oscu=50958001^st=nsw^de=false^ contract for sale …documentsonline.com.au/wp-content/uplo… ·...
TRANSCRIPT
Sale of Business 20
Between and
Date:
Contents
1 Definitions and interpretation 1
1.1 Definitions 1
1.2 Interpretation 4
2 Sale of the Business and Assets 5
2.1 Assets to be sold 5
2.2 No encumbrances 5
2.3 Passing of title and risk 5
3 Consideration 5
4 Deferred Consideration 6
4.1 What is payable as Deferred Consideration 6
4.2 Determination of Deferred Consideration 6
4.3 Certification of Net Revenue and Deferred Consideration 6
4.4 Acceptance procedure 6
4.5 Dispute resolution 6
4.6 Conduct of dispute resolution 6
4.7 Basis of preparation of the Management Accounts 6
4.8 Vendor protections 7
4.9 Timing of payment 7
5 Completion 7
5.1 Where completion takes place 7
5.2 What happens on Completion 7
5.3 Warrantors' indemnity 8
5.4 Change of name of Vendor 8
6 Post Completion 8
6.1 Enquiries in respect of the Business 8
6.2 Preservation of books and records 8
6.3 Receipt of monies following Completion 8
7 Contracts 8
7.1 Rights under the Contracts 8
7.2 Assignment of Contracts 8
7.3 Contracts that are not able to be assigned 9
8 Employees 9
8.1 Vendor’s Indemnity 9
8.2 Vendor to pay Employees 9
8.3 Reimbursement of remuneration 9
9 Liabilities 10
10 Contracts not assigned 10
11 Restrictive covenants 10
11.1 Form of covenants 10
11.2 Separate undertakings 10
12 Warranties 11
12.1 Form of the warranties 11
12.2 Reliance on the warranties 11
12.3 Independent warranties 11
12.4 Grossing up 11
12.5 Reduction of consideration 11
13 Limitations on Vendor's liability 11
13.1 Disclosure 11
13.2 Limitations of liability 11
13.3 Notice of claim 12
13.4 Commencement of proceedings 12
13.5 Restrictions on claims 12
13.6 Mitigation 12
13.7 Contingent matters 12
13.8 Recovery from third parties 12
14 Conduct of Warranty Claims 13
14.1 Notification 13
14.2 No liability for delay 13
14.3 Conduct of claims 13
14.4 Access to information 13
15 General 13
15.1 Acknowledgements 13
15.2 Entire Agreement 13
15.3 Assignment 14
15.4 Variation 14
15.5 Effect of Completion 14
15.6 Invalidity 14
15.7 Releases and waivers 14
15.8 Further assurance 14
15.9 Counterparts 15
15.10 Confidentiality 15
15.11 Default interest 15
15.12 Set-off 15
16 Announcements 16
17 Costs and expenses 16
18 Notices 16
18.1 Form of Notices 16
18.2 Deemed service 16
18.3 When deemed service does not apply 16
18.4 Proof of service 16
18.5 Delaying service 17
19 Governing law and jurisdiction 17
Schedule 1 – Warranties 18
Schedule 2 – The Shareholders 24
Schedule 3 – Apportionment of consideration 25
Schedule 4 – Moveable assets 26
Schedule 5 – The contracts 27
By this agreement dated
between:
of (Purchaser)and
of (Vendor)and
The several persons whose names and addresses appear in schedule 2 (Shareholders).
Recitals
A. The Vendor has agreed to sell to the Purchaser and the Purchaser has agreed to purchase the Vendor Business and Vendor Assets (as defined in this agreement).
B. The Vendor and Purchaser have agreed to record the terms of their agreement in this Deed.
Operative part
It is agreed as follows:
1 Definitions and interpretation1.1 Definitions
In this Agreement, unless the context otherwise requires, the following definitions shall apply:
Accounts means Vendor’s audited accounts for the financial year ended 30 June of the current year including the balance sheet as at that date and the profit and loss account for the Vendor for the period ended on the date of such accounts and including the director's and auditors report on such accounts and any documents required to be annexed to them by law.
Agreement means this Agreement (including any schedule or annexure to it and any document referred to in it or in agreed form).
Assets means the Vendor Assets.
Businesses means the Vendor Business.
Business Day means a day (other than a Saturday or a Sunday) on which clearing banks are open for business in the City of .
Business Information means all information and know-how and techniques (whether or not confidential and in whatever form held) which in any way relates to:
(a) all or any part of the relevant Business and Assets;
(b) any services rendered by the relevant Business;
(c) the operations, management, administration of financial affairs of the relevant Business including any business plans or forecasts, information relating to future business development or planning, information relating to litigation or legal advice; and
(d) the sale or marketing of any of the services rendered by the relevant Business, including, but without limitation sales and market share statistics, market surveys and reports on research.
Card Processing Costs means any costs arising from the processing of credit or debit card payments from Users of the Websites.
Claims means all rights and claims of the Vendors against third parties relating to any of the Assets (whether before or after Completion).
Contracts(a) any Intellectual Property Licences; and
(b) the other contracts or agreements entered into by or on behalf of the Vendor relating to the Vendor Business in respect of the Vendor Business as set out in schedule 5.
Completion means the performance by the parties of the obligations set out in clause 5 (Completion).
Consideration means the aggregate purchase price inclusive of GST and similar taxes (if applicable), to be paid to the Vendors by the Purchaser for the Businesses and Assets, referred to in clause 3.1(a) (Consideration).
Debts means all amounts owing to the Vendors on the Transfer Date (whether or not then due and payable) in relation to the Businesses.
Deferred Consideration as defined in clause 4 (Deferred Consideration) of this Agreement.
Direct Advertising Costs means any direct advertising costs incurred in marketing to Users or potential users in respect of the Vendor Business including but not limited to:
(a) the costs of advertising (including but not limited to cost per mille, cost per click and cost per acquisition), search engine marketing (or similar) campaigns undertaken on third party websites; and
(b) commission and/or fees payable to third parties listed in schedule 5 in respect of the operation of co-branded web-sites pursuant to the agreement between them at the date of this Agreement or any replacement agreement.
Disclosure Letter means the letter of the same date as this Agreement from the Warrantors or their solicitors addressed to the Purchaser.
Domain Names means the domain names, including:
(a) in the case of Vendor
and any other domain names pointing to the Businesses owned by the relevant Vendor and used in connection with such Businesses.
