Exhibit 2.3
14 August 1998
DATED 1998
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OPEN SUPPORT LIMITED
and
IBIS SYSTEMS LIMITED
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AGREEMENT FOR SALE OF BUSINESS
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Beak and Company
▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇.▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇
▇▇▇▇ ▇▇▇
Tel: ▇▇▇▇ ▇▇▇ ▇▇▇▇
Fax: ▇▇▇▇ ▇▇▇ ▇▇▇▇
DX: 51632 Covent Garden
e-mail ▇▇▇▇▇@▇▇▇▇.▇▇▇▇▇.▇▇▇
Ref: MJA/VIIT/15.30
July 1998
AGREEMENT FOR SALE OF BUSINESS
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DATE:
PARTIES:
1. "The Vendor" Open Support Limited (registered no: 2518293) whose
registered office is at ▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇
▇. "▇▇▇ ▇▇▇▇▇▇▇▇▇" ▇▇▇▇ Systems Limited (registered no: 3410598) whose
registered office is at ▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇ Inn,
Cressex, ▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇
OPERATIVE PROVISIONS:
1. INTERPRETATION
1.1 In this agreement the following words and expressions have the following
meanings, unless they are inconsistent with the context:
"Accounts Date" means the date to which the Principal Accounts have
been prepared
"Assets" means the property, assets, Computer Equipment and
rights of the Business to be purchased by the
Purchaser as described in clause 2.1 and listed in
Schedule 1 Parts I and II
"Book Debts" means the trade debts owed to the Vendor at the
Effective Time in connection with the Business
"Business" means the business of selling computer software and
hardware and providing telephone support services for
the computer software and hardware to customers as
carried on by the Vendor up to the Effective Time
"Cash Float" means any cash in hand for the purpose of reimbursing
out-of-pocket expenses in connection with the Business
and any cash balances held at the Vendor's bank at the
Effective Time
"Completion" means the completion of the sale and purchase of the
Assets in accordance with clause 4
"Computer Equipment" means the stocks of equipment for the repair of
computer hardware owned by the Vendor at the Effective
Time
"Contracts" means all current contracts and engagements entered
into or orders made prior to the Effective Time by or
on behalf of the Vendor with customers for hardware
and/or software support;
in each case which remain (in whole or in part) to be
performed at or after the Effective Time and shall
include the benefit of any Cause of action against the
other contracting party to such Contracts arising
under such Contracts other than the Book Debts which
shall have accrued and have been fully earned prior to
the Effective Time
"Creditors" means the aggregate amount owed by the Vendor in
connection with the Business to or in respect of trade
creditors and accrued charges as recorded in the books
of account of the Business as at the
Effective Time but not including liabilities for value
added tax or taxation on profits or chargeable gains
"Customer List" means the record of names addresses and contact
details of all current customers of the Business and
as the same are set out in Part II of Schedule 1 all
prior customers of the Business or any part thereof of
which the Vendor has records and whether stored
electronically or in documentary or other form and
including such software access or pass codes as are
required to enable such information to be read and
utilised
"Effective Time" means the close of business on 31st July 1998
"Employees" means the persons who, at the Effective Time, are
employed by the Vendor and whose duties relate to the
Business as the same are set out in Schedule 3 (the
accrued liabilities in respect of whom being fully
listed in Schedule 3)
"Goodwill" means the goodwill of the Vendor in relation to the
Business and attaching to Intellectual Property in the
Business and the Contracts, together with the
exclusive right for the Purchaser or its assignee to
represent itself as carrying on the Business in
succession to the Vendor, and the irrevocable and
exclusive right to use all trade names logos and
designs associated with the Business
"Information" means all information owned by the Vendor or in the
Vendor's possession and reasonably required for the
operation of the Business including information
relating to the supply of work and materials to the
Business, to the marketing of any products or services
supplied by the Business including (to the extent they
exist) the Customer List, sales targets, sales
statistics, marketing surveys and reports, marketing
research, all training manuals and other materials
relating to training of Customers or Employees on
computer software products, any advertising or other
