STYLE JOINT VENTURE AGREEMENT

EXAMPLES OF RISK MANAGEMENT CLAUSES

4. BUSINESS OF THE COMPANY
The business of the Company and its workscope responsibilities will unless and until the parties otherwise agree be confined to the workscope referred to in Annex One.
5. DIRECTORS留學生dissertation網

5.1 The board of directors of the Company will have responsibility for the supervision and management of the Company and its business save in respect of those matters which are specifically reserved for shareholders.
5.2 The board of directors will consist of no less than four directors and will be made up of an equal number of R, S, M and O Directors.
5.3 The post of chairman will be held in each twelve month period by a director appointed by R, S, M or O in rotation. The chairman will not have a casting vote.
5.4 A party may remove a director appointed by it and appoint a new director in his place by notice in writing to the Company and the other parties.
5.5 The party removing the director will indemnify the Company against any claim arising in connection with that director's removal from office.
5.6 Meetings of the directors will be convened and held at such times and places as agreed among the parties from time to time. A written agenda for each meeting of the directors specifying the matters to be raised at the meeting will be sent (together with the notice convening the meeting) not less than seven days before the date of the meeting to all directors (or their alternates) entitled to receive notice of the meeting.
5.7.1 Subject to Clause 5.7.2, no resolution may be passed at a directors' meeting unless at least three directors, representing at least three of the parties, are present and a majority of directors present at the meeting vote in favour; the majority must include directors appointed by at least three of the parties.
5.7.2 Notwithstanding Clause 5.7.1, resolutions relating to the following matters (to be known as “Reserved Matters”), will require the unanimous agreement of all members of the board of directors:
1. Appointment or dismissal of any member of the management team.
2. Further investment whether by way of bank loan or by increasing, altering or issuing share capital.
3. Reduction of share capital
4. Changing the scope of this Agreement either by way of expansion or reduction including the signing of any new contracts other than those envisaged at Completion and referred to in Annex One.
5. Approval of the annual business plan.
6. Changes to the Company Secretary, bankers or auditors.
7. Increasing or decreasing the number of directors.
8. Changes to the accounting policies set out in this Agreement.
9. Changes to the membership of the Steering Group subject to Clause 6.2.
10. Changes to the Interim Leadership Team, the Interim Health, Safety, Environment and Quality Adviser and the Interim Commercial Manager.#p#分頁標題#e#
11. Changes to the allocation of work among the parties or material variations to either the Contract with YYY Limited or any of the subcontracts between the Company and any of the parties.
12. Payment of dividends by the Company.
13. Pursuing legal action or decisions to abandon a legal action once raised or a defence once lodged.
14. Termination or suspension of any of the subcontracts between the Company and any of the parties where there has been no default by that party.
15. Changes to the Articles of Association of the Company.
5.8 Each of the parties will take all reasonable steps available to them to ensure that any meeting of the Board or any committee of the Board and every general meeting has the necessary quorum throughout.
5.9 A party may appoint an alternate to take the place of a director appointed by it from time to time. The alternate’s name and designation will be intimated to the other parties in writing.
6. THE STEERING GROUP
6.1 T he Steering Group appointed under Clause 3.2.5 will supervise the operational responsibilities of the Company.
6.2 The Steering Group will initially comprise AAA, BBB, CCC and DDD. There will be four members of the Steering Group and these may be changed at any time by unanimous agreement of the Board of Directors or alternatively, any of the parties may change its own representative on the Steering Group at any time of its own volition. If a party changes its representative on the Steering Group it will give written notice of the change to the other parties comprising at least the name and contact details of the new representative and the date from which he or she will take up his or her responsibilities on the Steering Group.
