.2 after the Transfer Date the parties shall use their respective reasonable endeavours to obtain the consent of the other party to the assignment and then to assign, or to procure the novation, of that Contract; and 9.7.3 until the consent or novation is obtained: (a) the Council or the Governing Body (as the case may be) shall hold the same on trust for the Company and shall (at the Company’s cost) do all such acts and things as the Company may reasonably require to enable due performance of the Contract and to provide for the Company the benefits of the Contract (including enforcement of any right of the Council or the Governing Body (as the case may be) against the other party to the Contract arising out of its termination by the other party or otherwise); (b) the Company shall (if sub-contracting is permissible and lawful under the Contract in question), as the Council's or Governing Body's (as appropriate) sub-contractor, perform all the obligations of the Council (or Governing Body Body) under such Contract and where sub- sub-contracting is not permissible, the Company shall perform such obligations as agent for the Council or Governing BodyBody (as appropriate); and (c) unless and until any such Contract is assigned or novated, the Council or Governing Body (as appropriate) shall (so far as it lawfully may) at the Company's cost give all such assistance as the Company may reasonably require to enable the Company to enforce its rights under such Contract, including, providing access to all relevant books, documents and other information in relation to such Contract as the Company may reasonably require from time to time. 9.8 Pending the Transfer Date, possession of the Assets shall be retained by the Council and/or the Governing BodyBody (as the case may be). 9.9 All receipts relating to the Assets and the Contracts and all Losses and outgoings incurred or payable in relation to the Assets and the Contracts up to the Transfer Date (“Historic Liabilities”) shall belong to, and be paid and discharged by by, the Council or, as the case may be, the Governing Body (whichever is currently responsible) in the ordinary course of business and the Governing Body Council undertakes to indemnify and keep the Company and the Governing Body indemnified against any Historic Liabilities for which it is responsible under this clause. 9.10 All receipts relating to the Assets and the Contracts and all Losses and outgoings incurred relating to the Assets and the Contracts incurred or payable as from and including the Transfer Date (“Future Liabilities”) shall belong to, and be paid and discharged by, by the CompanyCompany and the Company undertakes to indemnify and keep the Council and the Governing Body indemnified against any Future Liabilities. 9.11 The Company agrees that, following the Transfer Date, it shall provide the Council with sufficient information, as reasonably requested by the Council, to enable the Council to accurately determine and discharge any Historic Liabilities (including, without limitation, any payments relating to the School's accounts). In the event that the Council makes an underpayment or overpayment in relation to any Historic Liabilities (including, without limitation, any payments relating to the School's accounts), the Council and the Company agree to repay any such sums to the other (as appropriate). In the event that the Council has made no payment in relation to any Historic Liabilities but has received payment from the Secretary of State in respect of these, and this amount is an underpayment or an overpayment, the Council and the Company agree to repay any such sums to the other (as appropriate). 9.12 The Council and the Governing Body shall on or before the Transfer Date deliver to the Company the Personnel Files and the Pupil Records, to the extent it is that they are permitted to do so by Data Protection Legislation (and both the Council and the Governing Body shall use reasonable endeavours to ensure that it is they are permitted by Data Protection Legislation to deliver such information to the Company). 9.12 9.13 The Company undertakes not to use the Personnel Files or the Pupil Records for any purposes unconnected with the operation and management of the Academy, the purposes for which such information was originally collected or any other lawful purposes. 