DATED 2004
SMARTCALL LIMITED
- and -
TELTRONICS LIMITED
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BUSINESS SALE AND PURCHASE AGREEMENT
Relating to the sale of a Xxxxxx/Teltronics 20-20
maintenance Business carried on by SMARTCALL Limited
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THIS AGREEMENT is made on 2004
BETWEEN
(1) SMARTCALL LIMITED a company incorporated in England and Wales
(registered number 03138230) whose registered office is at Xxxx Xxxxx
Xxxxxxxxxxx Xxxxxx, Xxxxxxxxxxx Xxxx, Xxxxxx, XX0 0XX (the "Vendor").
(2) TELTRONICS LIMITED a company incorporated in England and Wales
(registered number 04248637) whose registered office is at 00 Xxxxxx
Xxxx Xxxxx Xxxxxxxxxxxxxxx XX00 0XX ("the Purchaser").
RECITAL:
(1) The Vendor's business comprises, inter alia, the Business.
(2) The Vendor has agreed to sell and the Purchaser has agreed to purchase
the Business as a going concern together with the Assets on the terms and
subject to the conditions of this Agreement.
IT IS AGREED
1. DEFINITIONS AND INTERPRETATION
1.1 In this Agreement including the Recitals the following words have the
meanings stated:
Assets only those assets owned by the Vendor and
used in the business to be sold and purchased
pursuant to this Agreement details of which
are set out in Clause 2 and "Asset" means any
one or more of the Assets;
Books and Records the books, accounts, records,
lists, reports and all other documents of any
kind whatsoever of the Vendor relating
exclusively to the Business, the Assets or
the Employees on whatever media stored;
Business the Xxxxxx/Teltronics 20-20 telephone
systems, maintenance business operated by the
Vendor as part of its general business and
carried on at Xxxx Xxxxx, Xxxx Xxxx, Xxxxxxx,
Xxxxx, XX0 0XX.
Completion Completion of this Agreement in accordance
with Clause 5;
Completion Date the date of this Agreement;
Consideration the amount of (pound)15,500 being the
purchase price for the Business and Assets;
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Creditors all amounts owed by the Vendor in connection
with the Business as at the Effective Date to
or in respect of trade creditors whether or
not then due and payable;
Customer Contracts the benefit, subject to the burden, of all
written and oral contracts, agreements,
orders and other obligations of the Vendor
for the supply of goods or services by the
Business which at the Effective Date remain
to be performed (in whole or in part)
including, without limitation, those listed
in Schedule 2;
Debts all amounts owed to the Vendor in connection
with the Business as at the Effective Date by
or in respect of trade debtors (whether or
not due and payable);
Effective Date 1st February 2004
Employees the persons employed by the Vendor in the
Business at the Effective Date set out in
Schedule 4;
Employment Regulations the Transfer of Undertakings (Protection of
Employment) Regulations 1981 as amended;
Encumbrance any encumbrance or security interest
whatsoever including (without limitation) any
pledge, lien, right to acquire, third party
right, interest and claim, right of set-off,
right of counterclaim, title retention,
conditional sale arrangement, trust
arrangement and any other preferential right,
agreement or arrangement having similar
effect;
Excluded Items those items set out in Clause 3;
Excluded Liabilities means any and all liabilities in
respect of VAT or other Taxation attributable
to the Vendor in respect of the Assets in
respect of the period ending on the Effective
Date and all bank and other overdrafts and
loans owing by the Vendor;
Fixed Plant and Equipment all fixed plant and equipment and all other
fixtures and fittings owned by the Vendor;
Goodwill the goodwill and undertaking of the Vendor
relating to the Business as at the Effective
Date together with the exclusive right for
the Purchaser to represent itself as carrying
on the Business in succession to the Vendor;
Intellectual Property all intellectual property of whatever nature
including registered trade marks, patents,
xxxxx patents, utility models, registered
designs, applications for, and the right to
apply for, any such rights, inventions,
unregistered trade marks, trade and business
names, copyrights (including rights in
computer software), unregistered design
rights,
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databases and rights in databases and
all other similar proprietary rights which
may subsist in any part of the world together
with all renewals, extensions, revivals and
applications thereof;
Know How all information, techniques and expertise
existing in any media (whether or not in the
public domain) of the Vendor used exclusively
in the Business at the Completion Date;
Liabilities liability under warranties or statute in
respect of products manufactured or services
provided by the Business up to the Effective
Date in respect of the Contracts;
Prepayments Prepayments and payments in advance made to
the Vendor on or before the Effective Date
for the supply of goods or services to the
Business after the Effective Date;
Stock All stocks, raw materials, work in progress
and partly finished and finished goods and
Software produced or owned by the Vendor
exclusively in connection with the Business
at the Completion Date as set out in
Schedule 3;
Tax or Taxation means all taxes, levies, duties,
imposts, charges and withholdings of any
nature whatsoever or wheresoever imposed and
all penalties, charges and interest relating
thereto;
VAT value added tax;
VATA Value Added Tax Xxx 0000.