Employees means
Expert means an independent chartered accountant to be nominated by any director of Vendor and the Purchaser and in default of agreement between them within five (5) Business Days of the obligation to appoint arising, on the request of either party by the President for the time being of the Institute of Chartered Accountants in Australia.
Goodwill means the goodwill and other know-how of the Businesses and the exclusive right for the Purchaser to represent itself as carrying on the Businesses in succession to the Vendors and to use all trade names associated with the Businesses.
GST has the meaning set out in A New Tax System (Goods and Services Tax) Act 1999.
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Intellectual Property means all information and know-how and techniques (whether or not confidential and in whatever form held) which in any way relates to:
(a) all or any part of the relevant Business and Assets;
(b) any services rendered by the relevant Business;
(c) the operations, management, administration of financial affairs of the relevant Business including any business plans or forecasts, information relating to future business development or planning, information relating to litigation or legal advice; and
(d) the sale or marketing of any of the services rendered by the relevant Business, including, but without limitation sales and market share statistics, market surveys and reports on research.
Intellectual Property Licences means the licences and other agreements granted by third parties to the Vendors for the use of the Intellectual Property.
Liabilities means all claims, liabilities, obligations and debts of the Vendors on the Transfer Date relating to the Businesses whether matured or not, fixed or contingent including but not limited to, any and all liabilities in respect of bank loans, overdrafts and other loans owing by the Vendors.
Moveable Assets means the moveable assets listed in schedule 4.
Net Advertising Income means advertising revenues received by the Vendor Business in respect of the placement of advertisements on the relevant Websites after the deduction of commission payments to sales agents in respect of the placement and serving of such advertising.
Net Revenue as defined in clause 4.2 (Determination of Deferred Consideration) of the Agreement.
Notice includes any notice, demand, consent or other communication.
Refunds means refunds of subscriptions paid by the Purchaser to Users who subscribed to the Vendor Business prior to Completion.
Restricted Areas means .Restricted Business means the setting up and running of .
Vendor Assets means the assets to be sold by Vendor pursuant to clause 2.1.
Vendor Business means the business of .
Vendor Services Agreement means the services agreement to be entered into between Vendor and Purchaser for the provision of customer support, IT and marketing services by Vendor to the Purchaser.
Subscription Income means the income of the Vendor Business from subscription fees paid to the Vendor by Users.
Taxation means all forms of taxation and statutory governmental, supra-governmental, state, provincial, local governmental or municipal impositions, duties contributions, and levies (including withholdings and deductions) whether of Australia or elsewhere in the world, whenever imposed and however arising and all penalties, fines charges costs and interest, together with the cost of removing any charge or other encumbrance, relating thereto and ‘Tax’ shall be construed accordingly.
Transfer Date means the date of this Agreement, when this Agreement or counterparts of this Agreement are executed and exchanged.
Users means any person who has registered to use any of the Websites and whose name is contained on the User Databases.
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User Databases means the databases in relation to the Vendor Business containing the names and e-mail addresses of Users and certain other personal information relating to Users.
Vendors means the Vendor company and the shareholders of the vendor company named in this agreement and means either or both of them as the context requires.
Warrantors means the Vendors and the Shareholders.
Warranties means the representations and warranties referred to in clause 12 (Warranties) and set out in schedule 3 and ‘Warranty’ means any of them.
Warranty Claim means a claim by the Purchaser against the Warrantors that any Warranty is untrue or inaccurate in any respect or is misleading.
Websites means all of the Internet sites accessible at the time of Completion via the Domain Names and any co-branded websites operated under the agreements listed in schedule 5.
1.2 InterpretationIn this Agreement, unless the context otherwise requires:
(a) words in the singular include the plural and vice versa and words in one gender include any other gender;
(b) a reference to a statute or statutory provision includes:
(i) any repealed statute or statutory provision which it re-enacts (with or without modification); and
(ii) any statute or statutory provision which modifies, consolidates, re-enacts or supersedes it;
(c) a reference to:
(i) any party includes its successors in title and permitted assigns;
(ii) a ‘person’ includes any individual, firm, body corporate, association or partnership, government or state (whether or not having a separate legal personality);
(iii) clauses, schedules and annexures are to clauses, schedules and annexures of this Agreement and references to sub clauses and paragraphs are references to sub clauses and paragraphs of the clause or schedule in which they appear;
(iv) any provision of this Agreement is to that provision as amended in accordance with the terms of this Agreement; and
(v) ‘indemnify’ and ‘indemnifying’ any person against any circumstance include indemnifying and keeping him harmless from all actions, claims and proceedings from time to time made against him and all loss or damage and all payments, costs or expenses made or incurred by that person as a consequence of or which would not have arisen but for that circumstance;
(d) except as set out in clause 1.1, terms defined in the Companies Act 1985 have the meanings attributed to them by that Act;
(e) ‘Australian dollars’ and the sign ‘AUD’ means dollars in the currency of Australia;
(f) the table of contents and headings are for convenience only and shall not affect the interpretation of this Agreement;
(g) general words shall not be given a restrictive meaning:
(i) if they are introduced by the word ‘other’ by reason of the fact that they are preceded by words indicating a particular class of act, matter or thing; or
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(ii) by reason of the fact that they are followed by particular examples intended to be embraced by those general words;
(h) where any liability or obligation is undertaken by two (2) or more persons, the liability or obligation of each of them shall be joint and several; and
(i) where any statement is qualified by the expression ‘so far as the Warrantors are aware’ or ‘to the best of the Warrantors' knowledge and belief" or any similar expression it shall be deemed to include an additional statement that it has been made after due and careful enquiry.
2 Sale of the Business and Assets2.1 Assets to be sold
Vendor with full title guarantee shall sell to the Purchaser and the Purchaser shall purchase as at the Transfer Date the Vendor Business and:
(a) the User Database relating to the Vendor Business;
(b) the Domain Names relating to the Vendor Business;
(c) the Websites (in the case of co-branded Websites to the extent that the Vendor is able to) relating to the Vendor Business;
(d) the benefit (so far as they can lawfully be assigned, transferred to or held in trust for the Purchaser) of the Claims relating to the Vendor Business;
(e) the benefit (subject to the burden) of the Contracts;
(f) the Goodwill relating to the Vendor Business;
(g) the Business Information relating to the Vendor Business;
(h) the Intellectual Property relating to the Vendor Business; and
(i) the Moveable Assets;
together the ‘Vendor Assets’.
2.2 No encumbrancesThe Assets are sold free from all charges and encumbrances (whether monetary or not) and all other rights exercisable by third parties (including those which the relevant Vendor does not, and could not reasonably be expected to, know about).