6.3 The Steering Group will report monthly to the Board of Directors. The report may contain, but is not restricted to the following:
6.3.1 Performance against annual contract budget;
6.3.2 Health, Safety and Environmental performance;
6.3.3 Performance against contractual Key Performance Indicators;
6.3.4 Performance of the operational management of the Company;
6.3.5 In the period to 1 June 2003, progress on the appointment of the permanent team to replace the Interim Leadership Team, the interim Health, Safety, Environment and Quality Adviser and the interim Commercial Manager;
6.3.6 Any business material to the profitability of the Company including business risks and items of concern to the Steering Group;
6.3.7 Any matters which require Board approval.
6.4 The Steering Group will meet at such times and places as it determines from time to time.
6.5 The Steering Group will make recommendations to the Board of Directors to assist them in managing the Company.
6.6 The Steering Group will work towards the appointment of a permanent team to take over operational management of the Company from the Interim Leadership Team no later than 1 June 2003.
7. THE OPERATIONAL MANAGEMENT OF THE COMPANY#p#分頁標題#e#
7.1 The operational management of the Company will initially be made up of an Interim Leadership Team.
7.2 The Interim Leadership Team will comprise a Focal Point and three Interim Operational Improvement Managers.
7.3 There will also be appointed an interim Health, Safety, Environment and Quality Adviser and an interim Commercial Manager.
7.4 The Interim Leadership Team will assume its responsibilities as of 1 January 2003 notwithstanding the date or dates of this Agreement and will remain in place for a maximum period of six months until 30 June 2003.
7.5 The Interim Leadership Team and in particular, the Interim Operational Improvement Managers will work on the integration of operations among the parties and the improvement of processes.
7.6 The Interim Leadership Team will report monthly to the Steering Group or as often as required by the Steering Group. However, the monthly report does not supersede the duty of the Interim Leadership Team to keep the Steering Group properly and fully informed of all material developments and issues concerning the operations of the Company including those relating to its contract with YYY Limited and its operational sub-contracts.
7.7 The monthly report by the Interim Leadership Team to the Steering Group may include, but is not restricted to the following:
7.7.1 Performance against contract budget;
7.7.2 Health, Safety and Environmental performance;
7.7.3 Performance against contractual Key Performance Indicators
7.8 The Interim Leadership Team will initially comprise the following persons:
Interim Focal Point: AB,
Interim Operational Improvement Managers: CD; EF and GH.
7.9 The Interim Health, Safety,Environment and Quality Adviser will be determined by the Board at a later date; the Interim Commercial Manager will be IJ.
7.10 Changes to the Interim Leadership Team, the interim Health, Safety, Environment and Quality Adviser and the Interim Commercial Manager may only be made unanimously by the Board on the recommendation of the Steering Group.
7.11 The parties will procure that the permanent management team will be agreed by them on or before 30 June 2003 and will take over the responsibilities of the Interim Leadership Team as set out in this Clause 7 and as further directed by the Steering Group from time to time.
8. FINANCE FOR THE COMPANY
8.1 The Company will be financed initially by the proceeds of the share subscriptions referred to in Clause 3.
8.2 The parties intend that they should participate equally in their Relevant Proportions in any further financing of the Company but this Clause will not impose any obligation to provide any additional finance.
9. ACCOUNTING AND OTHER MATTERS
9.1 The parties will procure that the Company will at all times maintain accurate and complete accounting and other financial records in accordance with the requirements of all applicable laws and generally accepted accounting principles applicable in the United Kingdom.#p#分頁標題#e#
9.2 The parties will ensure that each party and its respective authorised representatives will be allowed access at all reasonable times to examine the books and records of the Company.
9.3 The parties will procure that the Company will prepare monthly management accounts including profit and loss accounts, balance sheet and cashflow statement and will send copies to the parties within 14 days of the end of the month in question.
9.4 The parties will procure that the Company will supply each party with copies of the Company's audited accounts within 4 months of the end of the financial year in question.