1.2 In this Agreement a reference to:
1.2.1 a statute or statutory provision includes a reference to
subordinate legislation made pursuant to that statute or
statutory provision before the date of this Agreement and to
that statute or statutory provision as modified or re-enacted
or both from time to time before the date of this Agreement;
1.2.2 a person includes individuals, bodies corporate,
unincorporated associations, partnerships, joint ventures,
governmental authorities and public bodies;
1.3 References to Clauses or Schedules are to clauses of, or schedules to,
this Agreement.
1.4 The Recitals and Schedules form an integral part of this Agreement and
references to this Agreement include the Recitals and Schedules to this
Agreement.
1.5 The meaning of general words is not to be restricted by any particular
examples preceding or following those general words.
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1.6 Words denoting the singular number only shall include the plural and
vice versa. Words denoting any gender include all genders and words
denoting persons shall include firms and corporations and vice versa.
1.7 The headings in this Agreement are inserted for convenience only and
shall not affect the construction or interpretation of this Agreement.
2. SALE AND PURCHASE AND WARRANTIES
2.1. Subject to the provisions of this Agreement, the Vendor agrees to sell
(unless otherwise specified in this Agreement) with full title
guarantee and free form any Encumbrance and the Purchaser agrees to
purchase with effect from the Effective Date the Business as a going
concern together with the Assets comprising:
2.1.1 the Goodwill;
2.1.2 the Stock
2.1.3 the benefit subject to the burden (including in respect of
the Liabilities) of the Customer Contracts; and
2.1.4 the Know How;
2.1.5 the Books and Records,
including, to the extent to which the Vendor is legally entitled to
assign the same, all the Vendor's rights against manufacturers and
suppliers (including without limitation all rights in connection with
such manufacturers' and suppliers' guarantees representations
warranties and conditions of contract) with respect to all goods
purchased by the Vendor and sold to the Purchaser herewith but
excluding the Excluded Items pursuant to Clause 3.
2.2 The sale and purchase of each of the Assets is interdependent and shall
be completed simultaneously.
2.3 If any Stock is subject to any reservation of title in favour of any
third party the Vendor will not be deemed to sell the Stock with full
title guarantee and the Vendor's right to possess, deal in and perfect
the title to such Stock will pass to the Purchaser to the greatest
extent to which the Vendor is able to pass them on from Completion.
2.4 The Vendor warrants to the Purchaser that as at the Completion Date:
2.4.1 the Assets are in the legal and beneficial ownership of the
Vendor, free from any third party right and from any
contractual arrangement to grant the same;
2.4.2 the Employees are all the persons employed by the Vendor in
the Business;
2.4.3 neither the Vendor nor so far as the Vendor is aware any
person for whose acts or defaults the Vendor may be liable, is
involved in any civil, criminal, tribunal, arbitration or any
other proceedings which relate to the Business and the Vendor
is not aware of any such proceedings being pending or
threatened or of any facts likely to give rise to any such
proceedings;
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2.4.4 no petition has been presented, no order has been made and no
resolution has been passed for the winding up of the Vendor,
no administrative receiver, receiver and/or manager has been
appointed of the whole or any part of the property of the
Vendor, no administration order has been made appointing an
administrator in respect of the Vendor, no petition has been
presented for an administration order in respect of the
Vendor;
2.4.5 the Customer Contracts are valid and subsisting and this
Agreement will not entitle any person to terminate or avoid
any Customer Contract;
2.4.6 the Vendor is not aware of any information relating to the
Business and Assets which it has not disclosed to the
Purchaser and which if disclosed to the Purchaser might
reasonably have affected the willingness of a reasonable
purchaser to purchase the Business and Assets upon the terms
of this Agreement;
2.4.7 the Business has since the Effective Date been carried on in
the normal course and so as to maintain the same as a going
concern and in a diligent and prudent manner;
2.4.8 since the Effective Date the Vendor has not done or permitted
to be done any act or thing or omitted or permitted the
omission of any act or thing which is intended to or may
impair or have an adverse effect upon the relationship of the
Business with the Customers.
