1.      INTRODUCTION

AA Chase agrees to act as agent on the Vendor’s behalf and will employ all reasonable means in keeping with its current selling methods and practices to market and sell the Business by way of a Transaction. Terms defined on the signature page and in these terms and conditions shall have effect throughout this Agreement.

This is an exclusive agreement and the Vendor (or any of the Vendors) shall not engage any third party in relation to the marketing or sale of the Business (other than solicitors and then solely in relation to documenting any agreed sale).

2.      DURATION OF THE AGREEMENT

The Agreement shall be deemed to commence on the Commencement Date and shall continue for a minimum period of 26 weeks from the Commencement Date (the “Initial Period”) and shall continue thereafter unless terminated by either party providing to the other not less than 30 days written notice. The termination right is subject to the remainder of this clause.

Notice to AA Chase shall only be valid if given by “Special Delivery Next Day” post to AA Chase’s address set out in the Agreement. The only way to prove service of notice of termination is to produce the recorded delivery postage receipt as confirmation of postage.

Termination of this Agreement shall not affect the Vendor’s liability to pay the Retainer and the Transaction Fees (pursuant to clause 4).

3.      RETAINER SERVICES

The following services will be included with the Retainer:

·         the preparation of an opportunity summary, highlighting the key attributes of the Business;

·         the preparation of an Information Memorandum, detailing commercial and financial information on the company;

·         carry out research & marketing to identify potential purchasers;

·         make approaches to potential purchasers and obtain confidentiality undertakings where appropriate;

·         act as a primary point of contact for potential purchasers and handle the release of the Information Memorandum to them, and any additional information that may be appropriate;

·         all postage, letters, e-mails, faxes and telephone attendances; and

·         administration costs of AA Chase.

4.      DATE THE TRANSACTION FEES ARE PAYABLE

The Retainer and the Transaction Fees are payable on demand from the date that they have been incurred (which is the Commencement Date for the Retainer and the completion of the Transaction for the Transaction Fee). You shall instruct solicitors to pay us the Transaction Fees from any completion monies.

If a Transaction takes place with 24 months of termination of this Agreement and the Purchaser or any person directly or indirectly connected to the Purchaser (a) was introduced to you by AA Chase and is an Accepted Purchaser; or (b) was supplied details of the Business by AA Chase and is an Accept Purchaser; or (c) negotiated with the Vendor or AA Chase and is an Accepted Purchaser; the Vendor shall be responsible for paying the Transaction Fee (as if this Agreement had continued).

The Vendor shall be liable to pay on demand the Minimum Transaction Fees if the Vendor withdraws from the Transaction after heads of agreement or other like documents recording the terms of the Transaction has been signed or agreed.

AA Chase reserves the right to charge the Vendor interest on any unpaid monies at a rate of 10% per annum from the date the monies become due until payment is made in full.

5.      INCLUSIVE LEGAL COSTS

Where Transaction Fees are stated on the signature page to be inclusive of legal costs by this means:

·         a reputable national firm of solicitors as a nominated by AA Chase Shall advise the vendor on the required legal work associated with the Transaction as noted in the indicative scope sheet supplied with this Agreement (the “Legal Work Scope”);

·         the legal costs / fees (excluding Disbursements) payable to AA Chase’s nominated solicitors firm for the Legal Work Scope are included within the Transaction Fees (and shall be deducted from the Transaction Fees that become payable to AA Chase);

·         additional fees may be incurred by the Vendor if the Legal Work Scope is exceeded;

·         AA Chase’s chosen solicitor’s firm may decline to act on the Transaction (including and without limitation) if the Vendor does not agree the terms of engagement with the solicitors firm and if this is the case, AA Chase may (at its absolute discretion) make a reasonable reduction to the Transaction Fees; and

·         following introduction by AA Chase, the Vendor will be instructing the solicitors firm directly with respect to the Legal Work Scope (which does not form part of this Agreement) and that AA Chase shall not be responsible for providing any legal advice or services itself.

6.      LIABILITY AND GENERAL

Except as set out in the Agreement, AA Chase provides no warranties, conditions or guarantees as to the service it provides, and all warranties, conditions or guarantees implied by or expressly incorporated as a result of custom and practice, statue, common law or otherwise are hereby expressly excluded so far as permitted by law.