9.5 The first Business Plan will be prepared by the Interim Leadership Team and delivered to the Steering Group on or before 30 June 2003. The parties will procure that the Company will prepare a Business Plan for the Company and its Subsidiaries for each financial year within 45 days of the end of the preceding financial year and will provide each of the parties with a copy for approval and adoption at a general meeting of the shareholders of the Company. The Business Plan will include the following:
9.5.1 an estimate of the working capital requirements contained in a cashflow statement together with an indication of the amount (if any) which it is considered prudent to retain out of the previous financial year's distributable profits to meet such working capital requirements;
9.5.2 a projected profit and loss account;
9.5.3 an operating budget (including estimated capital expenditure requirements) and balance sheet forecast;
9.5.4 a report giving business objectives for the year; and
9.5.5 a financial report, which will include an analysis of the results of the Company as shown in its quarterly accounts compared with the Business Plan for the previous year, identifying variances in sales revenues, costs and other material items.
9.5.6 the Company’s statutory books and accounts will be maintained by S.
10. ALLOCATION OF PROFITS
10.1 Subject to the requirements of the Companies Act 1985 and to Clause 10.2, the board of directors of the Company will in each financial year before the expiry of six months after each date to which its audited accounts are made up, meet to agree what dividend if any should be recommended to the shareholders to be distributed. Nothing in this Clause will require the Company to distribute a dividend.
10.2 The Company will allocate profit according to the principles set out in Annex Two and the directors will follow these principles in determining the distribution of profit in each year including the distribution, if any, of dividend.
11. STATUS OF THIS AGREEMENT AND THE PARTIES' OBLIGATIONS
11.1 Each party will exercise all voting rights and other powers of control available to it in relation to the Company so as to procure (so far as each is respectively able by the exercise of such rights and powers) that at all times during the term of this Agreement the provisions of this Agreement are duly and promptly observed and given full force and effect according to its spirit and intention.#p#分頁標題#e#
11.2 If any provisions of the memorandum or articles of association of the Company at any time conflict with any provisions of this Agreement, this Agreement will prevail and the parties will whenever necessary exercise all voting and other rights and powers available to them to procure the amendment, waiver or suspension of the relevant provision of the memorandum and/or articles of association to the extent necessary to permit the Company and its affairs to be administered as provided in this Agreement.
12. PROMOTION OF THE COMPANY'S BUSINESS
12.1 The parties will respectively use all reasonable endeavours to promote and develop the business of the Company to the Company's best advantage.
12.2 Unless otherwise agreed in writing by the parties and subject to Clause 12.3, each party undertakes that while it is a member of the Company and for 12 months after it ceases to be a member it will not and will procure that no member of its Group will:
12.2.1 be engaged concerned or interested either directly or indirectly and whether on its own behalf or on behalf of or in association with others and in any capacity whatever in carrying on in competition with the Company or any Subsidiary of the Company for XXXX Limited or YYY Limited anywhere within the United Kingdom or the United Kingdom Continental Shelf the business set out in Annex One or any new areas of business that the Company moves into with the express agreement of that party (other than as the holder of not more than 5% of the shares carrying unrestricted voting rights in any company whose shares are listed on any recognised stock exchange);
12.2.2 either on its own behalf or on behalf of any other person, firm or company canvass, solicit the custom of or endeavour to entice away from the Company or any of its Subsidiaries, any person, firm or company which is, or has at any time during the twelve months before that party ceased to be a member, been a customer of or in the habit of dealing with the Company or any Subsidiary of the Company;
12.2.3 either on its own behalf or on behalf of any person, firm or company solicit or endeavour to entice away from the Company or any of its Subsidiaries any employee of the Company or of any of its Subsidiaries.
12.3 The provisions of this Clause will not apply where a party’s sub-contract is terminated through no fault of its own.
12.4 The parties consider that the restrictions contained in this clause are reasonable, however if any such restriction will be found to be unenforceable but would be valid if any part of it were deleted or the period or area of application reduced such restriction will apply with such modification as may be necessary to make it valid and effective.