2.3 Passing of title and riskTitle in, and risk of loss or damage to, the Assets shall pass to the Purchaser on Completion. From Completion the relevant Vendor shall hold the Assets on trust for the Purchaser absolutely until they shall have been delivered, formally transferred or assigned to the Purchaser, and shall act in accordance with the Purchaser's instructions in respect of any Asset that it so holds as trustee.
3 ConsiderationThe Consideration shall be the payment by the Purchaser of:
(a) the sum of AUD$ ( dollars) payable in cash on Completion to Vendor in accordance with clause 5; and
(b) the Deferred Consideration to Vendor in Australian Dollars in accordance with clause 4;
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4 Deferred Consideration4.1 What is payable as Deferred Consideration
The Deferred Consideration shall be the payment to Vendor, in accordance with clause 4.3, of such further sums, if any, as become payable in accordance with clause 4.2.
4.2 Determination of Deferred ConsiderationThe Purchaser shall pay Vendor a sum equal to 50% of the Net Revenue generated by the Vendor Business during 12 month period following Completion (the ‘Deferral Period’) and for the purposes of this clause ‘Net Revenue’ means the Subscription Income and the Net Advertising Income (exclusive of any GST or other sales taxes) in respect of the Deferral Period less Card Processing Costs, Refunds and Direct Advertising Costs incurred in the Deferral Period specified in Australian Dollars.
4.3 Certification of Net Revenue and Deferred Consideration The Purchaser shall within 45 days of the end of the Deferral Period prepare management accounts in respect of the Vendor Business for the Deferral Period (Management Accounts) together with a certificate of the Net Revenue and the Deferred Consideration (Purchaser's Certificate) and shall send a copy of the Management Accounts and the Purchaser's Certificate to the Purchaser and Vendor.
4.4 Acceptance procedureVendor shall notify the Purchaser within 30 days of receipt of the Purchaser's Certificate whether or not it accepts it as drawn, and if no notification is made, Vendor shall be deemed to have so accepted the Purchaser's Certificate.
4.5 Dispute resolutionIf notification of non-acceptance is given by Vendor pursuant to clause 4.4 the Purchaser and the Vendor (with their accountants if desired) shall seek, within 15 days of the date of the notification, to agree any adjustments to the Purchaser's Certificate required to ensure that they are prepared in accordance with this Agreement. If agreement cannot be reached within this period then either the Purchaser or Vendor shall be entitled to refer the dispute to an Expert. The Expert so appointed shall act as expert and not as arbitrator, its decision shall, save in the case of manifest error, be final and binding on the parties and its costs shall be met jointly by Vendor and the Purchaser unless the Expert determines otherwise.
4.6 Conduct of dispute resolutionVendor and the Purchaser (or their professional advisers on their behalf) shall each be entitled to make one submission (or more at the request or with the agreement of the Expert) (whether written or oral or a combination of both) to the Expert in relation to any item or question referred to him. Vendor and the Purchaser shall each use all reasonable endeavours to procure that the Expert issues his determination within 30 days of the initial reference to him and shall accordingly co-operate with the Expert and with each other in agreeing, and complying with, any procedural requirements and any timetable suggested by the Expert or the other party.
4.7 Basis of preparation of the Management AccountsThe Management Accounts shall comprise a balance sheet and a profit and loss account and shall be prepared to the extent required to calculate the Net Revenue on a basis consistent with the accounting policies used in the preparation of the Purchaser's accounts and subject always thereto, in accordance with generally accepted accounting principles and practices in the United Kingdom and all applicable statements of standard
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accounting practice and financial reporting standards in force at the date of this Agreement.
4.8 Vendor protectionsThe Purchaser undertakes to Vendor that, during the Deferral Period it will to the extent that it is able and save as contemplated by this Agreement (or unless otherwise agreed with Vendor):
(a) not actively take steps to cause the Vendor Business to be carried on other than in substantially the same manner as is contemplated as at the date of this Agreement;
(b) not to dispose of any of the Vendor Assets (other than in the ordinary course of business); and
(c) not take any action in relation to the Vendor Business the sole or main purpose of which is to decrease the Net Revenue.
4.9 Timing of paymentThe Deferred Consideration shall be paid by the Purchaser to Vendor in cash to such bank account as Vendor notifies the Purchaser in writing within 10 Business Days of the amount of the Deferred Consideration being agreed or determined in accordance with the provisions of this clause.
5 Completion5.1 Where completion takes place
Completion shall take place at the offices of the Purchaser on the date of this Agreement.
5.2 What happens on CompletionOn or before Completion:
(a) the relevant Vendor shall deliver or cause to be delivered to the Purchaser:
(i) the Moveable Assets to a location or locations in New South Wales, Australia as directed by the Purchaser;
(ii) the User Databases and all files (to the extent owned by it in respect of the co-branded Websites) associated with the Websites and such other electronic files associated with the Assets in a format and on media in each case as specified by the Purchaser;
(iii) duly executed domain name transfer forms for the Domain Names and a duly executed transfer of business name form for the Vendor business name together with all deeds and documents of title relating to the Assets;
(iv) the Business Information; and
(v) a signed counterpart of the Vendor Services Agreement.
(b) when the Vendors have complied with the provisions of clause 5.2(a) the Purchaser shall pay the Consideration by procuring the delivery to the Vendors' solicitors, , of a cheque drawn on the Purchaser's Australian solicitor's trust account such Consideration to be paid in the proportions specified in schedule 3 and shall deliver to Vendor a signed counterpart of the Vendor Services Agreement. The Vendors' solicitors shall be authorised to accept such cheque on behalf of the Vendors.
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5.3 Warrantors' indemnityThe Shareholders and the relevant Vendor jointly and severally undertake to indemnify the Purchaser against any loss, expense or damage which the Purchaser may suffer as a result of any document delivered to it under this clause being unauthorised, invalid or for any other reason ineffective.
5.4 Change of name of VendorThe Shareholders will procure that each of the Vendors change their name within 90 days of Completion to a name which is not similar or able to be confused with the existing company names of the Vendors to remove any perceived link between themselves and the ongoing Business.
6 Post Completion6.1 Enquiries in respect of the Business
For a period of 12 months after the Transfer Date, the Vendors shall, forthwith upon receipt, forward to the Purchaser any notices, correspondence, information or enquiries that relate to the Businesses.