promotional materials and all records and the database
relating to modifications to software carried out for
customers of the Business
"Liabilities" means the liabilities of the Business (other than the
Creditors) outstanding at the Effective Time
"Prepayments" means the sums paid or payable by customers against
invoices issued prior to the Effective Time by the
Vendor for support services for any period or periods
extending or commencing after the Effective Time
"Prepayment Charge" means the agreed sum as set out in clause 2.3 which
the parties have agreed shall be payable by the Vendor
on Completion in respect of Prepayments
"Principal Accounts" means the audited balance sheet for the year ended
30th September 1997 and audited profit and loss
account for the year ended 30th September 1997 of the
Vendor, including the directors' report and notes
"Purchaser's
Solicitors" means ▇▇▇▇▇ and Company of ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇-▇▇ ▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇ (Tel: ▇▇▇▇ ▇▇▇
3474 ref: MJA)
"Regulations" means the Transfer of Undertakings (Protection of
Employment) Regulations 1981
"Vendor's Solicitors" means ▇▇▇ ▇▇▇▇▇▇▇ of ▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇
▇▇▇ (telephone ▇▇▇▇ ▇▇▇ ▇▇▇▇ ref: AMC)
"Subsidiary" means a subsidiary as defined in the Companies ▇▇▇
▇▇▇▇ s736
"Warranties" means the warranties and undertakings of the Vendor
contained in this agreement including the Schedules
"Warranty Claim" means any claim made by the Purchaser for breach of
any of the Warranties
1.1.2 all references to references to statutory provisions shall be construed
as including references to:
(a) any statutory modification, consolidation or re-enactment;
(b) all statutory instruments or orders made pursuant to it;
(c) any statutory provisions of which it is a modification,
consolidation or re-enactment;
1.1.3 except where the context otherwise requires, words denoting the
singular include the plural and vice versa; words denoting any gender
include all genders; words denoting persons include firms and
corporations and vice versa;
1.1.4 unless otherwise stated, a reference to a clause, sub-clause or
Schedule is a reference to a clause or a sub-clause of, or a Schedule
to, this agreement;
1.1.5 clause headings are for ease of reference only and do not affect the
construction of this agreement.
2. AGREEMENT FOR SALE
2.1 Subject to the terms and conditions of this agreement, the Vendor shall
sell to the Purchaser with full title guarantee and the Purchaser
relying on the Warranties and the indemnities given by the Vendor
contained herein shall purchase as at the Effective Time:
2.1.1 the Business as a going concern; and
2.1.2 all the following assets and rights owned by, or (although
subject to reservation of title by the sellers) under the
control of, the Vendor and used in the conduct of the
Business
(a) the Goodwill;
(b) the Customer list;
(c) the Computer Equipment;
(d) the benefits (subject to the burdens as provided under
clauses 8.1 and 8.2) of the Contracts;
(e) the Information.
For the avoidance of doubt no other property or assets of the Vendor
are included in the sale and purchase hereof agreed.
2.2 Title to and risk in the Assets shall vest in the Purchaser at the
Effective Time with title passing to the Purchaser as regards those
assets in item 2.1.2(a) and (d) by virtue of this agreement and as
regards those assets in 2.1.2 (b), (c) and (e) by virtue of the
delivery of the same into the possession of the Purchaser. To the
extent not delivered, assets shall be used on trust by the Vendor for
the Purchaser absolutely.
2.3 The Vendor agrees to pay to the Purchaser on Completion against a VAT
invoice therefor the amount of the Prepayment Charge in the sum of
103,000 UKP plus VAT.
3. PURCHASE CONSIDERATION
3.1 The consideration for the sale by the Vendor of the Business and the
Assets shall be the Sum of 203,000 UKP (two hundred and three thousand
pounds). The consideration shall be apportioned us follows:
Apportionment
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(a) the Goodwill 197,998 UKP
(b) the Customer List 1 UKP
(c) the Computer Equipment 5000 UKP
(d) the Contracts the benefit of the
Purchaser's covenant
in clause 8
(e) the Information 1 UKP
Total: 203,000 UKP
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3.2 The consideration shall he satisfied in cash upon completion of the
purchase in accordance with clause 4.
4. COMPLETION
4.1 The sale and purchase shall be completed immediately upon exchange of
this agreement when all the matters set out in this clause 4 shall be
effected.
4.2 The Vendor shall deliver to the Purchaser, at the Premises such of the
Assets as are capable of being transferred by delivery.
