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M&A Workshop 7
Consolidation Note With reference to TUPE, the best thing to do is to read the Text Book pages 134 to 143 and cross reference the reading to the flowcharts on pages 150 and 151. With Reference to the Asset Acquisition we quickly looked at the advantages and disadvantages between Share Acquisition
No need to assign the need to assign the cherry-picked contracts contracts Look out for change of Control - The benefit of the Contracts can be Clauses. freely assigned unless the contract forbids it, (But not the Assignment obligations/burden) and
- The burden - remains with the seller Change of UNLESS Novation is used (Novation is Control rarely used due to the extensive negotiations to release the seller from his obligations) No need to deal with the Need to deal with employment contracts Employm employment contracts as the TUPE applies as the employer changes. ent employer stays the same, TUPE contracts doesn't apply. Contracts
We then Looked the difference between Novation, Assignment and Getting a whole new Contract.
Prep Task Note: The answers to the questions are outlined here. You need to go directly to each clause to see how it answers the question. The Clauses are self-explanatory and therefore this is just the skeleton. Where more comment is needed I have added it. Question 1 How does the agreement provide for the transfer of contracts where third party consent to the transfer is required but has nor been received by Completion?
Clauses 6.2(a) Clause 6.2(b) Clause 6.3 Clause 4.1(viii) Question 2. Does the Agreement protect our clients passion in relation to any contracts that...
No protection in the agreement and therefore S will want a covenant form the B that it will meet obligations and that B will indemnify the S for any costs that it may incur for not performance by B of those contracts. The contracts are transferred buy not Novated. Seller will have the burden while the B while have the benefit. Question 3. Under the terms of the Agreement, what action must.... Book Debts are a benefit for the Buyer (these are debts owed to the company by DEBTORS) Clause 2.1(c)
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