Preview of our top selling Asset Purchase Agreement
RoweCom / Dawson Production Services - Busines Sale and Purchase Agreement
Exhibit 2.1
Dated September 16, 1999.
DAWSON HOLDINGS PLC
- and -
ROWECOM INC.
- and -
THE VENDORS
- and -
THE PURCHASERS
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AGREEMENT
for the sale and purchase of
the subscription business and, in Canada, the
books business of the Information Services Group
of Dawson Holdings PLC
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ASHURST MORRIS CRISP
Broadwalk House
5 Appold Street
London EC2A 2HA
Tel: 0171-638 1111
Fax: 0171-972 7990
CONTENTS
CLAUSE PAGE 1. INTERPRETATION........................................................................... 4 2. SALE AND PURCHASE........................................................................ 15 3. CONDITIONS............................................................................... 20 4. PERIOD TO COMPLETION..................................................................... 22 5. COMPLETION............................................................................... 24 6. COMPLETION ACCOUNTS...................................................................... 25 7. INDEBTEDNESS............................................................................. 29 8. WARRANTIES............................................................................... 30 9. PROTECTION OF GOODWILL................................................................... 31 10. ACTION AFTER COMPLETION AND UNDERTAKINGS OR PERMISSIONS BY DAWSON........................ 33 11. LIABILITIES OF THE BUSINESS.............................................................. 36 12. RECEIVABLES.............................................................................. 37 13. CONTRACTS................................................................................ 37 14. EMPLOYEES................................................................................ 38 15. CONFIDENTIAL INFORMATION................................................................. 43 16. PURCHASER WARRANTIES..................................................................... 44 17. PENSIONS................................................................................. 46 18. ANNOUNCEMENTS............................................................................ 46 19. COSTS AND TAXES.......................................................................... 46 20. EFFECT OF THIS AGREEMENT AND COMPLETION.................................................. 47 21. ALTERNATIVE DISPUTE RESOLUTION........................................................... 47 22. FURTHER ASSURANCES....................................................................... 49 23. ENTIRE AGREEMENT......................................................................... 50 24. VARIATIONS............................................................................... 50 25. WAIVER................................................................................... 50 26. INVALIDITY AND INCONSISTENCY............................................................. 51 27. NOTICES.................................................................................. 51 28. COUNTERPARTS............................................................................. 53 29. GOVERNING LAW AND JURISDICTION........................................................... 53 30. NO ASSIGNMENT............................................................................ 53 SCHEDULE 1 Particulars relating to the Company.................................................. 55 SCHEDULE 2 Particulars relating to Subsidiaries................................................. 56 SCHEDULE 3 The Warranties....................................................................... 62 Part A - General................................................................................ 62 SCHEDULE 3 The Warranties....................................................................... 107 Part B - Jurisdiction Specific.................................................................. 107 SCHEDULE 4 Seller's Limitations on Liability.................................................... 118 SCHEDULE 5 Action Pending Completion............................................................ 124 SCHEDULE 6 The Properties....................................................................... 127 SCHEDULE 7 Pensions............................................................................. 130 SCHEDULE 8...................................................................................... 145 Proforma Completion Accounts.................................................................... 145 SCHEDULE 9...................................................................................... 146 Accounting Policies and Procedures for the Completion Accounts and/or the First Quarter Accounts....................................................................................... 146 SCHEDULE 10..................................................................................... 150 Completion...................................................................................... 150
SCHEDULE 11..................................................................................... 156 Agreed Terms Documents.......................................................................... 156 SCHEDULE 12..................................................................................... 158 SCHEDULE 13..................................................................................... 161 Confirmation Letter............................................................................. 161 SCHEDULE 14..................................................................................... 162 Permitted Encumbrances.......................................................................... 162 SCHEDULE 15..................................................................................... 164 Registration of RoweCom Shares.................................................................. 164 SCHEDULE 16..................................................................................... 168 Assumed Liabilities............................................................................. 168 SCHEDULE 17..................................................................................... 169 Accounting Policies and Procedures for the First Quarter Accounts............................... 169 SCHEDULE 18..................................................................................... 171 Losses.......................................................................................... 171
THIS AGREEMENT is made on 1999
BETWEEN:-
(1) DAWSON HOLDINGS PLC (No. 34273) whose registered office is at 9th Floor
(South Wing), AMP House, Dingwall Road, Croydon CR0 9XA, United Kingdom
("Dawson");
(2) ROWECOM INC. whose office is at 725 Concord Avenue, Cambridge,
Massachusetts, United States of America, a Delaware Corporation
("RoweCom");
(3) THE VENDORS (as defined below); and
(4) THE PURCHASERS (as defined below),
(together the "parties").