4.3 The Vendor shall cause to be delivered or (if so requested by the
Purchaser) made available to the Purchaser:
4.3.1 such documents as are required by the Purchaser's solicitors
to complete the sale and purchase of the Assets and vest
title to the Assets in the Purchaser, including (but without
limitation) assignments of the Goodwill and Contracts insofar
as they are assignable;
4.3.2 all its information relating to customers under the Contracts
(including a list of customers to which outstanding
quotations have been given and a list of unfulfilled orders
as at the Effective Time);
4.3.3 all records of National Insurance and PAYE relating to all
the Employees duly completed and up to date;
4.3.4 a certified copy of the special resolution resolving to
change the name of the Vendor;
4.3.5 Service Agreement signed by ▇▇▇▇▇▇ ▇▇▇▇
4.4 Upon completion of the matters referred to above the Purchaser shall
deliver to the Vendor a banker's draft in respect of the purchase
consideration.
4.5 The Purchaser shall not be obliged to complete the purchase of any of
the Assets unless the purchase of all the Assets is completed in
accordance with this agreement.
4.6 The Purchaser may in its absolute discretion waive any requirement
contained in clause 4.2 or 4.3.
5. DEBTORS
5.1 The Vendor shall collect the Book Debts and the Purchaser agrees to
give all reasonable assistance to the Vendor to enable the Vendor to
collect the Book Debts.
5.2 Any sums received by the Purchaser in respect of any Book Debts shall
be held on trust by the Purchaser for the Vendor.
5.3 The Purchaser shall account to the Vendor for any Book Debts paid to it
within 14 days of receipt.
5.4 Subject to any express intention to the contrary on the part of the
debtor, any money received by the Purchaser in the course of collecting
any Book Debts from a person who is also indebted to the Purchaser
shall be deemed to have been paid in or towards discharge of the oldest
debt, regardless of the identity of the debtor.
6. CREDITORS AND LIABILITIES
6.1 The Vendor shall forthwith following a request therefor supply to the
Purchaser full details of the Creditors.
6.2 The Vendor shall be responsible for the discharge of the Creditors and
Liabilities and notwithstanding completion of the purchase of the
Business shall be responsible for all debts payable by and claims
outstanding against it at the Effective Time including all wages, sums
payable under taxation statutes, rent and other expenses.
6.3 In addition to clause 6.2:
6.3.1 the Vendor shall remain liable for claims by third parties in
respect of any service supplied or products sold by the
Vendor or any act or omission of the Vendor prior to the
Effective Date or arising from defective products or parts of
products manufactured by the Vendor, even if the defective
products or parts were sold by the Purchaser in the 12 months
following completion;
6.3.2 upon becoming aware of any such claim the Purchaser will
promptly give notice of it to the Vendor and neither shall
take any steps which might reasonably be expected to damage
the commercial interests of the other without prior
consultation with the other.
6.4 The Vendor shall indemnify the Purchaser from and against all
liabilities debts and claims referred to under clause 6.2 and 6.3.1 and
such indemnity shall
extend to the amount of any settlement of a claim (including costs)
made by the Purchaser with the approval of the Vendor.
6.5 If the Purchaser reasonably considers that it is desirable to take
preventive action with a view to avoiding claims under clause 6.3.1
including, without limitation repair and replacement then provided such
action has first been discussed and approved by the Vendor such
approval not to be unreasonably withheld the Vendor shall hear the cost
of that action.
6.6 Save for such liabilities as the Purchaser agrees expressly to assume
under this agreement, the Purchaser shall not assume any liability of
or relating to the Business in existence at the Effective Time and
nothing in this agreement shall make the Purchaser liable in respect of
anything done or omitted to be done prior to the Effective Time by the
Vendor. The Vendor shall indemnify the Purchaser in respect of any such
liability (which liability shall include, without limitation, all
losses, costs, claims, expenses, damages, legal and other professional
fees and expenses on an indemnity basis) which it may incur or which
may arise as a result of anything so done or omitted to be done and in
respect of any breaches by the Vendor of this Agreement or claim
arising from the Vendor's conduct of thc Business prior to the
Effective Time and for all and any liabilities not expressly agreed
under this Agreement to be assumed by the Purchaser.
7. CONTRACTS
7.1 The Purchaser shall:
7.1.1 accept assignments from the Vendor of or join with the Vendor
in procuring a novation of the Contracts; and
7.1.2 carry out perform and discharge all the obligations and
liabilities created by or arising under the Contracts after
the Effective Time except for any obligations and liabilities
attributable to a breach on the part of the Vendor or arising
prior to the Effective Time.