2.5 Except to the extent that any claim arises by reason of any fraud or
dishonest, reckless or wilful misstatement or omission by or on behalf
of the Vendor the liability of the Vendor in respect of any claim will
be limited as follows:-
2.5.2 the aggregate liability of the Vendor in respect of all claims
will be limited to(pound)25,000; and
2.5.3 to claims notified in writing to the Vendor within a period of
18 months following the Completion Date.
2.6 Any amount paid by the Vendor pursuant to a claim shall be treated
primarily (so far as is possible) as a reduction in the Consideration.
2.7 The Vendor will not be liable in respect of any claim if and to the
extent that:
2.7.2 the loss occasioning it has been recovered pursuant to any
other claim; or
2.7.3 it relates to any loss for which the Purchaser is indemnified
by insurance.
2.8 Where the Purchaser is entitled to recover from some other person any
sum in respect of any matter which could give rise to a claim, the
Purchaser will, upon the Vendor indemnifying the Purchaser to the
Purchaser's satisfaction against all costs or other liabilities, take
all reasonable steps to recover that sum, and any sum recovered will
reduce the amount of such claim (and, in the event of the recovery
being delayed until after such claim has been satisfied by the Vendor,
the sum recovered will, to the extent so satisfied, be repaid to the
Vendor, after deduction of all reasonable costs and expenses of the
recovery).
2.9 Nothing in this clause 2 shall diminish the Purchaser's common law duty
to mitigate its loss.
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3. EXCLUDED ITEMS
3.1 There are excluded from the sale and purchase pursuant to this
Agreement:-
3.1.1 Excluded Liabilities;
3.1.2 Prepayments;
3.1.3 the Vendor's statutory books, records and accounts which do
not relate exclusively to the Business;
3.1.4 all the Vendor's cash in hand or at the Bank or at any other
financial institution;
3.1.5 any amount due or recoverable in respect of Tax relating to
the Business attributable to periods or transactions completed
before the Completion Date;
3.1.6 all the Vendor's Intellectual Property;
3.1.7 the Debts;
3.1.8 the Creditors;
3.1.9 the Fixed Plant and Equipment;
3.1.10 all other assets, property, rights and contracts not
specifically listed in Clause 2.1.
3.2 Nothing in this Agreement shall pass to the Purchaser, or shall be
construed as acceptance by the Purchaser, of any liability, debt or
other obligation of the Vendor, other than as expressly set out in this
Agreement.
4. CONSIDERATION
4.1 In consideration for the transfer of the Business and the Assets the
Purchaser agrees:
4.1.1 to pay the Consideration to the Vendor in accordance with
Clause 4.3; and
4.1.2 to take on, perform and discharge the Vendor's obligations
under the Customer Contracts.
4.2 The Consideration will be (pound)15,500 payable as soon as reasonably
practicable but in any event within 7 days of the Completion Date.
5. COMPLETION
5.1 Completion shall take place in accordance with the provisions set out
in Schedule 1 at the registered office of the Vendor immediately
following execution of this Agreement or at such other place and/or
such other date as the parties may agree.
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6. Title and risk, Prepayment and apportionments
6.1 Beneficial ownership of, and risk of loss or damage to, the Business
and Assets pass to the Purchaser with effect from the Effective Date
or, in respect of any Customer Contract or Finance Agreement referred
to in Clause7.2, at the time of its actual transfer to the Purchaser.
6.2 Legal title to those (to the greatest extent legally possible) Assets
transferable by delivery shall pass with effect from the Effective
Date.
6.3 All profits and receipts of the Business and all losses and outgoings
incurred or payable by the Business up to the Effective Date shall
belong to and be paid and discharged by the Vendor. All profits and
receipts of the Business and all losses and outgoings incurred or
payable by the Business as from the Effective Date shall belong to and
be paid and discharged by the Purchaser
6.4 Subject to the provisions of this clause the Debts will be excluded
from the sale and purchase of the Business and the Vendor will be
entitled to claim and collect the Debts for its own account.