6.2 Preservation of books and recordsThe Vendors shall preserve or procure the preservation of all books, documents and records relating to the Businesses and the Assets in respect of the period prior to Completion which it retains following Completion for a period of 18 months or if longer the period required by law, and shall allow, upon being given reasonable notice and during business hours, the Purchaser and/or its agents, access to, and at its own expense to take copies of them.
6.3 Receipt of monies following Completion If one party receives any monies after Completion which belong to the other party, the recipient shall (subject to any provisions to the contrary contained in this Agreement) hold them on trust for and account to that other party for them within 10 Business Days of receipt.
7 Contracts7.1 Rights under the Contracts
With effect from Completion, the Purchaser shall assume the obligations, and become entitled to the benefits, of Vendor under the Contracts.
7.2 Assignment of ContractsVendor undertakes with effect from Completion:
(a) if requested by the Purchaser to, notify all contracting parties in respect of assignment of all of the Contracts and provide the Purchaser with evidence of such notification; and
(b) to assign to the Purchaser or to procure the assignment of all of the Contracts that are capable of assignment without the consent of the contractual parties.
7.3 Contracts that are not able to be assignedWhere a Contract cannot be assigned by Vendor to the Purchaser except by an agreement of novation or with a consent to assignment or without the assignment
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constituting an event of default or termination, no assignment takes place by virtue of this Agreement until legally able to do so, but:
(a) Vendor and the Purchaser shall (at the request of the Purchaser) together take all reasonable steps to procure that the Contract be novated or to obtain the consent or waiver to the event of default or to the termination;
(b) unless or until the Contract has been novated or assigned or the provision waived, Vendor shall hold it on trust for the Purchaser;
(c) save where this is prohibited under the Contract, the Purchaser shall, at its own cost and for its own benefit, perform Vendor’s obligations under the Contract arising after the Transfer Date; and
(d) unless the Purchaser is prevented by the other party to the contract from performing it, the Purchaser shall indemnify the Vendor against the defective or negligent performance or non-performance of the Contract.
8 Employees8.1 Vendor’s Indemnity
Vendor is liable for and shall indemnify and keep the Purchaser indemnified against all costs, claims, losses, liabilities and expenses that the Purchaser may incur in relation to any Employee arising out of or in connection with:
(a) any claim made by or on behalf of any Employee relating to his employment by Vendor either before or after the Transfer Date (including any workers compensation claim lodged by an employee before, on or after the Transfer Date to the extent that the claim relates to the claimant’s employment or deemed employment by Vendor); and
(b) the Employee's entitlements to long service leave, sick leave, annual leave, leave loading and rostered days off (if any) relating to the Employee’s employment with the Vendor, accrued up to and including the Transfer Date but unpaid.
8.2 Vendor to pay EmployeesVendor shall be responsible for paying to each Employee (for so long as they are employed by Vendor), all remuneration and entitlements (such as wages, salary, allowances and other benefits) that are due by law or under an award or workplace agreement. Vendor shall not increase these amounts without the prior written consent of the Purchaser (which the Purchaser shall be entitled to decline to give at its absolute discretion) other than where such increase is required under applicable federal or state law in Australia.
8.3 Reimbursement of remunerationSubject to clause 8.1 above, the Purchaser will reimburse Vendor in accordance with the Vendor Services Agreement for the amounts prescribed in clause 6(a)(i) of the Vendor Services Agreement. For the avoidance of doubt, Vendor is solely liable for all remuneration and leave liabilities in respect of the Employees that accrued prior to or relates to the Employees’ employment with Vendor prior to the Transfer Date.
9 LiabilitiesSave as expressly provided in this Agreement, the Vendors shall be solely responsible for the Liabilities, shall duly and punctually pay and discharge the Liabilities relating to the respective Businesses and shall indemnify the Purchaser fully at all times from and against them. The Purchaser shall not be responsible for any liability in respect of the
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Businesses or Assets which is not expressly assumed by it under this Agreement and the Vendor shall indemnify the Purchaser accordingly.
10 Contracts not assignedSave as expressly provided in this Agreement, the relevant Vendor shall be solely responsible for any contracts or agreements entered into by the Vendors which are not the Contracts to be transferred under this Agreement (Excluded Contracts) and the relevant Vendor, shall duly discharge any obligations (including making any payments due) under the Excluded Contract and shall indemnify the Purchaser fully at all times from and against them. The Purchaser shall not be responsible for the performance of the Excluded Contracts.
11 Restrictive covenants11.1 Form of covenants
In order to assure to the Purchaser the full benefit of the Business and the Goodwill and the Intellectual Property, the Vendors and each of the Shareholders severally undertake with the Purchaser that without the prior written consent of the Purchaser they will not either alone or in conjunction with or on behalf of any other person, do any of the following things:
(a) within two (2) years after Completion carry on or be engaged, concerned or interested in (except as a holder of shares in a listed company which confer not more than one per cent of the votes which could normally be cast at a general meeting of that company) any business within the Restricted Areas which competes with any material part of the Restricted Business;
(b) except in the circumstances referred to in clause 15.10 (Confidentiality), disclose to any other person any information which is secret or confidential to the business or affairs of the Businesses or use any such information to the detriment of the Businesses for so long as that information remains secret or confidential; and
(c) in relation to a business which is competitive or likely to be competitive with the Restricted Business use any trade or business name or distinctive mark, style or logo used by or in the Businesses at any time during the two (2) years before Completion or anything intended or likely to be confused with it.
11.2 Separate undertakingsEach undertaking contained in clause 11.1 shall be construed as a separate and independent undertaking. If any of those undertakings is determined to be unenforceable in whole or in part, its unenforceability shall not affect the enforceability of the remaining restrictions or (in the case of restrictions enforceable in part) the remainder of that restriction.
12 Warranties12.1 Form of the warranties
The Warrantors jointly and severally represent and warrant to the Purchaser that each of the Warranties is true and accurate in all respects and not misleading at the date of this Agreement provided that Vendor gives the Warranties only in respect of the Vendor Business.
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12.2 Reliance on the warrantiesThe Warrantors acknowledge that each of them gives the Warranties with the intention of inducing the Purchaser to enter into this Agreement and that the Purchaser does so in reliance on the Warranties.
12.3 Independent warrantiesEach of the Warranties is a separate and independent Warranty and shall not be limited by reference to any other Warranty or anything in this Agreement.