7.2 The Purchaser shall indemnify the Vendor against all actions,
proceedings, costs, damages, claims and demands in respect of any
failure on the part of the Purchaser to carry out, perform and
discharge all the obligations and liabilities created by or arising
under the Contracts (except as provided under 7.1.2) to the extent that
they fail to be carried out, performed and discharged after the
Effective Time. The Vendor shall indemnify the Purchaser against all
actions, proceedings, costs, damages, claims and demands in respect of
any failure on the part of the Vendor to carry out, perform and
discharge all the obligations and liabilities created by or arising
under the Contracts in the period up to the Effective Time to the
extent that they fail to be carried out, performed and discharged up to
the Effective Time.
7.3 Insofar as the benefit of any of the Contracts cannot effectively be
assigned to the Purchaser except by an agreement or novation with, or
consent to the assignment from, the person, firm or company concerned:
(a) the Vendor shall at the Purchaser's request and expense use
all reasonable endeavours with the co-operation of the
Purchaser to procure such novation or consent to the
assignment;
(b) until the Contract is novated or assigned the Vendor shall
hold it and also the benefits arising under it in trust for
the Purchaser absolutely. Where the Purchaser performs such
contract it does so (provided if such sub-contracting is
permissible and lawful under the Contract), as the Vendor's
sub-contractor; and
(c) until the Contract is novated or assigned the Vendor shall
(so far as it lawfully may) give all reasonable assistance to
the Purchaser (at the Purchaser's request and expense) to
enable the Purchaser to enforce its rights under the
Contract.
7.4 For the purpose of obtaining the effective assignment of the Contracts
to the Purchaser the Vendor and the Purchaser agree to notify together
in writing the customers and those other parties to the Contracts on or
as soon as practicable after the Effective Time (in such form as both
parties shall agree) of the assignment of each Contract to the
Purchaser to the extent that the same are
assignable to the Purchaser without the relevant customer's or other
party's prior written consent.
7.5 It is the intention of the parties to co-operate together in finalizing
customer contracts (not being Contracts) in existence at the Effective
Time.
8. EMPLOYEES
8.1 The Vendor warrants that it has complied with the provisions of
Regulation 10 of the Regulations.
8.2 The Vendor shall indemnity the Purchaser against any order to pay
compensation made pursuant to the Regulations provided that the order
is not made as a result of any act or omission of the Purchaser.
8.3 All salaries and other emoluments and obligations, including
entitlement to commission bonuses or rewards up to the Effective Time,
accrued but unpaid holiday entitlement, (where holiday has not been
taken), holiday pay, accrued sick pay, tax and national insurance
payments and other contributions to retirement benefit or pension
schemes and other contractual benefits relating to the Employees shall
he borne by the Vendor to the extent they arise in or relate to the
period up to the Effective Time. The Vendor has set out all necessary
apportionments in respect of such matters in Schedule 3 and agrees to
indemnity the Purchaser in respect of all such matters to the extent
that they have not been listed and the cost of them adequately
quantified in Schedule 3.
9. VALUE ADDED TAX
9.1 The parties shall use all reasonable endeavours to procure that the
sale of the Business is deemed to be a transfer of a business as a
going concern for the purposes of the Value Added Tax ▇▇▇ ▇▇▇▇, s49 and
Schedule 4 paragraph 8(l)(a). In the event that VAT shall be payable on
the sale under this agreement (other than where such VAT has become
payable because of a breach by the Vendor of the provisions of the
first sentence of this clause) the Purchaser shall pay to the Vendor
such VAT and any penalties or interest
incurred by the Vendor for late payment of such sum, such payment to be
made on delivery by the Vendor to the Purchaser of a valid invoice in
respect of such VAT.
9.2 The Vendor shall retain all the records of the Business for value added
tax purposes which are required by the Value Added Tax ▇▇▇ ▇▇▇▇,
s49(l)(b) to be preserved and shall notify the Commissioners of Customs
and Excise accordingly.
9.3 The Purchaser shall for a period of not less than 6 years from the
Effective Date preserve the records delivered to it by the Vendor and,
upon reasonable notice, make them available to the Vendor or its agents
during normal business hours.
