EXHIBIT 10.25
DATED 22nd July 2005
THE INTERNATIONAL PETROLEUM
EXCHANGE OF LONDON LIMITED
and
LIFFE SERVICES LIMITED
and
ATOS EURONEXT MARKET SOLUTIONS LIMITED
and
LIFFE ADMINISTRATION AND MANAGEMENT
----------------------
DEED OF NOVATION
----------------------
THIS DEED is made on 22nd July 2005 (the "Effective Date")
BETWEEN
(1) THE INTERNATIONAL PETROLEUM EXCHANGE OF LONDON LIMITED whose address is
Xxxxxxxxxxxxx Xxxxx, 0 Xx. Xxxxxxxxx'x Xxx, Xxxxxx X0X 0XX (the
"CONTINUING PARTY");
(2) LIFFE SERVICES LIMITED (formerly known as LIFFE SERVICES COMPANY LIMITED)
whose registered office is at Xxxxxx Xxxxxx Xxxxx, 0 Xxxxxx Xxxx, Xxxxxx
XX0X 0XX (the "RETIRING PARTY");
(3) ATOS EURONEXT MARKET SOLUTIONS LIMITED whose registered office is at
Xxxxxx Xxxxxx Xxxxx, 0 Xxxxxx Xxxx, Xxxxxx XX0X 0XX (the "NEW PARTY");
and
(4) LIFFE ADMINISTRATION AND MANAGEMENT whose registered office is at Xxxxxx
Xxxxxx Xxxxx, 0 Xxxxxx Xxxx, Xxxxxx XX0X 0XX ("LIFFE").
WHEREAS
(A) This Deed is supplemental to the TRS Application Services Agreement made
on 25 April 2001 between the Retiring Party and the Continuing Party (the
"AGREEMENT").
(B) The Retiring Party wishes to be released from the Agreement, and the
Continuing Party has agreed to release it.
(C) The New Party has agreed with the Retiring Party and the Continuing Party
to replace the Retiring Party as a party to the Agreement from the
Effective Date.
NOW IT IS AGREED as follows:
1 NOVATION
1.1 From the date of this Deed:
1.1.1 the Retiring Party, the New Party and the Continuing Party agree that,
from the Effective Date, the New Party shall be substituted in place of
the Retiring Party as a
party to the Agreement, and that it shall from the Effective Date be
construed and treated as if it were named therein instead of the Retiring
Party;
1.1.2 the New Party agrees with the Continuing Party that, from the Effective
Date, it shall duly perform and discharge all liabilities, claims,
demands and obligations howsoever arising under the Agreement, which were
to be performed or discharged by the Retiring Party under the Agreement
as if the New Party were named therein instead of the Retiring Party;
1.1.3 the Continuing Party agrees with the New Party that, from the Effective
Date, it shall be bound by the Agreement as if the New Party were named
therein instead of the Retiring Party; and
1.1.4 the Continuing Party and the Retiring Party, from the Effective Date,
release and discharge each other from further performance of the
Agreement and all liabilities, claims, demands and obligations howsoever
arising under the Agreement, whether in contract, tort or otherwise.
2 LICENCES
2.1 Nothing in this Deed shall revoke or affect in any way any of the
permissions, licences, waivers, consents, registrations and approvals
procured by the Retiring Party in accordance with clause 5.2 of the
Agreement (the "5.2 Licences").
2.2 In the event that any of the 5.2 Licences is revoked, the New Party shall
procure such permissions, licences, waivers, consents, registrations and
approvals equivalent to the 5.2 Licences in accordance with requirements
of the Continuing Party under the Agreement.
3 PRE-NOVATION CLAIMS
3.1 Any claims that the Continuing Party might have against the Retiring
Party under the terms of the Agreement in respect of events prior to the
Effective Date may be brought by the Continuing Party against either
LIFFE or the Retiring Party, or both LIFFE and the Retiring Party it
being understood that the Continuing Party shall not recover twice in
respect of any such claim.
4 MISCELLANEOUS
4.1 This Deed is governed by, and shall be construed in accordance with,
English law.
4.2 The courts of England have exclusive jurisdiction to hear and decide any
suit, action or proceedings and to settle any disputes, which may arise
out of or in connection with this Deed (respectively, "PROCEEDINGS" and
"DISPUTES") and, for these purpose, each party irrevocably submits to the
jurisdiction of the courts of England.
4.3 Each party irrevocably waives any objection which it might at any time
have to the courts of England being nominated as the forum to hear and
decide any Proceedings and to settle any Disputes and agrees not to claim
that the courts of England are not a convenient or appropriate forum.
5 COUNTERPARTS
This Agreement may be executed in counterparts, each of which when so
executed and delivered shall be deemed an original, and all of which
together shall constitute one and the same instrument. A complete set of
counterparts shall be lodged with each party hereto.
IN WITNESS of which the parties have executed this document as a deed the first
before written
EXECUTED AS A DEED BY ) /s/ ILLEGIBLE
) ..................................
By ) Chief Operating Officer
)
THE INTERNATIONAL )
PETROLEUM EXCHANGE OF ) /s/ ILLEGIBLE
LONDON LIMITED ) ..................................
Director/Co. Secretary
EXECUTED AS A DEED BY ) /s/ ILLEGIBLE
) ..................................
By ) Director
)
) /s/ ILLEGIBLE
LIFFE SERVICES LIMITED ) ..................................
Director/Co. Secretary
EXECUTED AS A DEED BY ) /s/ ILLEGIBLE
) ..................................
By ) Director
)
ATOS EURONEXT MARKET ) /s/ ILLEGIBLE
SOLUTIONS LIMITED ) ..................................
Director/Co. Secretary
EXECUTED AS A DEED BY ) /s/ ILLEGIBLE
) ..................................
By ) Director
)
LIFFE ADMINISTRATION ) /s/ ILLEGIBLE
AND MANAGEMENT ) ..................................
Director/Co. Secretary