9.14 In any case where the Contracts entered into by the Council relate to building works which have not reached practical completion or are still within the rectification period, defects liability period or maintenance period or where there are professional services still to perform the Contracts shall not be assigned and the Council shall hold the benefits of such Contracts on trust for the Company until the issue of the certificate of making good defects or equivalent of the building works or completion of professional services and the following clauses shall apply: 9.14.1 the Council shall continue to perform the employer's obligations under such Contracts; 9.14.2 the Council shall use reasonable endeavours to procure that the contract administrator shall provide 5 business days prior written notice to the Company of the contract administrator's intention to issue any certificate of practical completion and making good defects and the Council shall use reasonable endeavours to procure that the contract administrator shall take all due and proper regard of the representations made by the Company in relation to such certificate provided that such representations are provided within 5 business days of such notice; 9.14.3 the Council shall at the request and expense of the Company take such action under the Contracts as may reasonably be required by the Company and will pay to the Company all monies and sums received pursuant to such enforcement action as soon as reasonably practicable; and 9.14.4 upon the issue of the certificate of making good defects or equivalent of the building works or completion of professional services, the Council shall assign such Contracts to the Company and clause 9.7 shall apply. 9.15 The Company shall comply with condition 11 of the Planning Permission and within nine (9) months from the date hereof the Company shall enter into and complete the Community Use Agreement with the Council

THE ASSETS AND THE CONTRACTS. 9.1 On the Transfer Date the Council and/or the Governing Body (as applicable) will transfer such right and title as they have to the Assets (subject to any Encumbrance to which such Assets are subject and to any Third Party Consent), to the Company free of charge. 9.2 The Excluded Assets and Excluded Liabilities Contracts shall be excluded from the transfer under this Agreement. 9.3 The Council, the Governing Body and the Company shall work together in good faith to achieve a smooth transfer which best meets the needs of students transferring from the School to the Academy. 9.4 Such right of title as the Governing Body or the Council have to the Assets and risk in the Assets shall pass to the Company on the Transfer Date provided always that the Council and the Governing Body will have no liability to the Company in relation to the condition of such assets. 9.5 The Company shall have responsibility for the operation of the Academy from the Transfer Date and the Council and the Governing Body shall have no further obligation in terms of the operation of the School from the Transfer Date. 9.6 The Council and/or Governing Body (as applicable) with effect from the Transfer Date assigns to the Company all the Contracts Contracts:- 9.6.1 which are (a) capable of assignment without the consent of other parties to those contracts (b) contracts; or 9.6.2 where consent is required to the extent that such contracts are not assignable without the consent of the other parties, if assignment and such consent has been obtained prior to the Transfer Datereceived. 9.7 If any of the Contracts cannot be transferred to the Company except by an assignment made with the consent of another party or by an agreement of novation: 9.7.1 this Agreement shall not constitute an assignment or an attempted assignment of that Contract if the assignment or attempted assignment would constitute a breach of that Contract; 9.7.2 after the Transfer Date the parties shall use their respective reasonable endeavours to obtain the consent of the other party to the assignment and then to assign, or to procure the novation, of that Contract; and 9.7.3 until the consent or novation is obtained: (a) the Council or the Governing Body (as the case may be) shall hold the same on trust for the Company and shall (at the Company’s cost) do all such acts and things as the Company may reasonably require to enable due performance of the Contract and to provide for the Company the benefits of the Contract (including enforcement of any right of the Council or the Governing Body (as the case may be) against the other party to the Contract arising out of its termination by the other party or otherwise); (b) the Company shall (if sub-contracting is permissible and lawful under the Contract in question), as the Council's or Governing Body's (as appropriate) sub-contractor, perform all the obligations of the Council (or Governing Body Body) under such Contract and where sub- sub-contracting is not permissible, the Company shall perform such obligations as agent for the Council or Governing BodyBody (as appropriate); and (c) unless and until any such Contract is assigned or novated, the Council or Governing Body (as appropriate) shall (so far as it lawfully may) at the Company's cost give all such assistance as the Company may reasonably require to enable the Company to enforce its rights under such Contract, including, providing access to all relevant books, documents and other information in relation to such Contract as the Company may reasonably require from time to time. 9.8 Pending the Transfer Date, possession of the Assets shall be retained by the Council and/or the Governing BodyBody (as the case may be). 