13. CONFIDENTIALITY
13.1 Each party will at all times use its best endeavours to keep confidential (and to ensure that its employees, agents, Subsidiaries, and the employees and agents of such Subsidiaries, will keep confidential) any Confidential Information which it may acquire in relation to the Company and its Subsidiaries or in relation to any party to this Agreement and will not use or disclose any such information except:#p#分頁標題#e#
13.1.1 to another member of the R, S, M or O Group, as the case may be, or to a party's professional advisers where such disclosure is for a purpose related to the operation of this Agreement;
13.1.2 with the written consent of such of the Company, any of its Subsidiaries or the party that the information may relate to;
13.1.3 as may be required by law or by the rules of any recognised stock exchange, or governmental or other regulatory body, when the party concerned will, if practicable, supply a copy of the required disclosure to the others before it is disclosed and incorporate any amendments or additions reasonably requested by the others;
13.1.4 where it relates to the Company or any of its Subsidiaries bona fide for the advancement of the business of the Company or its Subsidiaries;
13.1.5 where it has come into the public domain otherwise than by the breach of this clause;or
13.1.6 where disclosure is required bona fide for due diligence purposes in which case the party seeking to make the disclosure will ensure that the party to whom the disclosure is to be made will execute a non disclosure agreement prior to disclosure in terms not less onerous than the terms of this Clause 13.
13.2 The parties will use their best endeavours to procure that the Company and its Subsidiaries and their officers, employees and agents observe a corresponding obligation of confidence in respect of information about the parties themselves.
13.3 The obligations of each of the parties in sub-clause 13.1 will continue without limit in time and notwithstanding termination of this Agreement for any cause.
13.4 On the signing of this Agreement the parties will issue a joint announcement in the Agreed Form.
14. TAX MATTERS
14.1留學生dissertation網 The central management and control of the Company will be exercised in the United Kingdom and the parties will use their respective best endeavours to ensure that the Company is treated by all relevant authorities as being resident for taxation purposes in the United Kingdom and as not being liable for taxation on the grounds of residence in any other country.
14.2 If any party to this Agreement will so request the others in writing, the parties will procure that that party's Relevant Proportion of any trading losses of the Company and other amounts eligible for relief from taxation will be surrendered to that party (or any other company which is a member of its Group, where such company is entitled to receive the same pursuant to section 402 of the Income and Corporation Taxes Act 1988) on terms that the recipient will (unless the parties otherwise agree) pay to the Company that percentage of the amount surrendered as is equal to the corporation tax rate of the Company for the relevant accounting period, provided that:
14.2.1 any such payment will be made on the date nine months after the end of the relevant accounting period of the Company; and
14.2.2 if any part of any amount so surrendered will not be allowed to the recipient by way of relief from tax the parties will procure that the Company will refund to the recipient immediately the amount paid by the recipient in respect of that part.#p#分頁標題#e#
14.3 The parties will procure that all consents required by law for the surrender or acceptance of trading losses or other amounts eligible for relief from taxation will be given by the Company and/or the appropriate party or members of their Group within the requisite period.
14.4 Any refund to be paid pursuant to sub-clause 14.2.2 will be paid together with an amount equal to the interest which would be due to the Inland Revenue in relation to the tax payable as a result of the disallowance of any amount surrendered, on the assumptions that the additional tax and any interest on it is paid to the Inland Revenue within 28 days of the recipient company informing the surrendering company of the amount of the disallowance and that the surrendering company pays the recipient company the money due within the said 28-day period.
15. DEADLOCK
15.1 A deadlock will occur if:
15.1.1 a quorum is not achieved for any board of directors’ or shareholders’ meeting or at any adjourned meeting; or
15.1.2 a resolution is proposed at a duly convened meeting of the board of directors or shareholders and a director or member (other than the representative of the proposing party) votes against the resolution or abstains from voting and thereby prevents the resolution from being passed.
15.2 Any party may within 28 days of the event that has given rise to the deadlock serve written notice (a "Deadlock Notice") on the other parties stating that in its opinion a deadlock has occurred and identifying the matter over which the parties are deadlocked.