Notwithstanding that the Vendor will be entitled to collect the Debts,
it undertakes to the Purchaser that it will not threaten to issue or
issue any court proceedings against any debtor in relation to any of
the Debts without giving at least 14 days prior written notice of its
intention to do so to the Purchaser and the Purchaser will have the
right to purchase the relevant Debts against payment to the Vendor of
their full nominal amount and the Vendor will not threaten to issue or
issue any court proceedings until the expiration of the period of 14
days.
6.5 The Vendor will discharge promptly and in full all the Creditors and
will indemnify the Purchaser in full against any loss or damage to the
Business or any liability (which liability will include all losses or
costs, claims, expenses and damages including all reasonable legal and
other professional fees and expenses) which the Purchaser may suffer or
incur, directly or indirectly, as a result of the Vendor's failure to
discharge the same.
7. LIABILITIES AND CUSTOMER CONTRACTS
7.1 Except as specifically assumed by the Vendor or the Purchaser under
this Agreement, the Vendor will be liable in respect of anything done
or omitted to be done up to the Completion Date and the Purchaser will
be liable in respect of anything done or omitted to be done after the
Completion Date respectively in relation to the use of the Business and
Assets or the carrying on of the Business and the Purchaser and the
Vendor will indemnify each other in full accordingly.
7.2 Subject to Clause 7.3, the Vendor shall with effect from the Effective
Date be deemed to have assigned to the Purchaser all the Customer
Contracts and the Finance Agreements (together "the Contracts") which
are capable of assignment without the consent of a third party and the
Purchaser shall be deemed to have accepted an assignment of such
Contracts and shall perform all the Vendor's unperformed or partly
performed obligations under the Customer Contracts (save to the extent
of any liability under the Customer Contracts arising from any default
occurring prior to the Completion Date except the Liabilities which
shall be assumed by the Purchaser), whether those obligations relate to
the period before or after the Completion Date.
7.3 If a Contract cannot be transferred to the Purchaser except by an
assignment made with the consent of a third party or by an agreement of
novation and such consent has not been obtained at or prior to
Completion, then the following provisions apply:
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7.3.1 this Agreement shall not constitute an assignment or attempted
assignment of the Contract if such assignment or attempted
assignment would constitute a breach of the Contract;
7.3.2 the Vendor and the Purchaser shall use their respective
reasonable endeavours to obtain the consent of the third party
to the assignment, or procure the novation of the Contract as
soon as practicable; and
7.3.3 unless and until the Contract is assigned or novated the
Vendor shall hold the Contract on trust for the Purchaser with
all benefits under the Contract held in trust for the
Purchaser and the Purchaser shall (to the extent permitted
under, and without constituting a breach of, the Contract in
question) perform all the obligations of the Vendor under the
Contract as the Vendor's sub-contractor.
8. EMPLOYEES
8.1 The parties acknowledge and agree that, pursuant to the Employment
Regulations, the contracts of employment between the Vendor and each
Employee will have effect from the Effective Date (which shall be the
"time of transfer" for the purposes of the Employment Regulations) as
if originally made between the Purchaser and each such Employee.
8.2 All wages, salaries and other costs and expenses of, and all other
obligations in respect of, the Employees in respect of the period to,
and including, the Effective Date shall be discharged by the Vendor.
The Vendor shall indemnify and keep indemnified the Purchaser against
all liabilities arising from any failure by the Vendor so to discharge.
8.3 The Purchaser will assume the outstanding obligations of the Vendor in
respect of the untaken holiday entitlements and unpaid holiday
remuneration of the Employees accrued up to the Effective Date.
8.4 The Vendor will keep the Purchaser indemnified in full against all
actions, proceedings, costs, claims, demands, awards, fines, orders,
expenses and liabilities (including all reasonable legal and other
professional fees and expenses) whenever arising, directly or
indirectly, in connection with:-
8.4.1 the termination of the employment of any of the
Employees (whether or not terminated by the giving of
notice, and if by the giving of notice, whenever that
notice expires) by the Vendor up to and including the
Completion Date or of any other employees of the
Vendor (not being Employees) whether before, on or
after the Completion Date;
8.4.2 any act or omission of the Vendor up to and including
the Completion Date in respect of the employment of
the Employees by the Vendor and any claim by any
person other than an Employee relating to that
person's employment by the Vendor;
8.4.3 the contract of employment of a person who is not one
of the Employees which is deemed to have been effected
between the Purchaser and such person as a result of
the provisions of the Regulations (unless the
Purchaser agrees that such person will e deemed to be
one of the Employees); and
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8.4.4 the failure of the Vendor to inform and consult with
any appropriate representative (as defined by the
Regulations) or Employee with regard to affected
employees (as defined in the Regulations).