9.9 All receipts relating to the Assets and the Contracts and all Losses and outgoings incurred or payable in relation to the Assets and the Contracts up to the Transfer Date (“Historic Liabilities”) shall belong to, and be paid and discharged by by, the Council or, as the case may be, the Governing Body (whichever is currently responsible) in the ordinary course of business and the Governing Body Council undertakes to indemnify and keep the Company and the Governing Body indemnified against any Historic Liabilities for which it is responsible under this clause. 9.10 All receipts relating to the Assets and the Contracts and all Losses and outgoings incurred relating to the Assets and the Contracts incurred or payable as from and including the Transfer Date (“Future Liabilities”) shall belong to, and be paid and discharged by, by the CompanyCompany and the Company undertakes to indemnify and keep the Council and the Governing Body indemnified against any Future Liabilities. 9.11 The Company agrees that, following the Transfer Date, it shall provide the Council with sufficient information, as reasonably requested by the Council, to enable the Council to accurately determine and discharge any Historic Liabilities (including, without limitation, any payments relating to the School's accounts). In the event that the Council makes an underpayment or overpayment in relation to any Historic Liabilities (including, without limitation, any payments relating to the School's accounts), the Council and the Company agree to repay any such sums to the other (as appropriate). In the event that the Council has made no payment in relation to any Historic Liabilities but has received payment from the Secretary of State in respect of these, and this amount is an underpayment or an overpayment, the Council and the Company agree to repay any such sums to the other (as appropriate). 9.12 The Council and the Governing Body shall on or before the Transfer Date deliver to the Company the Personnel Files and the Pupil Records, to the extent it is that they are permitted to do so by Data Protection Legislation (and both the Council and the Governing Body shall use reasonable endeavours to ensure that it is they are permitted by Data Protection Legislation to deliver such information to the Company). 9.12 9.13 The Company undertakes not to use the Personnel Files or the Pupil Records for any purposes unconnected with the operation and management of the Academy, the purposes for which such information was originally collected or any other lawful purposes. 9.15 In any case where the Contracts entered into by the Council relate to building works which have not reached practical completion or are still within the rectification period, defects liability period or maintenance period or where there are professional services still to perform the Contracts shall not be assigned and the Council shall hold the benefits of such Contracts on trust for the Company until the issue of the certificate of making good defects or equivalent of the building works or completion of professional services and the following clauses shall apply: 9.15.1 the Council shall continue to perform the employer's obligations under such Contracts; 9.15.2 the Council shall use reasonable endeavours to procure that the contract administrator shall provide 5 business days prior written notice to the Company of the contract administrator's intention to issue any certificate of practical completion and making good defects and the Council shall use reasonable endeavours to procure that the contract administrator shall take all due and proper regard of the representations made by the Company in relation to such certificate provided that such representations are provided within 5 business days of such notice; 9.15.3 the Council shall at the request and expense of the Company take such action under the Contracts as may reasonably be required by the Company and will pay to the Company all monies and sums received pursuant to such enforcement action as soon as reasonably practicable; and 9.15.4 upon the issue of the certificate of making good defects or equivalent of the building works or completion of professional services, the Council shall assign such Contracts to the Company and clause 9.7 shall apply.

THE ASSETS AND THE CONTRACTS. 9.1 10.1 On the Transfer Date the Governing Body Company will transfer such right and title as they have to the Assets (subject to any Encumbrance to which such Assets are subject and to any Third Party Consent), to the Company free of chargeMulti-Academy Trust for nil consideration. 9.2 10.2 The Excluded Assets and Excluded Liabilities shall be excluded from the transfer under this Agreement. 9.3 The Governing Body Company and the Company Multi-Academy Trust shall work together in good faith to achieve a smooth transfer which best meets the needs of students transferring from the School to of the Academy. 9.4 10.3 Such right of title as the Governing Body Company have to the Assets and risk in the Assets shall pass to the Company Multi-Academy Trust on the Transfer Date provided always that the Governing Body Company will have no liability to the Company Multi-Academy Trust in relation to the condition of such assets. 