15.3 The parties undertake that following service of the Deadlock Notice they will forthwith refer the matter which has given rise to the deadlock to a committee of an equal number of senior members of the boards of directors of the parent companies of each of the parties' Groups and will each use all reasonable endeavours in good faith to resolve the dispute.
16. TRANSFER OF SHARES
16.1 Except as permitted by this Agreement or with the prior written consent of the other parties to this Agreement, no party will sell, transfer, assign, pledge, charge or otherwise dispose of any share or any interest in any share in the Company.
16.2 Save for transfers for which prior written consent is given by the other parties or for intra-Group transfers permitted by sub-clause 16.12, no party may transfer any shares unless it transfers all (and not some only) of the shares held by it and it procures the transfer of all (and not some only) of the shares which are held by any other members of its Group.
16.3 A party wishing to transfer shares (the "Seller") will give notice in writing (a "Transfer Notice") to the other parties (the "Ongoing Shareholders") specifying the details of the proposed transfer including the identity of the proposed purchaser and the price for the shares.
16.4 Within 28 days of receiving the Transfer Notice, any, some or all of the Ongoing Shareholders may give written notice saying that they wish:#p#分頁標題#e#
16.4.1 to purchase the shares in the Transfer Notice at the price specified; or
16.4.2 to purchase the shares in the Transfer Notice but that the price specified is too high.
16.5 An Ongoing Shareholder which does not give notice under clause 16.4 will have no further entitlement under this clause and references to “Ongoing Shareholders” in this clause will be interpreted accordingly.
16.6 If any of the Ongoing Shareholders wish to purchase the Seller's shares and considers the price specified to be too high, the parties will endeavour to agree a price. If the parties fail to reach agreement within 28 days of the Transfer Notice then the parties will appoint an Expert under Clause 19 to determine the Fair Value of the shares.
16.7 If the Seller does not agree with the Fair Value as certified in the Expert's written notice, it will be entitled to revoke the Transfer Notice by notice in writing within seven days of delivery of the Expert's written notice. If the Seller revokes the Transfer Notice it will not be entitled to transfer the shares except in accordance with this Agreement.
16.8 If any of the Ongoing Shareholders do not agree with the Fair Value as certified in the Expert's written notice they will give notice to the Seller within seven days of delivery of the Expert's written notice.
16.9 Subject to the Seller not exercising its right to revoke the Transfer Notice, and unless all of the Ongoing Shareholders give notice in writing to the Seller within 14 days of the date of the Expert's written notice that they do not wish to purchase the shares, completion of the sale to the Ongoing Shareholders of the shares comprised in the Transfer Notice at the Fair Value or price specified or agreed (as the case may be) will take place in accordance with Clause 18.
16.10 If all Ongoing Shareholders fail to give notice under sub-clause 16.4, or give notice under sub-clause 16.9, then:
16.10.1 the Seller will be entitled to transfer its shares (but not some only) to the third party purchaser identified in the Transfer Notice at a price not less than the higher of the price specified in the Transfer Notice or the Fair Value;
16.10.2 the Seller will procure that any purchaser of shares that is not a party to this Agreement will, at completion, enter into a shareholders agreement in relation to such shares with the parties to this Agreement on the same terms that apply to the Seller.
16.11 If some only of the Ongoing Shareholders give notice under Clause 16.9 that they do not wish to proceed with the purchase of the shares comprised in the Transfer Notice then the sale will proceed but only to those Ongoing Shareholders who have not given such notice and who had not previously given notice under Clause 16.4.
16.12 A party will be entitled at any time to transfer all but not some only of the shares registered in its name to a company which is part of the same Group provided that where the transferee company ceases to be a member of the same Group as the transferring party, that party will procure that the transferee will forthwith transfer back to it all the shares previously transferred.#p#分頁標題#e#
16.13 Any shares purchased by the Ongoing Shareholders will be apportioned between or amongst them rateably in proportion to their respective shareholdings.