12.4 Grossing upIf, in respect of or in connection with any Warranty Claim, any amount payable to the Purchaser by the Warrantors is subject to Taxation, the amount to be paid to the Purchaser by the Warrantors shall be such so as to ensure that the net amount retained by the Purchaser after such Taxation (which the Purchaser is not able to reclaim) has been taken into account is equal to the full amount which would be payable to the Purchaser had the amount not been subject to Taxation.
12.5 Reduction of considerationAny amount paid by the Warrantors to the Purchaser in respect of any of the provisions of this Agreement shall be treated as paid to the Purchaser by way of pro rata reduction in the consideration payable for the purchase of the Assets.
13 Limitations on Vendor's liability13.1 Disclosure
Save for the Warranty in schedule 1 which shall not be qualified by this clause 13 or by anything in the Disclosure Letter, the Warrantors shall not be liable in respect of any Warranty Claim to the extent that the matter or matters giving rise to such Warranty Claim are fully and fairly disclosed in the Disclosure Letter.
13.2 Limitations of liabilityIn the absence of fraud, dishonesty or wilful non-disclosure on the part of the Warrantors, their agents or advisors the liability of the Warrantors in respect of any breach of the Warranties shall be limited as follows:
(a) the aggregate maximum liability of the Warrantors in respect of all and any claims under the Warranties shall in no event exceed the aggregate consideration including any Deferred Consideration paid by the Purchaser for the Businesses and Assets at the relevant time;
(b) the Warrantors shall not be liable in respect of any Warranty Claim unless and until the aggregate cumulative liability of the Warrantors in respect of all and any such Warranty Claims exceeds in which event the Warrantors shall be liable for the whole of such Warranty Claims and not just the excess; and
(c) the Warrantors shall not be liable in respect of any Warranty Claim unless it shall have been made before the expiry of 24 months from the Transfer Date.
13.3 Notice of claimNo Warranty Claim shall be deemed to have been made unless notice of such Warranty Claim is given in writing to the Warrantors specifying in reasonable detail the matter to which the Warranty Claim relates, the nature of the Warranty Claim and the amount claimed.
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13.4 Commencement of proceedingsAny Warranty Claim in respect of which notice shall have been given in accordance with clause 13.3 shall be deemed to have been irrevocably withdrawn and lapsed (not having been previously satisfied settled or withdrawn) if proceedings in respect of such Warranty Claim have not been issued and served on the Warrantors not later than the expiry of the period of 12 months after the date such Warranty Claim is made.
13.5 Restrictions on claimsThe Warrantors shall have no liability (or such liability shall be reduced) in respect of any Warranty Claim:
(a) if and to the extent that such Warranty Claim occurs as a result of any change in legislation after the date of this Agreement (or any legislation not in force at the date of this Agreement) which takes effect retrospectively; and
(b) if and to the extent that such Warranty Claim is attributable to any voluntary act or omission of or transaction or arrangement carried out by the Purchaser after Completion otherwise than in the ordinary course of business.
13.6 MitigationNothing in this clause shall derogate from the Purchaser's obligation to take all reasonable steps as are available to it to mitigate any loss which it suffers in consequence of a breach of the Warranties.
13.7 Contingent mattersIf in respect of any claim under the Warranties the liability of the Warrantors is contingent only then the Warrantors shall not be under any obligation to make any payment to the Purchaser until such time as the contingent liability ceases to be contingent and becomes actual but the Purchaser shall be entitled to notify the Warrantors of a Warranty Claim which relates to a contingent liability and the time limits in clause 13.4 shall only commence for bringing proceedings once such contingent liability becomes an actual liability.
13.8 Recovery from third partiesIf any of the Warrantors makes any payment to the Purchaser in relation to any Warranty Claim and the Purchaser subsequently receives from a third party any amount referable to, or any benefit which would not have been received but for the circumstances giving rise to, the subject matter of that Warranty Claim, the Purchaser shall, once it has received such amount or benefit, immediately repay or procure the repayment to the Warrantors (where applicable pro-rata to the amounts paid by them in respect of the Warranty Claim) of the lesser of either:
(a) the amount of such receipt (after deducting an amount equal to the reasonable costs of the Purchaser incurred in recovering it and any Taxation payable on it); and
(b) the amount paid by the Warrantors.
14 Conduct of Warranty Claims14.1 Notification
The Purchaser shall notify the Warrantors in writing of:
(a) any claim made against it by a third party which may give rise to a Warranty Claim; and
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(b) any claim the Purchaser is entitled to bring against a third party which claim is based on circumstances which may give rise to a Warranty Claim.
14.2 No liability for delayThe Purchaser shall not be liable for any delay in giving any notice under clause 14.1 and shall not by reason of such delay be precluded from bringing any such claim against the Warrantors.
14.3 Conduct of claimsThe Purchaser shall procure that the conduct, negotiation, settlement or litigation of the claim by or against such third party is (save where this would in the Purchaser's opinion have a material adverse effect on either or both of the Businesses) carried out in accordance with the reasonable wishes of the Warrantors at their cost and subject to them giving timely instructions to the Purchaser and providing reasonable security for any costs and expenses which might be incurred by the Purchaser.
14.4 Access to information The Purchaser shall provide to the Warrantors and the Warrantors' advisers reasonable access to premises and personnel and to any relevant assets, documents and records within their power, possession or control for the purpose of investigating any Warranty Claim and enabling the Warrantors to take the action referred to in clause 14.3 and shall allow the Warrantors and their advisers to take copies of any relevant documents or records at their expense.
15 General15.1 Acknowledgements
The Purchaser acknowledges that it:
(a) does not enter into this Agreement in reliance upon any representation or warranty either written or oral, statutory or implied made by or on behalf of the Warrantors other than the Warranties and any representation contained in written replies given by the Warrantors' or their solicitors to any preliminary enquiries raised by the Purchaser or the Purchaser's Solicitors; and
(b) shall not be entitled to rescind this Agreement or claim damages based on any representation made to the Purchaser prior to this Agreement whether innocently or negligently but so that nothing contained herein shall exclude the liability of the Warrantors for fraudulent misrepresentation.
15.2 Entire AgreementThis Agreement sets out the entire agreement and understanding between the parties and supersedes all prior agreement understandings or arrangements (oral or written) in respect of the subject matter of this Agreement.
15.3 Assignment(a) This Agreement shall be binding upon and endure for the benefit of the
successors of the parties but, except as set out in clause 15.3(b), shall not be assignable by any party without the prior written consent of the other; and
(b) The Purchaser may assign the benefit of this Agreement (including, without limitation, the Warranties) to any successor in title or any subsequent purchaser of the Assets.