9.5 10.4 The Company Multi-Academy Trust shall have responsibility for the operation of the Academy from the Transfer Date and the Governing Body Company shall have no further obligation in terms of the operation of the School Academy from the Transfer Date. 9.6 10.5 The Company shall, with effect from the Transfer Date, assign to the order of the Multi-Academy Trust, the benefit of all warranties, undertakings and indemnities given to the Company in accordance with the terms of a commercial transfer agreement dated 28 September 2012 and entered into between the Company, Leicestershire County Council and the Governing Body of The Pochin School. 10.6 The Company with effect from the Transfer Date assigns to the Company Multi- Academy Trust all the Contracts or its interests therein:- 10.6.1 which are (a) capable of assignment without the consent of other parties to those contracts (b) Contracts; or 10.6.2 where consent is required to the extent that such contracts are not assignable without the consent of the other parties, if assignment and such consent has been obtained prior to the Transfer Datereceived. 9.7 10.7 If any of the Contracts cannot be transferred to the Company Multi-Academy Trust except by an assignment made with the consent of another party or by an agreement of novation: 9.7.1 10.7.1 this Agreement shall not constitute an assignment or an attempted assignment of that Contract if the assignment or attempted assignment would constitute a breach of that Contract; 9.7.2 10.7.2 after the Transfer Date the parties shall use their respective reasonable endeavours to obtain the consent of the other party to the assignment and then to assign, or to procure the novation, of that Contract; and 9.7.3 10.7.3 until the consent or novation is obtained: (a) the Governing Body Company shall continue its corporate existence and shall hold the same such contract and any monies, goods or other benefits received thereunder on trust for the Company Multi- Academy Trust and its successors in title absolutely and shall (at the CompanyMulti-Academy Trust’s cost) do all such acts and things as the Company Multi-Academy Trust may reasonably require to enable due performance of the Contract and to provide for the Company Multi-Academy Trust the benefits of the Contract (including enforcement of any right of the Governing Body Company against the other party to the Contract arising out of its termination by the other party or otherwise); (b) the Company Multi-Academy Trust shall (if sub-contracting is permissible and lawful under the Contract in question), as the Governing Body's Company’s sub-contractor, perform all the obligations of the Governing Body Company under such Contract and where sub- contracting is not permissible, the Company Multi-Academy Trust shall perform such obligations as agent for the Governing BodyCompany; and (c) unless and until any such Contract is assigned or novated, the Governing Body Company shall (so far as it lawfully may) at the CompanyMulti- Academy Trust's cost give all such assistance as the Company Multi- Academy Trust may reasonably require to enable the Company Multi- Academy Trust to enforce its rights under such Contract, including, providing access to all relevant books, documents and other information in relation to such Contract as the Company Multi-Academy Trust may reasonably require from time to time. 9.8 10.8 Pending the Transfer Date, possession of the Assets shall be retained by the Governing Body. 9.9 All receipts relating to the Assets and the Contracts and all Losses and outgoings incurred or payable in relation to the Assets and the Contracts up to the Transfer Date (“Historic Liabilities”) shall belong to, and be paid and discharged by the Governing Body in the ordinary course of business and the Governing Body undertakes to indemnify and keep the Company indemnified against any Historic Liabilities for which it is responsible under this clause. 9.10 All receipts relating to the Assets and the Contracts and all Losses and outgoings incurred relating to the Assets and the Contracts or payable as from and including the Transfer Date (“Future Liabilities”) shall belong to, and be paid and discharged by, the Company. 9.11 10.9 The Governing Body Company shall on or before the Transfer Date deliver to the Company Multi- Academy Trust the Personnel Files and the Pupil Records, to the extent it is that they are permitted to do so by Data Protection Legislation (and the Governing Body Company shall use reasonable endeavours to ensure that it is they are permitted by Data Protection Legislation to deliver such information to the CompanyMulti-Academy Trust). 9.12 The Company undertakes not to use the Personnel Files or the Pupil Records for any purposes unconnected with the operation and management of the Academy, the purposes for which such information was originally collected or any other lawful purposes.