17. DEEMED TRANSFER OF SHARES
17.1 A party will be deemed to have served a Transfer Notice under Clause 16.3 in respect of all its shares immediately before any of the following events affecting that party (the "Default Events"):
17.1.1 the liquidation (voluntary or otherwise) of that party, other than a genuine solvent reconstruction or amalgamation in which the new company assumes (and is capable of assuming) all the obligations of the party;
17.1.2 the termination of that party’s operational sub-contract between it and the Company;
17.1.3 an order is made by a court of competent jurisdiction or a resolution is passed for the administration of that party;
17.1.4 any step is taken by any person (and is not withdrawn or discharged within 90 days) to appoint a receiver, administrative receiver or manager in respect of the whole or a substantial part of the assets or undertaking of that party;
17.1.5 that party being unable to pay its debts as they fall due for the purposes of section 123 of the Insolvency Act 1986;
17.1.6 that party entering into a composition or arrangement with its creditors;
17.1.7 any chargor enforcing any charge created over any shares in the Company held by that party;
17.1.8 that party being in material breach of this Agreement and, in the case of a breach which is capable of remedy, not remedying the same within 30 days of it being required so to do by any of the other parties.
17.2 The deemed Transfer Notice will have the same effect as a Transfer Notice, save that:
17.2.1 the deemed Transfer Notice will take effect on the basis that it does not identify a proposed purchaser or state a price for the shares and that the parties will refer the question of a valuation to an Expert under Clause 19;
17.2.2 the Expert will be required to determine the Fair Value for the shares;
17.2.3 the Seller will not have a right of withdrawal following a valuation;
17.2.4 if none of the Ongoing Shareholders accepts the offer in the deemed Transfer Notice, the Seller will not have the right to sell the shares to a third party and the Company will be wound up forthwith upon the Ongoing Shareholders giving notice in writing to the Company within 30 days from the delivery of the deemed Transfer Notice or written notice of the Fair Value, whichever is the later.
17.3 Any shares purchased by the Ongoing Shareholders will be apportioned between or amongst them rateably in proportion to their respective shareholdings.
18. COMPLETION OF THE SALE AND PURCHASE OF SHARES
18.1 Completion of the sale and purchase of shares under this Agreement will take place in Aberdeen 40 business days after:
18.1.1 unless an Expert has been appointed to determine Fair Value, the day of delivery of the Transfer Notice; or
18.1.2 the day of delivery of the Expert's Fair Value Notice; or if later,#p#分頁標題#e#
18.1.3 5 days after clearance of the sale and purchase by the relevant competition authorities.
18.2 At completion:
18.2.1 the Seller will deliver or procure that there is delivered to the Ongoing Shareholders duly completed share transfer forms transferring the legal and beneficial ownership of the relevant shares to the Ongoing Shareholders together with the relevant share certificates and such other documents as the Ongoing Shareholders may reasonably require to show good title to the shares or to enable them to be registered as the holders of the shares;
18.2.2 the Ongoing Shareholders will deliver or will procure that there is delivered to the Seller bankers' drafts made payable to the Seller or to its order for the purchase price; and
18.2.3 if following the sale the Seller will hold no further shares in the Company then the Seller will deliver or procure that there are delivered to the Company resignations from any directors appointed by the Seller, such resolutions to take effect at completion of the sale of the shares.
18.3 The shares will be sold by the Seller with the benefit of a Seller’s warranty that the Seller is the absolute sole beneficial owner of the shares transferring and that they are transferred free of all liens, charges, securities, mortgages or other encumbrances and that the Seller has full and sole title to make the transfer.
18.4 If any of the Ongoing Shareholders fails to pay the purchase price on the due date, without prejudice to any other remedy which the Seller may have, the outstanding balance of the purchase price will accrue interest at a rate equal to 3% above the base rate of the Royal Bank of Scotland plc from time to time.
18.5 The parties will procure the registration (subject to due stamping by the Ongoing Shareholders) of the transfers of shares in the Company effected pursuant to this clause and each of them consents to such transfers and registrations pursuant to this Agreement and the articles of association.