AA Chase’s entire liability under this Agreement or under any duty at common law, or in tort (including (without limitation) negligence) shall not exceed the aggregate of the Retainer and the Transaction Fees (or Minimum Transaction Fees if applicable) paid by the Vendor.

Notwithstanding anything to the contrary in this Agreement, AA Chase does not exclude or restrict its liability for: (a) death or personal injury resulting from negligence; or (b) for fraud or fraudulent misrepresentation; or (c) any other matter for it is unlawful to exclude or restrict under English Law.

For the purposes of the Contracts (Rights of Third Parties) Act 1999 and notwithstanding any other provision of the Agreement, the Agreement is not intended to and does not give to any person who is not a party to it any right to enforce any of its provisions.

AA Chase may assign, transfer or deal in any other manner with this Agreement or any of its rights under this agreement to any of its group companies or associated companies and the Vendor hereby irrevocably agrees and consents to the same.

7.      APPLICABLE LAW AND JURISDICTION

The Agreement shall be construed under and governed by the laws of England and the parties hereby submit to the exclusive jurisdiction of the English courts.

8.      DEFINITIONS

“Business” includes (without limitation) all or any part of the assets of the Business (or the share capital of the company owning the Business) and any other business or asset AA Chase is instructed to sell directly or indirectly.

“Disbursements” includes external fees / expenses being those that AA Chase’s nominated solicitors firm have incurred on behalf of the Vendor and have to pay another party (for example, the fees expenses would typically include but without limitation, Land Registry charges, Companies House fees, landlord’s costs in seeking / granting licence to assign the lease) as well as document production (photocopying and faxing).

“AA Chase” means Andrew S Thomas Limited (company number 9146145) trading as AA Chase of 4 Lombard Street, London EC3V 9AA.

“Minimum Transaction Fees” means the greater of: (a) £40,000.00 plus VAT; or (b) 50% of the Transaction Fees (as if completion of the Transaction had taken place on the date of withdrawal or termination of this Agreement or payment request at the Transaction Value expected by AA Chase at the time), plus VAT.

“Purchaser” means any person(s), business, firm or company entering into or agreeing to enter into a Transaction with the Vendor.

“Transaction” means (without limitation) the sale, transfer, merger, lease, licence, option, joint venture, partnership or other financial agreement or disposal in whole or in part of the Business, its shares or any of its assets or liabilities whether to an independent third party, existing owner, shareholder(s), member(s), employee(s) or otherwise whatsoever.

“Transaction Value” means the total value of all assets, liabilities and/or arrangements for money or monies worth accounted for in the Transaction between the Vendor and the Purchaser whether occurring on completion of the Transaction or otherwise, including (where applicable and without limitation):

·         any cash paid on or after the completion of the Transaction

·         any non-cash asset including any assets, shares, options, notes or other securities issued or transferred to or retained by the Vendor as part of the Transaction Value on or after completion of the Transaction, and which shall be valued at the price agreed between the Vendor and the Purchaser or failing which by AA Chase;

·         any liability, debt or borrowing of the Business or of the Vendor which is retained by or within the Business, or repaid, assumed, taken over, assigned, guaranteed or forgiven by the Purchaser;

·         the maximum payment which may be made by the Purchaser within five years of the completion of the Transaction if any part of the Transaction Value is deferred or continent or derived as a loyalty payment, licence or franchise fee;

·         any asset of the Business which is not purchased by the Purchaser and the benefit of which is transferred to or retained by the Vendor or the Business prior to, at or following completion of the Transaction;

·         if a Transaction involves the grant of a lease or license to the Vendor, Business or Purchaser, a sum equal to the total rent payable over the term of such lease or license;

·         the maximum payment which may be made by the Purchaser (or some other party) under any right granted to them to acquire any interest or further interest in any part of the Business not sold as part of the Transaction and retained by the Vendor.

·         If any structuring of the Transaction has the effect of reducing the Transaction Value (for example, by dividend stripping, reorganisation, purchase of shares before the sale or the taking of substantial borrowings), then the Transaction Value will be based upon the value of the Business before the restricting was put into effect;

·         For the avoidance of doubt, Transaction Value will be computed before deducting expenses and taxation.

Last updated 20-11-2015 (London,UK)