THE PARTIES AGREE AS FOLLOWS:-
1. INTERPRETATION
1.1 In this agreement the following words and expressions and abbreviations
have the following meanings, unless the context otherwise requires:-
"Accounts Date" means 30 September 1998;
"Advance Publisher Payment" means any advance payments made by any member
of the Dawson Group or any member of the Group prior to Completion to
publishers;
"Agreed Rate" means the base rate from time to time of National
Westminster Bank Plc;
"Announcement Date" means 16 September 1999;
"Assets" means the Books and Records, Business Information, the benefit
(subject to the burden in respect of obligations to be performed and
arising after Completion) of the Contracts, Fixed Plant, Goodwill,
Intellectual Property, Loose Plant, Properties, Receivables and Stock
together with all other assets and rights and the benefit of any claims
relating to the Asset Businesses at Completion, other than the Excluded
Assets;
"Asset Businesses" means together the Canadian Business, the French
Business, the Spanish Business and the UK Business;
"Asset Vendors" means those corporate entities (other than the Share
Vendor) whose names are set out in schedule 12;
"associated company" has the meaning given to it in sections 416 et seq.
TA;
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"Assumed Employees" means those employees of the Asset Businesses whose
names are listed in the document in the agreed terms headed "Assumed
Employees" together with those persons employed by the Dawson Group in the
Asset Businesses between the date hereof and Completion with the consent of
RoweCom less those who resign or are dismissed or whose contract of
employment expired between the date hereof and Completion and "Assumed
Employee" means any of them;
"Assumed Liabilities" means the obligations of the Group in relation to the
trade creditors of the Asset Businesses as included in the Completion
Accounts or under the Contracts (but excluding the Excluded Liabilities) as
at Completion and the liabilities specified in schedule 16;
"Books Business" means the books business of the Information Services Group
of Dawson and the Dawson Group wheresoever carried on and whether carried
on separately or together;
"Books and Records" means all books and records other than those required
by law to be retained by any of the Vendors and including customer lists,
publisher information, books of account, employees and financial and tax
records, and all other records to the extent they relate to the Business as
at Completion on whatsoever medium they are stored;
"Business" means the subscription business of the Information Services
Group of Dawson and the Dawson Group wheresoever carried on and whether
carried on separately or together;
"Business Confidential Information" means all information relating to any
Group Company or the Business, including its operations, trade secrets or
financial or other information (including future plans and targets of any
Group Company or the Business) which is not in the public domain;
"Business Day" means a day (excluding Saturdays) on which banks generally
are open in London for the transaction of normal banking business;
"Business Information" means all information, know-how and documentation
(and on whatsoever medium they are stored) relating to the Business and
Assets as at Completion including all correspondence, promotional material,
lists of customers and suppliers, technical or computer hardware or
software manuals;
"Canadian Business" means that part of the Business and the Books Business
operating in Canada;
"Canadian Employees" means those Assumed Employees of the Canadian
Business;
"Canadian Purchaser" means the Corporate entity(ies) nominated by RoweCom
for the purpose of acquiring the Canadian Business;
"Canadian Real Property" means the real property located at 1540 North
Routledge Park, London, Ontario;
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"Company" means Dawson, Inc., details of which are listed in schedule 1;
"Completion" means the completion, subject to clause 3.2, of the sale and
purchase of the US Shares and the Asset Businesses in accordance with
clause 5;
"Completion Accounts" means a document in the format set out in schedule 8
setting out certain assets and liabilities on a consolidated basis of the
Group as at the Completion Date to be prepared in accordance with clause 6
and schedule 9;
"Completion Date" means the date on which Completion occurs;
"Conditions" means the conditions set out in clause 3.1;
"Consideration" means (Pounds)34,000,000 as adjusted in accordance with
clause 2.5;
"Contracts" means all contracts relating to the Asset Businesses which are
wholly or partly unperformed as at Completion and all outstanding offers by
or to the Dawson Group relating to the Asset Businesses as at Completion
including those listed in the document in the agreed terms headed
"Contracts" but excluding:-
(a) contracts of employment with the Assumed Employees; and
(b) those contracts which are Excluded Assets;
"Dawson's Account" means the bank account(s) notified by Dawson to RoweCom
no later than three Business Days prior to Completion;