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15.4 VariationNo purported variation of this Agreement shall be effective unless it is in writing and signed by or on behalf of each of the parties.
15.5 Effect of CompletionExcept to the extent already performed, all the provisions of this Agreement shall, so far as they are capable of being performed or observed, continue in full force and effect notwithstanding Completion.
15.6 InvalidityIf any provision of this Agreement is found by any court or competent authority to be invalid, unlawful or unenforceable in any jurisdiction, that provision shall be deemed not to be a part of this Agreement, but it shall not affect the enforceability of the remainder of this Agreement nor shall it affect the validity, lawfulness or enforceability of that provision in any other jurisdiction.
15.7 Releases and waivers(a) The rights, powers and remedies conferred on any party by this Agreement and
remedies available to any party are cumulative and are additional to any right, power or remedy which it may have under general law or otherwise;
(b) Any party may, in whole or in part, release, compound, compromise, waive or postpone, in its absolute discretion, any liability owed to it or right granted to it in this Agreement by any other party or parties without in any way prejudicing or affecting its rights in respect of that or any other liability or right not so released, compounded, compromised, waived or postponed; and
(c) No single or partial exercise, or failure or delay in exercising any right, power or remedy by any party shall constitute a waiver by that party of, or impair or preclude any further exercise of, that or any right, power or remedy arising under this Agreement or otherwise.
15.8 Further assurance(a) After Completion, the Vendors shall execute such documents and take such steps
as the Purchaser may reasonably require to vest the full title to the Assets in the Purchaser and to give the Purchaser the full benefit of this Agreement; and
(b) Following Completion the Vendors shall:
(i) wholly discontinue carrying on the Businesses and shall not after Completion directly or indirectly do anything which would or might result in the Purchaser being prevented from or hindered in enjoying the full benefit and advantage of the Businesses and the future profits of the Businesses as fully as the Vendors now enjoy the full benefit and advantage and profits of the Businesses;
(ii) not sell or provide copies of any of the Intellectual Property or Assets to any other person or organisation for any purpose. Copies of any Intellectual Property will be destroyed by the Vendors six (6) months after Completion; and
(iii) provide all information and answer all enquiries which the Purchaser may reasonably request or make concerning the carrying on of the Businesses prior to Completion and/or for the purpose of implementing the provisions of this Agreement including, without limitation, particulars of customers and suppliers in connection with the Businesses.
(c) For a period not exceeding three months from Completion, the Vendors and the Shareholders shall use their best efforts to help the Purchaser to make and foster
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such personal contacts and connections with responsible individuals representing the principal customers and suppliers of the Businesses as may best enable the Purchaser to maintain and expand it.
15.9 Counterparts(a) This Agreement may be executed in any number of counterparts and by the
parties on separate counterparts, but shall not be effective until each party has executed at least one counterpart; and
(b) Each counterpart, when executed, shall be an original of this Agreement and all counterparts shall together constitute one instrument.
15.10 Confidentiality(a) Except as referred to in clause 15.10(b), each party shall treat as strictly
confidential all information received or obtained as a result of entering into or performing this Agreement which relates to the provisions or subject matter of this Agreement, to any other party to this Agreement or the negotiations relating to this Agreement.
(b) Any party may disclose information which would otherwise be confidential if and to the extent:
(i) it is required to do so by law or any securities exchange or regulatory or governmental body to which it is subject wherever situated;
(ii) it considers it necessary to disclose the information to its professional advisers, auditors and bankers provided that it does so on a confidential basis;
(iii) the information has come into the public domain through no fault of that party; or
(iv) each party to whom it relates has given its consent in writing.
15.11 Default interestIf any party defaults in the payment when due of any sum payable under this Agreement (whether payable by agreement or by an order of a court or otherwise), the liability of that party shall be increased to include interest on that sum from the date when such payment was due until the date of actual payment at a rate per annum equivalent to the base rate from time to time of Barclays Bank PLC. Such interest shall accrue from day to day and shall be compounded annually.
15.12 Set-offThe Purchaser shall be entitled to set off the amount of any Warranty Claim against any sum due from it to the Vendors under this Agreement.
16 AnnouncementsNo announcement concerning the terms of this Agreement shall be made by or on behalf of any of the parties without the prior written consent of the others, such consent not to be unreasonably withheld or delayed by the Vendors and the Warrantors in the case of an announcement by the Purchaser.
17 Costs and expensesExcept as for provided in this clause 17 each party shall bear its own costs and expenses incurred in the preparation, execution and implementation of this Agreement. The Purchaser shall pay all stamp duties including any duty payable on this Agreement in New South Wales and registration fees applicable to any document to which it is a party and which arise as a result of or in consequence of this Agreement.
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18 Notices18.1 Form of Notices
Any notice to a party under this Agreement shall be in writing signed by or on behalf of the party giving it and shall, unless delivered to a party personally, be left at, or sent by prepaid first class post, prepaid recorded delivery or facsimile to the address of the party as set out on the front page of this Agreement as otherwise notified in writing from time to time.
18.2 Deemed serviceExcept as referred to in clause 18.3, a notice shall be deemed to have been served:
(a) at the time of delivery if delivered personally;
(b) 96 hours after posting; or
(c) 2 hours after transmission if served by facsimile on a Business Day prior to 3:00 pm or in any other case at 10:00 am on the Business Day after the date of despatch.
(d) at the time of delivery if sent by email to .
If the deemed time of service is not during normal business hours in the country of receipt, the notice shall be deemed served at or, in the case of faxes and e-mails, two (2) hours after the opening of business on the next Business Day of that country.
18.3 When deemed service does not applyThe deemed service provisions set out in clause 18.2 do not apply to a notice served by post, if there is a national or local suspension, curtailment or disruption of postal services which affects the collection of the notice or is such that the notice cannot reasonably be expected to be delivered within 48 hours or 96 hours (as appropriate) after posting.
18.4 Proof of serviceIn proving service it will be sufficient to prove:
(a) in the case of personal service, that it was handed to the party or delivered to or left in an appropriate place for receipt of letters at its address;
(b) in the case of a letter sent by post, that the letter was properly addressed, stamped and posted;
(c) in the case of facsimile, that it was properly addressed and despatched to the number of the party; and
(d) in the case of email that a delivery receipt has been received by the party sending the email or the party sending the email has had an email response from the party it was sent to.
18.5 Delaying serviceA party shall not attempt to prevent or delay the service on it of a notice connected with this Agreement.