THE ASSETS AND THE CONTRACTS. 9.1 10.1 On the Transfer Date the Governing Body Company will transfer such right and title as they have to the Assets (subject to any Encumbrance to which such Assets are subject and to any Third Party Consent), to the Company free of chargeMulti-Academy Trust for nil consideration. 9.2 10.2 The Excluded Assets and Excluded Liabilities shall be excluded from the transfer under this Agreement. 9.3 The Governing Body Company and the Company Multi-Academy Trust shall work together in good faith to achieve a smooth transfer which best meets the needs of students transferring from the School to of the Academy. 9.4 10.3 Such right of title as the Governing Body Company have to the Assets and risk in the Assets shall pass to the Company Multi-Academy Trust on the Transfer Date provided always that the Governing Body Company will have no liability to the Company Multi-Academy Trust in relation to the condition of such assets. 9.5 10.4 The Company Multi-Academy Trust shall have responsibility for the operation of the Academy from the Transfer Date and the Governing Body Company shall have no further obligation in terms of the operation of the School Academy from the Transfer Date. 9.6 10.5 The Company shall, with effect from the Transfer Date, assign to the order of the Multi-Academy Trust, the benefit of all warranties, undertakings and indemnities given to the Company in accordance with the terms of a commercial transfer agreement dated 31 January 2013 and entered into between the Company, Leicestershire County Council and the Governing Body of Ratby Primary School. 10.6 The Company with effect from the Transfer Date assigns to the Company Multi- Academy Trust all the Contracts or its interests therein:- 10.6.1 which are (a) capable of assignment without the consent of other parties to those contracts (b) Contracts; or 10.6.2 where consent is required to the extent that such contracts are not assignable without the consent of the other parties, if assignment and such consent has been obtained prior to the Transfer Datereceived. 9.7 10.7 If any of the Contracts cannot be transferred to the Company Multi-Academy Trust except by an assignment made with the consent of another party or by an agreement of novation: 9.7.1 10.7.1 this Agreement shall not constitute an assignment or an attempted assignment of that Contract if the assignment or attempted assignment would constitute a breach of that Contract; 9.7.2 10.7.2 after the Transfer Date the parties shall use their respective reasonable endeavours to obtain the consent of the other party to the assignment and then to assign, or to procure the novation, of that Contract; and 9.7.3 10.7.3 until the consent or novation is obtained: (a) the Governing Body Company shall continue its corporate existence and shall hold the same such contract and any monies, goods or other benefits received thereunder on trust for the Company Multi- Academy Trust and its successors in title absolutely and shall (at the CompanyMulti-Academy Trust’s cost) do all such acts and things as the Company Multi-Academy Trust may reasonably require to enable due performance of the Contract and to provide for the Company Multi-Academy Trust the benefits of the Contract (including enforcement of any right of the Governing Body Company against the other party to the Contract arising out of its termination by the other party or otherwise); (b) the Company Multi-Academy Trust shall (if sub-contracting is permissible and lawful under the Contract in question), as the Governing Body's Company’s sub-contractor, perform all the obligations of the Governing Body Company under such Contract and where sub- contracting is not permissible, the Company Multi-Academy Trust shall perform such obligations as agent for the Governing BodyCompany; and (c) unless and until any such Contract is assigned or novated, the Governing Body Company shall (so far as it lawfully may) at the CompanyMulti- Academy Trust's cost give all such assistance as the Company Multi- Academy Trust may reasonably require to enable the Company Multi- Academy Trust to enforce its rights under such Contract, including, providing access to all relevant books, documents and other information in relation to such Contract as the Company Multi-Academy Trust may reasonably require from time to time. 9.8 10.8 Pending the Transfer Date, possession of the Assets shall be retained by the Governing Body. 9.9 All receipts relating to the Assets and the Contracts and all Losses and outgoings incurred or payable in relation to the Assets and the Contracts up to the Transfer Date (“Historic Liabilities”) shall belong to, and be paid and discharged by the Governing Body in the ordinary course of business and the Governing Body undertakes to indemnify and keep the Company indemnified against any Historic Liabilities for which it is responsible under this clause. 9.10 All receipts relating to the Assets and the Contracts and all Losses and outgoings incurred relating to the Assets and the Contracts or payable as from and including the Transfer Date (“Future Liabilities”) shall belong to, and be paid and discharged by, the Company. 9.11 10.9 The Governing Body Company shall on or before the Transfer Date deliver to the Company Multi- Academy Trust the Personnel Files and the Pupil Records, to the extent it is that they are permitted to do so by Data Protection Legislation (and the Governing Body Company shall use reasonable endeavours to ensure that it is they are permitted by Data Protection Legislation to deliver such information to the CompanyMulti-Academy Trust). 9.12 The Company undertakes not to use the Personnel Files or the Pupil Records for any purposes unconnected with the operation and management of the Academy, the purposes for which such information was originally collected or any other lawful purposes.