"Dawson Group" means Dawson, any parent undertaking from time to time of
Dawson and the subsidiary undertakings and the associated companies from
time to time of such companies (which for the avoidance of doubt shall
exclude the Group), all of them and each of them as the context admits;
"Dawson Group Confidential Information" means all information relating to
the Dawson Group including its operations, trade secrets or financial or
other information which is not in the public domain;
"Dawson's Solicitors" means Biddle, 1 Gresham Street, London EC2V 7BU;
"Disclosure Letter" means a letter of today's date together with the
attachments thereto addressed by Dawson to RoweCom disclosing exceptions to
the Warranties;
"Disclosure Letters" means the Disclosure Letter and the Supplemental
Disclosure Letter;
"Due Diligence Reports" means the due diligence report prepared by
RoweCom's Solicitors and dated 15 September 1999 and the due diligence
report prepared by PricewaterhouseCoopers and dated 13 September 1999;
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"EGM" means the extraordinary general meeting of Dawson called for 2
October 1999 to approve the transaction contemplated by this agreement;
"Encumbrance" means any mortgage, charge (fixed or floating), pledge, lien,
hypothecation, trust, right of set off or other third party right or
interest (legal or equitable) including any right of pre-emption,
assignment by way of security, reservation of title or any other security
interest of any kind however created or arising or any other agreement or
arrangement (including a sale and repurchase arrangement) having similar
effect;
"ERA" means the Employment Rights Act 1996;
"Estimated First Quarter Profit Amount" means the amount of gross profit in
respect of the First Quarter to be calculated in accordance with schedule
17;
"Estimated Working Capital Amounts" means the sum of (Pounds)9,000,000 to
be allocated on a country by country basis prior to Completion in
accordance with the agreement of RoweCom and Dawson where those parties
agree to act reasonably in determining the allocation;
"Exchange Act" means the United States Securities Exchange Act of 1934, as
amended;
"Excluded Assets" means cash in hand and at bank of the Asset Businesses
and those assets of the Asset Businesses listed in the document in the
agreed terms headed "Excluded Assets";
"Excluded Contract Liabilities" means all obligations and liabilities of
any Asset Vendor relating to or arising in connection with:-
(a) any breach of contract, breach of duty or which are attributable to
any act, neglect, omission, or default of any Asset Vendor prior to
Completion; or
(b) any product delivered by any Asset Vendor or any service performed by
any Asset Vendor prior to Completion;
"Excluded Liabilities" means any and all liabilities, claims, costs or
expenses of any nature whatsoever directly or indirectly related to the
Business at the Completion Date and attributable to the period prior to
Completion (but excluding the Assumed Liabilities) including, for the
avoidance of doubt:-
(a) any liabilities in respect of the Excluded Contract Liabilities;
(b) any liabilities in respect of the Retained Employees;
(c) in respect of the Asset Businesses any liabilities to Tax to the
extent those liabilities relate to any period ending on or before (but
not as a result of) Completion; and
(d) any amounts owed by any of the Asset Vendors to any third party by way
of overdraft or other borrowings;
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"First Quarter" means the period following Completion to 31 December 1999
(inclusive) and "First Quarter Date" shall be 31 December 1999;
"First Quarter Accounts" means statement of the First Quarter Profit Amount
prepared in accordance with clause 6.15 and schedule 17;
"First Quarter Profit Amount" means the gross profit in respect of the
First Quarter to be calculated in accordance with clause 6.15 and schedule
17;
"First Tranche" means the RoweCom common stock being issued in partial
satisfaction of the Consideration in accordance with clause 2.4(b);
"Fixed Plant" means all of the fixed plant, machinery, equipment and
tooling used or intended for use in the Business attached or fixed to the
Properties as at Completion including those items of fixed plant listed in
the document in the agreed terms headed "Fixed Asset Register";
"Folkestone Lease" means the lease of part of the Folkestone Property to be
granted pursuant to schedule 10 in the agreed terms;
"Folkestone Property" means the freehold property known as land on the West
Side of Park Farm Road, Folkestone as registered at HM Land Registry under
title number K285171;
"French Bank Guarantee" means the first demand bank guarantee to be issued
at Completion at the request of Dawson (or the French Vendor) by a bank of
good repute and financial standing in favour of RoweCom (or the French
Purchaser) for the total amount of the Consideration attached to the French
Business;
"French Business" means that part of the Business operating in France;
"French Business Agreement" means the agreement to be signed in French at