19 Governing law and jurisdictionThis Agreement shall be governed by and construed in accordance with the laws of Australia. Each of the parties irrevocably submits for all purposes in connection with this Agreement to the exclusive jurisdiction of the courts of New South Wales.
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Schedule 1 – Warranties
1 Capacity(a) Each of the Warrantors have the requisite power and authority to enter into and
perform this Agreement.
(b) None of the Warrantors is insolvent, bankrupt, or has proposed a voluntary arrangement or made or proposed any arrangement or composition with their creditors or any class of their creditors.
(c) This Agreement constitutes and imposes valid legal and binding obligations on each of the Warrantors fully enforceable in accordance with its terms.
2 Accuracy and adequacy of information(a) So far as the Warrantors are aware the written information supplied to the
Purchaser or its advisers by or on behalf of any of the Warrantors or their advisers is complete and accurate in all material respects and is not misleading in any material respects because of any omission or ambiguity or for any other reason and where the information is expressed as an opinion, it is truly and honestly held and not given casually, recklessly or without due regard for its accuracy.
(b) The information contained within the excel spreadsheet sent by e-mail by to the Purchaser and received is an accurate summary of the information held within the database being acquired.
3 The User Database(a) The User Databases contain at least unique Users in respect of the Vendor
Business.
(b) The User Databases contain, as a minimum, the name and e-mail address of each User that has registered with any of the Websites.
(c) At least 95% of all email addresses for Users held in the User Databases are live and valid addresses capable of receiving an email communication from the Purchaser.
(d) All other User data held within the User Databases are accurate.
(e) None of the Warrantors have directly or indirectly done anything and so far as the Warrantors are aware nothing has been done by any third party which has resulted in persons who are not bona fide users of the services provided by Vendor becoming registered as users of any of the Websites or has resulted in multiple registrations of the same individual as users of any of the Websites including without limitation the Warrantors registering themselves as Users or third parties being encouraged to register using multiple e-mail addresses.
4 Audited accounts(a) To the extent that the Accounts relate to the Vendor Businesses they were
prepared in accordance with the requirements of the relevant statutes and generally accepted accounting practices including all applicable Australian legislation and standard accounting practices.
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(b) Without prejudice to paragraph 4.1(a) above the Accounts give a true and fair view of the state of affairs of the Vendor Businesses as at 30 June 2003.
(c) The profits and losses of the Vendor Business shown in the Accounts were not, save as disclosed in the Accounts, to any material extent affected by any extraordinary, exceptional, unusual or non-recurring income, capital gain or expenditure on any other factor known to Vendor pending any such profit or loss for such period exceptionally high or low.
5 Management accountsThe Management Accounts of Vendor relating to the Vendor Business for the period from to have been prepared on a basis consistent with its annual accounts, fairly reflect the trading position of the Vendor Business as at their date and for the period to which they relate and are not affected by any extraordinary, exceptional, unusual or non-recurring income, capital gain or expenditure or by any other factor known by Vendor rendering profits or losses for the period covered exceptionally high or low. Since the date the Management Accounts are made up to there has been no material change in:
(a) the financial or trading position or prospects of the Vendor Business;
(b) the value or state of assets or amount or nature of liabilities as compared with the position disclosed in the Management Accounts; or
(c) in the turnover, direct or indirect expenses or the margin of profitability of the Vendor Business.
6 Insolvency(a) No distress, execution or other process has been levied against the Vendors in
relation to the Assets.
(b) No receiver (including an administrative receiver), trustee or administrator has been appointed of any part of the assets of the Vendors which relates to or would or might affect the Assets and the Warrantors are not aware of any circumstances likely to give rise to the appointment of any such receiver, trustee or administrator.
(c) The Vendors have not been a party to any transaction with any third party or parties which relates to or would or might affect any of the Assets and which would, if any such third party went into liquidation or had a bankruptcy or administration order made in relation to it, constitute (in whole or in part) a transaction at an undervalue, preference or invalid floating charge or otherwise would or might constitute any other transaction or transfer at an undervalue or involving an unauthorised reduction of capital.
7 Ownership and condition of the AssetsEach of the Vendor Assets is owned both legally and beneficially by Vendor free from any third party rights and, if capable of possession, is in its possession.
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8 Charges and encumbrances over the Assets(a) No option, right to acquire, mortgage, charge, pledge, lien (other than a lien
arising by operation of law in the ordinary course of trading) or other form of security or encumbrance or equity on, over or affecting the Assets is outstanding and, apart from this Agreement, there is no agreement or commitment to give or create any of them and no claim has been made by any person to be entitled to any of them.
(b) No floating charge created by the Vendors has crystallised and there are no circumstances likely to cause such a floating charge to crystallise.
(c) Neither of the Vendors have received notice from any person intimating that it will enforce any security which it may hold over any of the Assets and there are no circumstances likely to give rise to such a notice.
9 Adequacy of Assets(a) The Assets comprise all assets necessary for the continuation of the Business as
it is currently carried on and the Vendor Assets comprise all the Assets necessary for the continuation of the Vendor Business as it is currently carried on and no Asset is shared by either of the Businesses with any other person. The Businesses do not depend upon any assets, facilities or services owned or supplied by any of the Warrantors.
(b) All Moveable Assets are in full working order and have sufficient capacity to operate the existing Websites
(c) The Disclosure Letter lists all domain names pointing to the Websites in the period of six months preceding Completion.
10 Contracts(a) True and complete copies of the Contracts have been given to the Purchaser.
(b) None of the Contracts:
(i) is expected to have material adverse consequences in terms of expenditure or revenue;
(ii) relate to matters outside the ordinary course of the Business or were entered into other than on arms' length terms;
(iii) can be terminated in the event of any change in the underlying ownership or control of the Business or would be materially affected by such change; or
(iv) cannot readily be fulfilled or performed by it on time.
(c) Vendor is not aware of any actual, potential or alleged breach, invalidity, grounds for termination, grounds for rescission, grounds for avoidance or grounds for repudiation of any Contract.
11 Intellectual Property(a) All Intellectual Property is either:
(i) in the sole legal and beneficial ownership of the relevant Vendor free from all licences, charges or other encumbrances; or
(ii) the subject of binding and enforceable licences from third parties in favour of the relevant Vendor:
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(A) of which no notice to terminate has been received;
(B) all parties to which have fully complied with all obligations in those licences; and
(C) in relation to which no disputes have arisen or are foreseeable;
and in either case so far as the Warrantors are aware nothing has been done or omitted to be done which would jeopardise the validity, enforceability or subsistence of any Intellectual Property or any such licences.