10. TITLE
10.1 The Vendor shall take all necessary steps reasonably required and
co-operate fully with the Purchaser to ensure that it obtains the full
benefit of the Business and Assets and shall at the request and expense
of the Purchaser execute such documents and take such other steps (or
procure other necessary parties so to do) as are reasonably necessary
or appropriate for vesting in the Purchaser all its rights arid
interests in the Assets.
10.2 The Prepayment Charge shall be payable by the Vendor to the Purchaser
against an invoice therefor (together with VAT thereon) on Completion.
11. WARRANTIES BY THE VENDOR
11.1 The Vendor warrants to the Purchaser that:
11.1.1 the Warranties set out in Schedules 2 are true and accurate
in all respects;
11.2 The rights and remedies of the Purchaser in respect of any breach of
the Warranties shall not be affected by completion of the purchase of
the Business, by any investigation made by or on behalf of the
Purchaser into the affairs of
the Vendor, by the Purchaser failing to exercise or delaying the
exercise of any of its rights or remedies or by any other event or
matter whatsoever except a specific and duly authorised written waiver
or release.
11.3 The Purchaser hereby acknowledges that it does not enter into this
Agreement in reliance on any representation warranty or undertaking
other than those embodied in this Agreement.
11.4 If there is a breach of any of the Warranties and:
11.4.1 the value of the Business or any of the Assets is less than
it would have been at the Effective Time in the absence of
the breach; or
11.4.2 the Purchaser incurs a liability which it would not have
incurred or which exceeds the liability it would have
incurred had matters been as warranted; or
11.4.3 as a result of the breach or of matters not being as
warranted the Purchaser suffers loss, costs or expenses or
does not receive any benefit, gain or profit which otherwise
could reasonably have been expected to accrue;
then without affecting the Purchaser's other rights the Vendor shall
pay to the Purchaser in cash by way of damages an amount equal to the
resulting diminution of value or the liability or excess liability and
the loss, costs and expenses so as to put the Purchaser into the
position which it would have been in if the Warranties had been true
and accurate and had not been breached.
11.5 The Vendor undertakes to indemnify the Purchaser against any reasonable
costs, expenses and other liabilities (together with any VAT thereon
which is not recoverable by the Purchaser) which the Purchaser may
incur either before or after the commencement of any action, in
connection with:
11.5.1 the settlement of any claim by the Purchaser that there has
been a breach of the Warranties;
11.5.2 any legal proceedings in which the Purchaser claims that
there has been a breach of the Warranties and in which
judgment is given in favor of the Purchaser; or
11.5.3 the enforcement of any such settlement, compromise or
judgment.
11.6 Notwithstanding any other provisions of this Agreement the liability of
the Vendor hereunder shall be limited in accordance with the provisions
of Schedule 4 and the provisions of such Schedule shall have effect.
12. PENSIONS
12.1 The Vendor shall be responsible for all payments into the Vendor's
pension fund in respect of the Employees for the period up to the
Effective Time.
13. FUTURE ACTIVITIES
13.1 For the purpose of assuring to the Purchaser the full benefit of the
Business the Vendor covenants and undertakes with the Purchaser that it
shall not:
13.1.1 disclose to any person or itself use for any purpose the
Customer List, the Information or any other confidential
information concerning the Business and it shall keep the
same confidential and shall use all reasonable endeavors to
ensure that the use publication or disclosure by' others
(including without limitation existing or former employees or
agents of the Vendor) of the same does not occur and is
prevented;
13.1.2 for a period of 5 years after the Effective Time either on
its own account or through any other person directly or
indirectly solicit, interfere with or endeavor to entice away
from the Purchaser any person who is now or has, during the
two years preceding the Effective Time, been a customer or
employee of, supplier to or otherwise in the habit of dealing
with, the Vendor in relation to the Business;
13.1.3 for a period of 5 years after the Effective Time directly or
indirectly engage in the United Kingdom in any activity which
is similar to or which directly or indirectly competes with
the Business or any material part thereof as it is now
carried on.
13.2 The Vendor shall promptly refer to the Purchaser all enquiries relating
to the Business and assign to the Purchaser all orders relating to the
Business, including enquiries or orders for any work, supplies of
computer software or hardware or computer related services which the
Vendor may in the future receive.
13.3 The Vendor agrees with the Purchaser that the provisions of clause 13.1
are reasonable and necessary for the protection of the value of the
Business and the Goodwill and that having regard to that fact those
provisions do not work unfairly against the Vendor.