Completion and providing for the sale by the French Vendor and the purchase
by RoweCom (or the French Purchaser) of the French Business (but excluding
the French Real Property) and, without limitation, containing the terms and
conditions required by French laws dated 17 March 1909 and 25 June 1935;
"French Employees" means those Assumed Employees of the French Business;
"French Escrow Agreement" means the agreement to be signed in French at
Completion and providing for that part of the Consideration to be placed
into escrow account(s);
"French Lease" means the short term lease agreement in the agreed terms to
be signed in French at the date of transfer of ownership of the French Real
Property from the French Vendor to RoweCom (or the French Purchaser) and
whereby RoweCom (or the French Purchaser) will grant to the French Vendor
the temporary right to use part of the French
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Real Property as from the date of transfer of the French Real Property to
RoweCom (or the French Purchaser);
"French Purchaser" means the two corporate entities nominated by RoweCom
for the purpose of acquiring the French Business;
"French Real Property" means the real estate property owned by the French
Vendor and located at Zone Industrielle de la Prairie, Villebon-sur-Yvette
(Essonne), France;
"French Real Property Option" means the agreement to be signed in French at
Completion granting the French Purchaser the option to acquire the French
Real Property subject to certain terms and conditions;
"French Vendor" means Dawson France S.A.;
"Goodwill" means the goodwill relating to the Business as at Completion
together with the exclusive right for RoweCom and the RoweCom Group to
represent themselves as carrying on the Business in succession to the
Vendors and together with the Trade Names;
"Group" means the Company and the Subsidiaries and the Asset Businesses and
references to a "member of the Group" or "Group Company" shall be construed
accordingly;
"Group Indebtedness" means:-
(a) all bank borrowings of the Group as at Completion;
(b) all finance lease liabilities of the Group as at Completion; and
(c) all Intra-Group Indebtedness owed by the Group to the Dawson Group as
at Completion;
"Indemnities" means the indemnities or similar provisions contained in this
agreement including clauses 8.8 and 11.2;
"Initial Consideration" means the Consideration payable pursuant to clauses
2.4(a) and (b) prior to any adjustment pursuant to clause 2.5;
"Intellectual Property" means the registered and unregistered intellectual
property listed in the document in the agreed terms headed "Intellectual
Property" together with all other Intellectual Property Rights used or
owned exclusively in the Business and all rights of the Dawson Group
against third parties in respect of any of the foregoing in each case as at
the date of this agreement;
"Intellectual Property Assignments" means the assignments in the agreed
terms of the registered and unregistered Intellectual Property;
"Intellectual Property Rights" means in relation to the Business any and
all patents, trade marks, trade names and signs within the scope of the
transfer, rights in designs, get-up, the
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Trade Names, copyrights, topography rights (whether registered or not and
any applications to register or rights to apply for registration of any of
the foregoing), rights in inventions, Know-How, trade secrets and other
confidential information, rights in databases and all other intellectual
property rights of a similar or corresponding character which may now or in
the future subsist in any part of the world;
"Intra-Group Indebtedness" means all debts outstanding between members of
the Group, on the one hand, and members of the Dawson Group, on the other
(other than Intra-Group Trading Indebtedness);
"Intra-Group Trading Indebtedness" means all debts outstanding as at
Completion between members of the Group, on the one hand, and members of
the Dawson Group, on the other, in respect of intra-group trading
activities in the ordinary and usual course of trading;
"IQ Software" means the on-line information access system known as
Information Quest allowing libraries and others to obtain access to an
electronic index, abstracts and various types of publisher content
including software (object and source code) and related technology,
technical information and knowledge;
"IQ Software Licence" means the non-exclusive licence in the agreed terms
whereby RoweCom grants to Dawson the right to use the IQ Software on a
perpetual, royalty-free and irrevocable basis;
"Know-How" means confidential or proprietary industrial, technical or
commercial information and techniques in any form (including paper,
electronically stored data, magnetic media, files and micro-film)
including, without limitation, drawings, data relating to inventions,
formulae, test results, reports, research reports, project reports and
testing procedures, instruction and training manuals, market forecasts,
specifications, quotations, lists and particulars of customers and