(b) Any Intellectual Property which is capable of registration has been registered or is the subject of an application for registration, and is or will when duly registered be valid, binding and enforceable and:
(i) in the case of registrations, all renewal fees have been paid and renewals made by their due date and all such action necessary to preserve and maintain the registration has been taken;
(ii) in the case of pending applications, the Warrantors are aware of no reason why any such applications should not proceed to grant; and
(iii) none of the Intellectual Property is subject to any use, claim application or attack by any other person.
(c) No licences, registered user or other rights have been granted or agreed to be granted by the Vendors to any person in respect of any Intellectual Property.
(d) The Vendors do not use any Intellectual Property relating to the Assets in respect of which any third party has any right, title or interest.
(e) The Vendors own or have the right to use all intellectual property rights required in connection with the Assets.
(f) So far as the Warrantors are aware, at no time during the past six (6) years has there been any unauthorised use or infringement by any person of any Intellectual Property.
(g) The Vendors have not provided copies of any of the Intellectual Property or Assets to any other person or organisation for any purpose prior to Completion.
(h) All third party software licences or products necessary for the running of the Businesses post Completion have been disclosed in the Disclosure Letter.
12 Compliance with law, Data Protection and Data Privacy(a) Complete and accurate details of all licences, consents, permissions,
authorisations and approvals required for the carrying on of the Businesses have been disclosed to the Purchaser and all of them have been obtained by the Businesses and are in full force and effect.
(b) Complete and accurate details of all Users consents, permissions, authorisations and approvals required for the carrying on of the Businesses have been obtained by the Businesses and are in full force and effect.
(c) All reports, returns and information required by law or as a condition of any such licence, consent, permission, authorisation or approval to be made or given to any person or authority in connection with the Business have been made or given to the appropriate person or authority and there are no circumstances which indicate that any licence, consent, permission, authorisation or approval might not be renewed in whole or in part or is likely to be revoked, suspended or cancelled or which may confer a right of revocation, suspension or cancellation.
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(d) So far as the Warrantors are aware the Vendors have complied in all material respects with the provisions of data protection and data privacy laws which are applicable to it in respect of the operation of the Businesses.
(e) The Vendors have neither held or processed any personal data except for in compliance with applicable law.
(f) Insofar as personal data are subject to registration or notification:
(i) the Vendors have at all times operated wholly within the terms of such registration or notification;
(ii) no disclosure has taken place outside the terms of the Vendors' registration or notification.
(g) The Vendors have not been served with a notice that it has contravened any applicable data protection or data privacy laws and so far as the Warrantors are aware there are no circumstances which might lead to such a notice being served.
13 Directors and Employees(a) Complete, accurate and up to date details of the terms and conditions of
employment of the Employees, including their dates of birth and commencement of employment, their remuneration (including bonus, commission, profit sharing, share options, permanent health insurance, medical expenses insurance, life assurance and superannuation benefits), notice periods and any arrangements or assurances (whether or not legally binding) for the payment of compensation on termination of employment, their entitlements as at the date of this Agreement to leave long service leave, sick leave and any other compensation or benefits under any applicable industrial awards or otherwise are contained in the Disclosure Letter.
(b) Since the date of the Management Accounts there has been no material alteration in the terms of employment or any material change in the number of employees employed in the Business, nor has Vendor given any commitment to increase or supplement the wages, salaries, leave entitlements or other benefits beyond the amount set out in warranty 13(a).
(c) No Employee has given notice or is under notice of dismissal.
(d) In relation of the Vendor Business, Vendor is not a party to any contract, agreement or arrangement with any trade union or other body or organisation representing any of the Employees.
(e) Save as disclosed in the Disclosure Letter, Vendor has no plans, schemes or arrangements in relation to death, disability or retirement of any of the Employees.
(f) So far as Vendor is aware, there is no threatened or pending dispute between Vendor and any Employee or group of Employees.
(g) Vendor has notified the Purchaser of all superannuation funds to which it contributes in relation to the Employees.
(h) With respect to each Employee:
(i) Vendor has provided at least the prescribed minimum level of superannuation support for that Employee so as not to incur a superannuation guarantee charge liability;
(ii) there are no outstanding or unpaid superannuation contributions on the part of Vendor or that Employee; and
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(iii) there are no outstanding or unpaid benefits currently due to that Employee’s dependants or beneficiaries.
14 Disputes and Litigation(a) The Vendors are not involved in any civil, criminal, arbitration or other legal
proceedings relating to the Assets or the Businesses or any of the Employees and no such proceedings and no claims of any nature are pending or threatened by or against the Vendors in respect of the Businesses or any of the Assets of the Employees and there are no facts likely to give rise to any such proceedings.
(b) There are no court orders or unsatisfied judgements outstanding against the Vendors concerning the Businesses and the Vendors are not party to any undertaking or assurance given to a court, tribunal, regulatory authority, governmental agency or any other person in connection with the determination or settlement of any claim or proceedings.
(c) The Vendors have not received a prohibition notice, a notice to warn or a suspension notice under any consumer protection legislation, in relation to any goods or services of the Businesses.
15 CompetitorsAll competitors with at least 20,000 registered users in Australia have been disclosed in the Disclosure Letter.
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Schedule 2 – The Shareholders
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Schedule 3 – Apportionment of consideration
Vendor BusinessAsset Amount of Consideration to be
apportioned (AUD$)Customer Database
Domain Names
Websites
Benefit of Claims
Benefit of Contracts
Goodwill
Business Information
Intellectual Property
Moveable Assets
Work in Progress
Total
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Schedule 4 – Moveable assets
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Schedule 5 – The contracts
Party Description Asian co-branded Vendor site alliance
American co-branded Vendor site alliance
Australian co-branded Vendor site alliance
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Executed as a deed.
VendorExecuted for and on behalf of in accordance with Section 127(1) of the Corporations Act 2001 by authority of the Directors
.............................................................Signature of Director
.............................................................Name of Director
))))))))
...............................................................Signature of Director/Secretary
...............................................................Name of Director/Secretary
Date:
PurchaserExecuted for and on behalf of in accordance with Section 127(1) of the Corporations Act 2001 by authority of the Directors
.............................................................Signature of Director
.............................................................Name of Director
))))))
...............................................................Signature of Director/Secretary
...............................................................Name of Director/Secretary
Date:
ShareholderSigned sealed and delivered by
.............................................................Signature
))))))
...............................................................Witness signature
...............................................................Name of Witness (print)
Date:
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