Asset Purchase Agreement
Category: Asset Purchase
19 INFORMATION AND FURTHER ASSURANCE
19.1 Except as required by law or any regulatory body, the Sellers and the Buyer shall keep confidential this Agreement and its terms and conditions and shall not disclose the same to any third party without the prior written consent of the other party.
19.2 The Sellers shall use all reasonable endeavours to procure that the Buyer, its agents, representatives, accountants and solicitors are given promptly on request on and after Completion all such information regarding the Business and the Assets as the Buyer reasonably requires.
19.3 Each party will at its own expense and following a request by the other:
(a) execute any document and do any thing; and
(b) use reasonable endeavours to procure that a third party executes any document and does any thing,
reasonably necessary to give the relevant party the full benefit of this Agreement and to perfect the transaction intended to be effected pursuant to this Agreement (save that this shall not include the payment by either of the Sellers for any fees payable to a counter party to a Business Contract required by that counter party.
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19.4 If within nine months of Completion the Buyer becomes aware of the existence of any Non-Transferred Assets, it may give written notice to the Seller of the same identifying, with such detail as is then available to the Buyer, each Non-Transferred Asset. Promptly following receipt of such written notice the Sellers shall enter into discussions with the Buyer in good faith for the transfer of or the making available of each Non-Transferred Asset on such terms and for a consideration of such sum as the parties may agree.
19.5 Without limiting Clause 19.3, each Seller shall, if so requested by the Buyer, assign to the Buyer such manufacturers’ guarantees and warranties relating to the Assets as may be in force at Completion insofar as the same are capable of assignment and including (for the avoidance of doubt) the Collateral Warranties and the benefit of all other claims against third parties relating to any of the Assets (including, without limitation, any claim for breach of warranty or representation and return rights for Non-Direct Stock). To the extent that the same are not capable of assignment the Sellers shall hold the benefit on trust for the Buyer and shall take such action as the Buyer may from time to time direct at the expense of the Buyer.
19.6 Each party undertakes to indemnify (and the Buyer undertakes to indemnify in respect of documents to be entered into by Tesco Stores Limited) the other parties against any loss, expense or damage which it may suffer as a result of any transaction document to be entered into and delivered to it pursuant to Clause 5 (Completion ) being unauthorised or for execution and implementation pursuant to the relevant party’s articles of association or other constitutional documents;
19.7 The UK Seller shall after Completion retain the Retained Business Records for a minimum of six years and shall during such period give to the Buyer and its representatives reasonable facilities to inspect the Retained Business Records and to take copies and extracts so far as they relate to the Business at all reasonable times and on reasonable advance notice, save that in the event the UK Seller is to be wound-up and dissolved, the UK Seller shall notify the Buyer in advance and shall on request and at the Buyer’s expense, provide the Buyer with copies of the Retained Business Records.
19.8 The Sellers shall procure that all notices, correspondence, information, orders or inquiries relating to the Business or the Assets (including, without limitation, the Properties) which are received by either Seller or any member of the Sellers’ Group on or after Completion shall be immediately passed to the Buyer.
19.9 At any time after Completion and upon reasonable request from time to time the Buyer shall provide, or procure to be provided, to the Sellers (at the Sellers’ expense), all information relating to the Business relating to the period up to Completion and which is in its possession or under its control.
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Link to the complete Asset Purchase Agreement