suppliers, marketing methods and procedures, show-how and advertising copy;
"London Stock Exchange" means London Stock Exchange Limited;
"Loose Plant" means the loose plant including movable plant, machinery,
equipment, desk top computers and/or computer systems, spare parts,
tooling, vehicles and furniture used or intended for use primarily in the
Business as at Completion including those items of loose plant listed in
the document in the agreed terms headed "Fixed Asset Register" and
identified therein as used or intended for use primarily in the Business;
"Management Accounts Date" means 3 April 1999;
"Oregon Lease" means the lease of the Oregon Property in the agreed terms;
"Permit" means a permit, licence, consent, approval, certificate,
qualification, specification, registration or other authorisation or a
filing of a notification report or assessment necessary in any jurisdiction
for the proper and efficient operation of the Business and, for the
avoidance of doubt, each Group Company's business, its ownership,
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possession, occupation or use of an asset or the execution and performance
of this agreement;
"Properties" means the properties (excluding the Folkestone Property)
particulars of which are set out in schedule 6 and shall include where the
context so admits the individual properties comprising the Properties or
any part or parts thereof and "Property" shall be construed accordingly;
"Purchasers" means RoweCom and those members of the RoweCom Group which it
procures to purchase the US Shares or any part or number of the Asset
Businesses under this agreement whose names are set out in column 3 of
schedule 12;
"Receivables" means all amounts owed to the Vendors (other than under the
Excluded Contracts) in the ordinary course of carrying on the Asset
Businesses as at Completion;
"Regulations" means Council Directive 77/187/EEC and in respect of the UK
Employees enacted by the Transfer of Undertakings (Protection of
Employment) Regulations 1981, in respect of the French Employees enacted by
Article L-122-12 of the French Employment Code and in respect of the
Spanish Employees enacted by the Workers' Statute approved by Royal
Legislative Decree 1/1995 dated March 24, 1995;
"Regulatory Consents" means all filings deemed necessary or appropriate by
the parties hereto in respect of the proposed acquisition of any of the
Group Companies and the Asset Businesses and the Assets or any matters
arising therefrom having been made to all relevant authorities in any
jurisdiction deemed necessary or appropriate including, but not limited to,
Canada, France, Spain, the United Kingdom and the US and all appropriate
waiting and other time periods under any applicable legislation or
regulations in any jurisdictions having expired, lapsed or been terminated
and all necessary statutory or regulatory obligations in any jurisdiction
in respect of the proposed acquisition of the Group Companies and the Asset
Businesses and the Assets or any matters arising therefrom;
"Related Person" means in relation to any party its holding companies and
the subsidiary undertakings and associated companies from time to time of
such holding companies, all of them and each of them as the context admits;
"Relevant Business" means the business of acting as a serials agent for
libraries, information centres and individuals and sourcing and organising
their subscriptions whether in print or electronically but excluding:-
(a) the Books Business; and
(b) for the avoidance of doubt, the newspaper, magazine and brochure
physical distribution business carried on at any time by the Dawson
Group including any business involving the sourcing or organisation of
subscriptions for newspapers, magazines and brochures which is
ancillary to the physical distribution of newspapers, magazines and
brochures;
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"Retained Employees" means any persons other than the Assumed Employees who
are or have been at any time prior to Completion engaged to any extent by
the Dawson Group in the Business (excluding the Group Companies);
"RoweCom Group" means RoweCom, any parent undertaking from time to time of
RoweCom and the subsidiary undertakings and associated companies from time
to time of such companies (including, for the avoidance of doubt, the Group
after Completion), all of them and each of them as the context admits;
"RoweCom Group Confidential Information" means all information relating to
the RoweCom Group including its operations, trade secrets or financial or
other information which is not in the public domain;
"RoweCom Shares" means the fully paid RoweCom common stock to be allotted
and issued to Dawson in accordance with clauses 2.4(b) and (d);
"RoweCom's SEC Filings" means, RoweCom's:-
(a) registration statement on Form S-1 (Registration No. 333-68761);
(b) Quarterly Report on SEC Form 10-Q for the quarter ended March 31,
1999;
(c) Current Report on SEC Form 8-K dated June 22, 1999; and
(d) Quarterly Report on SEC Form 10-Q for the quarter ended June 30, 1999;
in each case, as filed with the SEC and (if applicable) as amended to