THE ASSETS AND THE CONTRACTS. 9.1 On the Transfer Date the Council and/or the Governing Body (as applicable) will transfer such right and title as they have to the Assets (subject to any Encumbrance to which such Assets are subject and to any Third Party Consent), to the Company free of charge. 9.2 The Excluded Assets and Excluded Liabilities shall be excluded from the transfer under this Agreement. 9.3 The Council, the Governing Body and the Company shall work together in good faith to achieve a smooth transfer which best meets the needs of students transferring from the School to the Academy. 9.4 Such right of title as the Governing Body or the Council have to the Assets and risk in the Assets shall pass to the Company on the Transfer Date provided always that the Council and the Governing Body will have no liability to the Company in relation to the condition of such assets. 9.5 The Company shall have responsibility for the operation of the Academy from the Transfer Date and the Council and the Governing Body shall have no further obligation in terms of the operation of the School from the Transfer Date. 9.6 The Council and/or Governing Body (as applicable) with effect from the Transfer Date assigns to the Company all the Contracts Contracts: 9.6.1 which are (a) capable of assignment without the consent of other parties to those contracts (b) contracts; or 9.6.2 where consent is required to the extent that such contracts are not assignable without the consent of the other parties, if assignment and such consent has been obtained prior to the Transfer Datereceived. 9.7 If any of the Contracts cannot be transferred to the Company except by an assignment made with the consent of another party or by an agreement of novation: 9.7.1 this Agreement shall not constitute an assignment or an attempted assignment of that Contract if the assignment or attempted assignment would constitute a breach of that Contract; 9.7.2 after the Transfer Date the parties shall use their respective reasonable endeavours to obtain the consent of the other party to the assignment and then to assign, or to procure the novation, of that Contract; and 9.7.3 until the consent or novation is obtained: (a) the Council or the Governing Body (as the case may be) shall hold the same on trust for the Company and shall (at the Company’s cost) do all such acts and things as the Company may reasonably require to enable due performance of the Contract and to provide for the Company the benefits of the Contract (including enforcement of any right of the Council or the Governing Body (as the case may be) against the other party to the Contract arising out of its termination by the other party or otherwise); (b) the Company shall (if sub-contracting is permissible and lawful under the Contract in question), as the Council's or Governing Body's (as appropriate) sub-contractor, perform all the obligations of the Council (or Governing Body Body) under such Contract and where sub- sub-contracting is not permissible, the Company shall perform such obligations as agent for the Council or Governing BodyBody (as appropriate); and (c) unless and until any such Contract is assigned or novated, the Council or Governing Body (as appropriate) shall (so far as it lawfully may) at the Company's cost give all such assistance as the Company may reasonably require to enable the Company to enforce its rights under such Contract, including, providing access to all relevant books, documents and other information in relation to such Contract as the Company may reasonably require from time to time. 9.8 Pending the Transfer Date, possession of the Assets shall be retained by the Council and/or the Governing BodyBody (as the case may be). 9.9 All receipts relating to the Assets and the Contracts and all Losses and outgoings incurred or payable in relation to the Assets and the Contracts up to the Transfer Date (“Historic Liabilities”) shall belong to, and be paid and discharged by by, the Council or, as the case may be, the Governing Body (whichever is currently responsible) in the ordinary course of business and the Governing Body Council undertakes to indemnify and keep the Company and the Governing Body indemnified against any Historic Liabilities for which it is responsible under this clause. 9.10 All receipts relating to the Assets and the Contracts and all Losses and outgoings incurred relating to the Assets and the Contracts incurred or payable as from and including the Transfer Date (“Future Liabilities”) shall belong to, and be paid and discharged by, by the CompanyCompany and the Company undertakes to indemnify and keep the Council and the Governing Body indemnified against any Future Liabilities. 9.11 The Company agrees that, following the Transfer Date, it shall provide the Council with sufficient information, as reasonably requested by the Council, to enable the Council to accurately determine and discharge any Historic Liabilities (including, without limitation, any payments relating to the School's accounts). In the event that the Council makes an underpayment or overpayment in relation to any Historic Liabilities (including, without limitation, any payments relating to the School's accounts), the Council and the Company agree to repay any such sums to the other (as appropriate). In the event that the Council has made no payment in relation to any Historic Liabilities but has received payment from the Secretary of State in respect of these, and this amount is an underpayment or an overpayment, the Council and the Company agree to repay any such sums to the other (as appropriate). 9.12 The Council and the Governing Body shall on or before the Transfer Date deliver to the Company the Personnel Files and the Pupil Records, to the extent it is that they are permitted to do so by Data Protection Legislation (and both the Council and the Governing Body shall use reasonable endeavours to ensure that it is they are permitted by Data Protection Legislation to deliver such information to the Company). 9.12 9.13 The Company undertakes not to use the Personnel Files or the Pupil Records for any purposes unconnected with the operation and management of the Academy, the purposes for which such information was originally collected or any other lawful purposes.