18.6 Where the corporate name of the Company or any part contains any word which is the same or similar to the corporate name or any distinctive part of the corporate name of a party who is no longer a shareholder the remaining parties will procure that within 30 days the corporate name of the Company will be changed so as to exclude such word.
18.7 At completion, the Seller’s interest in this Agreement will terminate and this Agreement will be read under deletion of any references to the Seller. The Agreement will continue in respect of the Ongoing Shareholders and the Seller agrees to execute any further documentation required in order to terminate its interest in this Agreement.
18.8 Nothing in the foregoing sub-clause will affect any rights accrued by the Seller under this Agreement prior to completion.
19. APPOINTMENT OF AN EXPERT
19.1 Any expert (the "Expert") appointed to resolve any matter under the terms of this Agreement will be an independent expert whose appointment is agreed among the parties.#p#分頁標題#e#
19.2 If the parties are unable to agree on an Expert within 21 days of any party serving notice that it wishes to seek an expert determination, then the expert will be an accountant nominated at the request of any party by the President for the time being of the Institute of Chartered Accountants in Scotland.
19.3 The Expert will be required to deliver a Fair Value Notice or other written opinion as the case may be within 60 days of his appointment.
19.4 The parties will be entitled to make submissions to the Expert and will provide (or procure that others provide) the Expert with such assistance and documents as he will reasonably require for the purposes of making his determination.
19.5 The parties will provide each other with such reasonable information concerning the affairs of the Company as will enable them to make submissions under sub-clause 19.4 above.
19.6 The Expert will act as expert and not as arbitrator and his written opinion on the matters referred to him will, save for manifest error, be final and binding.
19.7 The cost of any reference under this clause will be borne by the parties equally unless the Expert will otherwise decide in which case it will be borne by the parties in the proportions indicated by the Expert.
20. FAIR VALUE
20.1 The Fair Value for any shares to be transferred under this agreement will be that proportion of the amount the Expert appointed under Clause 19 considers in his opinion to be the fair value of the entire issued share capital of the Company that the Seller's shares bear to the entire issued share capital of the Company (with no discount for the size of the Seller's shareholding).
20.2 In determining the fair value of the entire issued share capital of the Company the Expert will rely on the following assumptions:
20.2.1 the sale is between a willing seller and a willing purchaser;
20.2.2 the shares are sold free of all restrictions, liens, charges and other encumbrances;
20.2.3 the sale is taking place on the date the Expert is appointed.
21. TERMINATION AND LIQUIDATION
21.1 If at any time a resolution is passed for winding up the Company or the number of Ongoing Shareholders is reduced to one this Agreement will terminate.
21.2 Termination of this Agreement with respect to any of the parties will be without prejudice to the rights of any party accrued prior to such termination or under any provision which is expressly stated not to be affected by such termination including in respect of any prior breach of this Agreement and any right under Clause 12 and Clause 13.
21.3 On a winding-up, the parties will endeavour to agree a suitable basis for dealing with the interests and assets of the Company and its Subsidiaries and will endeavour to ensure that:
21.3.1 all existing contracts of the Company are performed so far as resources permit;
21.3.2 no new contractual obligations will be entered into by the Company;
21.3.3 the Company will be wound up as soon as practicable;#p#分頁標題#e#
21.3.4 each party will return to the others and all parties will procure that the Company will return to R, S, M or O, as the case may be, all proprietary information belonging to or originating from the others or R, S, M or O, as the case may be.
22. MEDIATION
22.1 The parties agree that they will exercise their rights and perform their obligations under this Agreement acting in good faith and in the spirit of co-operation and with the objective of avoiding disputes arising among them. In the event that a dispute arises among the parties they will take all reasonable steps to negotiate a settlement of the dispute within 28 days of the dispute arising.