9. VAT
9.1 The parties intend that the Business shall be sold as a going concern
and that section 49 VATA and Article 5 of the Value Added Tax (Special
Provisions) Order 1995 shall apply to the transfer of the Business. All
amounts expressed in this Agreement as being payable by the Purchaser
are expressed as exclusive of any VAT which may be chargeable,
9.2 Accordingly:
9.2.1 the Purchaser declares its intention to use the Assets in
carrying on the Business and that it will on Completion be a
taxable person for VAT purposes;
9.2.2 the parties shall use all reasonable endeavours to secure that
the transfer of the Assets under this Agreement is treated as
neither a supply of goods nor a supply of services for the
purposes of VAT; and
9.2.3 if VAT should be chargeable on the transfer under this
Agreement of the Assets or the Business (or on any part of the
same), then the Purchaser shall, in addition to any amount
expressed in the Agreement to be payable by the Purchaser to
the Vendor, pay the amount of any such VAT to the Vendor
within three Business Days of the Vendor delivering an
appropriate VAT invoice.
10. Following Completion
10.1 The Vendor shall for a period of not less than six years from the date
of this Agreement (or longer if required by law) preserve all the
records not transferred to the Purchaser under this Agreement and the
Vendor shall upon reasonable notice make them available to the
Purchaser or its agents at reasonable times.
10.2 After Completion the Vendor shall not request H.M. Customs and Excise
to remove any VAT records from the Purchaser's custody.
10.3 The Purchaser shall for a period of not less than six years from the
date of this Agreement (or longer if required by law) preserve all the
records transferred to it by the Vendor and the Purchaser shall upon
reasonable notice make them available to the Vendor or its agents at
reasonable times.
10.4 The Vendor undertakes to pass to the Purchaser as soon as reasonably
practicable upon receipt and in any event within 5 Business Days of
receipt any monies to which the Purchaser is entitled in relation to
the Business which the Vendor may receive after Completion. The
Purchaser undertakes to pass to the Vendor as soon as reasonably
practicable upon receipt and in any event within 5 Business Days of
receipt any monies to which the Vendor is entitled in relation to the
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Debts or to the Business as carried on prior to Completion which the
Purchaser may receive after Completion. Any money received from a
debtor which expressly refers to a specific invoice shall be allocated
in or towards discharge of that invoice. Subject thereto monies
received without reference to a particular invoice will be deemed to
have been paid in or towards discharge of the latest debt.
11. ANNOUNCEMENTS AND PUBLICITY
No announcement or circular or other publicity in connection with the
subject matter of this Agreement shall be made by or on behalf of the
Vendor and the Purchaser without the approval of the other as to its
content, form and manner of publication (such approval not to be
unreasonably withheld or delayed) save that any announcement, circular
or other publicity required to be made or issued pursuant to any legal
or regulatory authority may be made or issued without such approval.
12. NOTICES
12.1 Any notice or other communication given under, or in connection with,
this Agreement shall be in writing and delivered personally or sent by
first class pre-paid post (or by air mail to an address outside the
United Kingdom) or by facsimile to the party to be served at its
address set out in this Agreement or at such other address or facsimile
number notified from time to time by that party by written notice to
the other party.
12.2 In the absence of evidence of earlier receipt, a notice or other
communication shall be deemed to have been served:
12.2.1 if delivered personally, when left at the address of the
relevant party;
12.2.2 if sent by first class post, two days after posting it or, if
sent by air mail, five days after posting it; and
12.2.3 if sent by facsimile, upon receipt of a confirmation of full
transmission slip.
13. GENERAL
13.1 Neither party may assign or transfer all or any part of its rights and
obligations arising under this Agreement without the prior written
consent of the other party.
13.2 No variation of this Agreement shall be effective unless made in
writing and signed by or on behalf of each of the parties.
13.3 Notwithstanding Completion, the provisions of this Agreement shall, to
the extent that they remain to be performed or are capable of
subsisting, remain in full force and effect and shall be binding on,
and enforceable by, the parties or their respective successors or
assignees.