THE ASSETS AND THE CONTRACTS. 9.1 On the Transfer Date the Governing Body will transfer such right and title as they have to the Assets (subject to any Encumbrance to which such Assets are subject and to any Third Party Consent), to the Company free of charge. 9.2 The Excluded Assets and Excluded Liabilities shall be excluded from the transfer under this Agreement. 9.3 The Governing Body and the Company shall work together in good faith to achieve a smooth transfer which best meets the needs of students transferring from the School to the Academy. 9.4 Such right of title as the Governing Body have to the Assets and risk in the Assets shall pass to the Company on the Transfer Date provided always that the Governing Body will have no liability to the Company in relation to the condition of such assets. 9.5 The Company shall have responsibility for the operation of the Academy from the Transfer Date and the Governing Body shall have no further obligation in terms of the operation of the School from the Transfer Date. 9.6 The Governing Body with effect from the Transfer Date assigns to the Company all the Contracts which are (a) capable of assignment without the consent of other parties to those contracts (b) to the extent that such contracts are not assignable without the consent of the other parties, if such consent has been obtained prior to the Transfer Date. 9.7 If any of the Contracts cannot be transferred to the Company except by an assignment made with the consent of another party or by an agreement of novation: 9.7.1 this Agreement shall not constitute an assignment or an attempted assignment of that Contract if the assignment or attempted assignment would constitute a breach of that Contract; 9.7.2 after the Transfer Date the parties shall use their respective reasonable endeavours to obtain the consent of the other party to the assignment and then to assign, or to procure the novation, of that Contract; and 9.7.3 until the consent or novation is obtained: (a) the Governing Body shall hold the same on trust for the Company and shall (at the Company’s cost) do all such acts and things as the Company may reasonably require to enable due performance of the Contract and to provide for the Company the benefits of the Contract (including enforcement of any right of the Governing Body (as the case may be) against the other party to the Contract arising out of its termination by the other party or otherwise); (b) the Company shall (if sub-contracting is permissible and lawful under the Contract in question), as the Governing Body's sub-contractor, perform all the obligations of the Governing Body under such Contract and where sub- contracting is not permissible, the Company shall perform such obligations as agent for the Governing Body; and (c) unless and until any such Contract is assigned or novated, the Governing Body shall (so far as it lawfully may) at the Company's cost give all such assistance as the Company may reasonably require to enable the Company to enforce its rights under such Contract, including, providing access to all relevant books, documents and other information in relation to such Contract as the Company may reasonably require from time to time. 9.8 Pending the Transfer Date, possession of the Assets shall be retained by the the Governing Body. 9.9 All receipts relating to the Assets and the Contracts and all Losses and outgoings incurred or payable in relation to the Assets and the Contracts up to the Transfer Date (“Historic Liabilities”) shall belong to, and be paid and discharged by the Governing Body in the ordinary course of business and the Governing Body undertakes to indemnify and keep the Company indemnified against any Historic Liabilities for which it is responsible under this clausebusiness. 9.10 All receipts relating to the Assets and the Contracts and all Losses and outgoings incurred relating to the Assets and the Contracts or payable as from and including the Transfer Date (“Future Liabilities”) shall belong to, and be paid and discharged by, by the CompanyCompany and the Company undertakes to indemnify and keep the Governing Body indemnified against any Future Liabilities. 9.11 The Governing Body shall on or before the Transfer Date deliver to the Company the Personnel Files and the Pupil Records, to the extent it is that they are permitted to do so by Data Protection Legislation (and the Governing Body shall use reasonable endeavours to ensure that it is they are permitted by Data Protection Legislation to deliver such information to the Company). 9.12 The Company undertakes not to use the Personnel Files or the Pupil Records for any purposes unconnected with the operation and management of the Academy, the purposes for which such information was originally collected or any other lawful purposes.