22.2 In the event that the dispute is not resolved within 28 days of the dispute arising (or such longer period as the parties in dispute may mutually agree), the matter in dispute will be referred to mediation in accordance with the Rules of the Centre for Alternate Dispute Resolution in London. The fees and expenses of the mediator will be borne equally among the parties in dispute. The parties will fully co-operate with the mediator and each other to ensure that all relevant information and documentation is collated and provided to the mediator and that the mediation hearing takes place within 56 days of the dispute arising.
23. WARRANTIES, ENTIRE AGREEMENT
23.1 Each party warrants and represents to the others that as of the date of this Agreement the Company has not traded and has no assets, contracts or employees or indebtedness or any other liabilities whether actual or contingent, quantified or unquantified, disputed or undisputed or otherwise.
23.2 This Agreement (together with all agreements and documents executed contemporaneously with it or referred to in it) constitutes the entire and only agreement among the parties in relation to its subject matter and replaces and extinguishes all prior agreements, undertakings, arrangements, understandings or statements of any nature made by the parties or any of them whether oral or written (and, if written, whether or not in draft form) with respect to such subject matter. Each of the parties acknowledges that it is not relying on any statements, warranties or representations given or made by any of them in relation to the subject matter hereof, save those expressly set out in this Agreement, and that it will have no rights or remedies with respect to such subject matter otherwise than under this Agreement (and the documents executed at the same time as it or referred to in it) save to the extent that they arise out of the fraud or fraudulent misrepresentation of the other party.
23.3 No variation of this Agreement will be effective unless in writing and signed by or on behalf of a duly authorised representative of each party.
24. ASSIGNATION
24.1 This Agreement will be binding on the parties and their respective successors and permitted assignees.
24.2 None of the parties will be entitled to assign this Agreement or any of its rights and obligations under it except pursuant to Clause 16.10.2 or with the consent in writing of all other parties. #p#分頁標題#e#
25. WAIVER OF RIGHTS, COMPROMISES
25.1 No exercise or failure to exercise or delay by any party in exercising any right, power or remedy under this Agreement will constitute a waiver by that party of any such other right power or remedy.
25.2 Any party may release or compromise the liability of any of the others or grant to such party time or other indulgence without affecting its rights in relation to the other parties.
26. NO PARTNERSHIP
The parties are not in partnership with one another nor are they agents of one another.
27. COSTS
Each party will bear its own costs in connection with the preparation and execution of this Agreement.
28. GOOD FAITH
28.1 All transactions entered into between any party or any company controlled by it and the Company will be conducted in good faith and on the basis set out or referred to in this Agreement or, if not provided for in this Agreement, on an arm's length basis (and each party shall procure that each such controlled company complies with the foregoing).
28.2 Each party will at all times act in good faith towards the other and will use all reasonable endeavours to ensure that this Agreement is observed.
28.3 Each party will do all things necessary or desirable to give effect to the spirit and intention of this Agreement.
29. NOTICES
29.1 Any notice to be given by a party to this Agreement will be in writing and may be given personally or sent by fax or by prepaid registered post (airmail in the case of an address for service outside the United Kingdom) to the addressee at the address set opposite its name below:
R marked for the attention of.
Tel:01224
Fax:01224
S marked for the attention of.
Tel:01224
Fax:01224
M marked for the attention of:
Tel:01698
Fax:01698
O marked for the attention of.
Tel: 01224
Fax:01224
or at such other address as the party to be served may have notified as its address for service.
29.2 Any notice if given personally will be deemed served when delivered; if sent by fax will be deemed served when despatched, and if served by registered post will be deemed served 48 hours after posting to an address in the United Kingdom. In proving the service of any notice it will be sufficient to prove, in the case of a letter, that such letter was delivered to the address given for notice; or properly 留學生dissertation網stamped, addressed and placed in the post or, in the case of a fax, that such fax was duly despatched to a current fax number of the addressee.
30. GOVERNING LAW AND JURISDICTION
This Agreement is governed by Scots law, and, subject to clause 22 each of the parties hereby submits to the jurisdiction of the Scottish Courts.
IN WITNESS WHEREOF this Agreement and its three Annexes is executed as follows:-