date;
"RoweCom's Account" means the account in the name of RoweCom, account
number 614005734 at Bank One of Columbus, OH, ABA#044000037;
"RoweCom's Solicitors" means Ashurst Morris Crisp of Broadwalk House, 5
Appold Street, London EC2A 2HA;
"SEC" means the United States Securities and Exchange Commission;
"Second Tranche" means the RoweCom common stock being issued in partial
satisfaction of the Consideration in accordance with clause 2.4(d);
"Securities Act" means the United States Securities Act of 1933, as
amended;
"Share Vendor" means Dawson Overseas Holdings Limited details of which are
set out in schedule 12;
"Shared Services" means the services to be provided by the Group to the
Dawson Group and by the Dawson Group to the Group after Completion in
accordance with the letter from Dawson to RoweCom dated 16 September 1999;
"Spanish Business" means that part of the Business operating in Spain;
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"Spanish Business Agreement" means the notarised agreement to be signed in
Spanish before a Spanish Public Notary at Completion and providing for the
sale and purchase of all or part of the Spanish Business (including the
Spanish Real Property);
"Spanish Employees" means those Assumed Employees of the Spanish Business;
"Spanish Purchaser" means the corporate entity nominated by RoweCom for the
purpose of acquiring the Spanish Business;
"Spanish Real Property" means the leasehold of the Spanish Vendor with
respect to the offices at Edificio Santander Calle I, nave 12-14, Las
Rozas, Madrid (Europolis);
"Stock" means the stock in trade, raw materials, fuels, packing materials,
work in progress and finished goods held, acquired or produced in
connection with the Asset Businesses and which are at Completion at the
Properties or elsewhere for or with a view to sale;
"Subsidiary" means a subsidiary undertaking of the Company specified in
schedule 2 and "Subsidiaries" means all those subsidiary undertakings;
"Spanish Vendor" means Dawson Espana Agencia de Ediciones, S.L.;
"Supplemental Disclosure Letter" means a letter dated the Business Day
immediately prior to the Completion Date together with any attachments
thereto addressed by Dawson to RoweCom relating solely to events that have
occurred after the date of this agreement and disclosing those matters as
exceptions to the Warranties;
"TA" means the Income and Corporation Taxes Act 1988;
"Tax Deed" means a deed of indemnity in the agreed terms;
"Third Party Consents" means all authorisations, orders, grants, consents,
clearances, licences, permissions and approvals in any jurisdiction
including, but not limited to, Canada, France, Spain, and the US deemed
necessary or appropriate by both of the parties hereto for, or in the
United Kingdom in respect of, the proposed acquisition of any of the Group
Companies and the Asset Businesses and the Assets or any matters arising
therefrom;
"Trade Names" means the trade names used in the Business listed in the
document in the agreed terms headed "Trade Names";
"UK Business" means that part of the Business operating in the United
Kingdom;
"UK Employees" means those Assumed Employees of the UK Business;
"US Real Property" means the real estate property owned or leased by the
Company and located at 15 Southwest Park, Westwood, Massachusetts 02090 and
4425 Brookfield Corporate Drive, Suite 2000, Chantilly, VA 20151, and 122
East 42/nd/ Street, New York, NY 10168, and 1001-1005, W-Pines Road,
Oregon, IL 61061;
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"US Shares" means all of the issued shares in the capital of Dawson, Inc.;
"US" means the United States of America, its territories and possessions,
each state thereof and the District of Columbia;
"Vendors" means the Share Vendor and the Asset Vendors;
"Warranties" means the representations and warranties set out in schedule
3; and
"Working Capital Amount" means separately in relation to each Asset Vendor
and, on a consolidated basis, the Company and the Subsidiaries, the sum to
be calculated in accordance with clause 6.10 and schedule 9, together the
"Working Capital Amounts";
1.2 In this agreement unless otherwise specified, reference to:-
(a) a "subsidiary undertaking" is to be construed in accordance with
section 258 of the Companies Act 1985 and a "subsidiary" or "holding
company" is to be construed in accordance with section 736 of that
Act;
(b) a document in the "agreed terms" is a reference to that document in
the form approved and for the purposes of identification signed by or
on behalf of each party;
(c) "FA" followed by a stated year means the Finance Act of that year;
(d) "includes" and "including" shall mean including without limitation;
(e) a party means a party to this agreement and includes its assignees (if
any) and/or the successors in title to substantially the whole of its
undertaking;
(f) a person includes any person, individual, company, firm, corporation,
government, state or agency of a state or any undertaking (whether or
not having separate legal personality and irresp...
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