13.4 The Vendor agrees that if any of the provisions of clause 13.1
themselves or taken together, shall be adjudged to go beyond what is
reasonable in all the circumstances for the protection of the
legitimate interests of the Purchaser but would he adjudged reasonable
if part or parts of the wording thereof were deleted or amended or
qualified or the periods thereof were reduced or the range of business
activities or area dealt with were thereby reduced in scope, then the
relevant provision shall apply with such modification as may be
necessary to make it or them valid and effective.
14. ANNOUNCEMENTS
14.1 No announcement of any kind shall be made in respect of the subject
matter of this agreement except as specifically agreed between the
Vendor and the Purchaser. Any announcement by either party shall in any
event be issued only after prior consultation with the other.
15. COSTS
15.1 All expenses incurred by or on behalf of the parties, including all
fees of agents, solicitors, accountants, employed by either of the
parties in connection
with the negotiation, preparation and execution of this agreement shall
be borne solely by the party which incurred them.
16. COMMUNICATIONS
16.1 All communications between the parties with respect to this agreement
shall be delivered by hand or sent by first-class post to the address
of the addressee as set out in this agreement, or to such other address
(being in Great Britain) as the addressee may from time to time have
notified for the purpose of this clause, or sent by facsimile
transmission (with confirmation by letter posted first-class within 24
hours).
16.2 Communications shall be deemed to have been received:
16.2.1 if sent by first-class post: 3 business days after posting
exclusive of the day of posting;
16.2.2 if delivered by hand: on the day of delivery;
16.2.3 if sent by facsimile transmission: at the time of
transmission.
16.3 Communications addressed to the Vendor shall be marked for the
attention of ▇▇▇▇▇▇ ▇▇▇▇. Communications addressed to the Purchaser
shall be marked for the attention of ▇▇▇▇▇ ▇▇▇▇▇ with copies to ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇ at ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇.
16.4 In proving service:
16.4.1 by delivery by hand: it shall be necessary only to produce a
receipt for the communication signed by or on behalf of the
addressee;
16.4.2 by post: it shall be necessary only to prove that the
communication, or letter of confirmation, was contained in an
envelope which was duly addressed posted in accordance with
this clause;
16.4.3 by facsimile transmission: it shall be necessary only to
prove that the facsimile message was properly addressed
transmitted and confirmation received from the recipient's
fax machine or operator as the case may be.
17. ENTIRE AGREEMENT AND SCHEDULES
17.1 This agreement and the Schedules constitute the entire agreement and
understanding between the parties with respect to all matters which are
referred to.
17.2 The Schedules form part of this agreement.
17.3 This agreement binds each party's successors and assigns.
17.4 None of the rights or obligations under this agreement may be assigned
or transferred without the prior written consent of all the parties.
18. INVALIDITY
18.1 If any term or provision in this agreement shall in whole or in part be
held to any extent to be illegal or unenforceable under any enactment
or rule of law, that term or provision or part shall to that extent be
deemed not to form part of this agreement shall not be affected.
19. FURTHER ASSURANCE
19.1 The Vendor shall as its own cost (other than disbursements which shall
be at the Purchaser's costs) execute all such documents or do or
procure the doing of such acts and things after Completion as the
Purchaser shall reasonably require in order to give effect to this
agreement and give to the Purchaser the full benefit thereof and which
shall include enforcing the rights described in clause 2.1.2(m).
20. PROPER LAW
20.1 The construction, validity and performance of this agreement shall be
governed by the laws of England and the parties agree to submit to the
jurisdiction of the English Courts for all purposes relating to this
agreement.
21. POST-COMPLETION WINDING UP
21.1 Within a period of 12 months following Completion the Vendor agrees to
enter into liquidation for the purposes of winding up its affairs.
22. CERTIFICATE OF VALUE
22.1 It is hereby certified that the transaction hereby effected does not
form part of a larger transaction or series of transactions in respect
of which the amount or value or aggregate amount or value of
consideration exceeds 250,000 UKP.
AS WITNESS the hands of the duly authorised representatives of the
parties on the date which first appears on page 1.
SIGNED BY )
for and on behalf of )
OPEN SUPPORT LIMITED )
In the presence of )
SIGNED BY )
for and on behalf of )
IBIS SYSTEMS LIMITED )
In the presence of )