13.4 This Agreement (together with the documents referred to in it or
executed at Completion) constitutes the entire and only agreement and
understanding between the parties with respect to its subject matter
and replaces, supersedes and extinguishes all prior drafts, agreements,
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arrangements, warranties, undertakings and statements (in whatsoever
form) regarding such subject matter.
13.5 The Purchaser acknowledges that neither the Vendor nor any of its
officers, employees, advisers or agents has made or given any
representation, warranty, undertaking, statement (in whatsoever form)
or commitment of any nature whatsoever (for the purposes of this Clause
16.5 each a "representation") in relation to the subject matter of this
Agreement;
13.6 The Purchaser acknowledges that it has not relied upon, and has not
been induced to enter into this Agreement (or any of the documents
referred to in it or executed at Completion) in reliance upon, any
representation made or given by or on behalf of the Vendor or any of
its officers, employees, advisers or agents other than any
representation expressly set out in this Agreement.
13.7 The Purchaser irrevocably and unconditionally waives, in the absence of
fraud, any rights which it might otherwise have had to seek to rescind
or terminate this Agreement or to claim damages against the Vendor for,
or arising out of, any breach of any warranty or representation not
contained in this Agreement.
14. THIRD PARTIES
The parties hereby declare that no term of this Agreement is intended
by the parties to confer a benefit on any Third Party (as defined by
the Contracts (Rights of Third Parties) Act 1999), nor is it intended
to be enforceable by any Third Party. The provisions of the said Act
are hereby excluded.
15. Governing law and jurisdiction
15.1 This Agreement shall be governed by and construed in accordance with
English law.
15.2 The parties irrevocably agree that the courts of England shall have
jurisdiction in relation to any matters arising out of, or in
connection with, this Agreement and, for those purposes, irrevocably
submit to the exclusive jurisdiction of those courts.
16. Counterparts
This Agreement may be executed in two or more counterparts, each of
which shall be deemed to be an original, and which together shall
constitute one and the same Agreement. Unless otherwise provided in
this Agreement, this Agreement shall become effective and be dated (and
each counterpart shall be dated) on the date on which this Agreement
(or a counterpart of this Agreement) is signed by the last of the
parties to execute this Agreement or, as the case may be, a counterpart
thereof.
EXECUTED as a deed on the date of this document.
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SCHEDULE 1
COMPLETION REQUIREMENTS
1. Obligations of the Vendor
1.1 The Vendor shall deliver to or procure delivery to the Purchaser of:
1.1.1 physical possession of all the Assets capable of passing by
delivery with the intent that title in such Assets shall
pass by and upon such delivery;
1.1.2 duly executed agreements for the assignment or novation of
the benefit of the Customer Contracts to the Purchaser, or
as the Purchaser shall direct (to be delivered within 3
Business Days of Completion rather than on the Completion
Date);
1.1.3 all documents of title (if any) pertaining to the Stock;
1.1.4 the Customer Contracts;
2. Obligations of the Purchaser
The Purchaser shall deliver to the Vendor's bank account by telegraphic
transfer the Consideration payable as soon as reasonably practicable
and in any event within 7 days of Completion in accordance with Clause
4.3.
3. Action after Completion
3.1 Each of the Vendor and the Purchaser shall issue a statement to the
customers identified in the Customer Contracts informing them of the
transfer of the Customer Contracts to the Purchaser.
3.2 All correspondence, information, orders, enquiries and other
documentation and items relating to or connected with the Assets
received by the Vendor on or after Completion shall be immediately
passed to the Purchaser or as it may direct.
4. Further Assurance
4.1 Each party shall execute and deliver at Completion or as soon as
practicable thereafter such further documents as may be necessary to
give full effect to the terms of this Agreement.
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SCHEDULE 2
THE CUSTOMER CONTRACTS
Please see attached
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SCHEDULE 3
THE STOCK
Please see attached
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SCHEDULE 4
THE EMPLOYEES
Xxxxx Xxxx
Xxxxxx Xxxxxx
Xxxxxxxxxxx Xxxxx
Xxxxxx Xxxxxx
Xxxxxx Xxxxxx
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EXECUTED (but not delivered )
until the date hereof) as a Deed by )
SMARTCALL LIMITED )
acting by:- )
.......................................
Director
.......................................
Secretary
EXECUTED (but not delivered )
until the date hereof) as a DEED by )
TELTRONICS LIMITED acting by:- )
.......................................
Director
........................................
Secretary
