Common use of Contracts and Services Clause in Contracts

Contracts and Services. 6.1 Subject to the provisions of clause 5 and the other provisions of this clause 6, the Company shall, with effect from the Transfer Date, assume the obligations of the Council and/or the Governing Body (as applicable), and become entitled to the benefits to which the Council and/or the Governing Body (as applicable) was previously entitled, under the Contracts and shall execute such documents as the Council and/or the Governing Body (as applicable) shall reasonably require to give effect to such transfer. 6.2 The Council and/or the Governing Body (as applicable) hereby assigns to the Company with effect from the Transfer Date all its rights, title and interest under or pursuant to all the Contracts which are capable of assignment without the consent of other parties. 6.3 In so far as a Contract cannot be transferred without the consent of a third party or a novation agreement (collectively a “Consent”): 6.3.1 this Agreement does not constitute an assignment or an attempted assignment of any Contract if such assignment or attempted assignment would constitute a breach of such Contract; 6.3.2 the Council shall if it so chooses or if requested by the Company use its reasonable endeavours to procure such Consent and the Company shall co-operate with the Council’s attempts to procure such Consent. 6.4 Unless and until such Consent is obtained: 6.4.1 to the extent that it is legally able to do so, the Council shall hold the benefit of such Contracts upon trust for the Company absolutely and shall account to the Company for any sums or any other benefits received by the Council in relation thereto; and 6.4.2 the Council and the Company shall cooperate in relation to the Contracts and the Company shall for the period from the Transfer Date (if sub-contracting is permissible and lawful under the Contract in question), as the Council’s sub-contractor, perform all the obligations of the Council under such Contract and where sub-contracting is not permissible, the Company shall perform such obligations as agent for the Council or Governing Body (as appropriate); and 6.4.3 the Council shall do each act or thing reasonably requested of it by the Company to enable performance of the Contract by the Company (including, without limitation, provide the Company with details of the terms of such Contract) and to provide for the Company the benefits of the Contract (including, without limitation) its rights of enforcement). 6.5 Where, in accordance with the provisions of clause 6.4.2 the Council is acting as the Council’s agent or sub-contractor, it shall fully and promptly indemnify the Council against any and all Losses which the Council may suffer or incur directly as a result of the Company failing to perform any of the obligations of the Council under any such Contract. 6.6 Where the Council is party to an agreement for the supply of goods or services which relates partly to the School and partly to other schools or other requirements or services of the Council, the Council shall use reasonable endeavours to procure from the other party to the Contract consent to separate the obligations in the agreement relating to the School from the remainder. 6.7 The Company shall co-operate with the activities of the Council under clause 6.6 and shall execute such documents as may reasonably be required in order to give effect to the separation of the obligations referred to in clause 6.6. 6.8 Schedule 5 shall have effect with respect to services which the Council will provide to the School following the Transfer Date.

Appears in 1 contract

Sources: Agreement Relating to the Transfer of Staff and Assets

Contracts and Services. 6.1 Subject to the provisions of clause 5 and the other provisions of this clause 6, the Company shall, with effect from the Transfer Date, assume the obligations of the Council and/or the Governing Body (as applicable), and become entitled to the benefits to which the Council and/or the Governing Body (as applicable) was previously entitled, under the Contracts and shall execute such documents as the Council and/or the Governing Body (as applicable) shall execute such documents as shall reasonably require be required by the Company to give effect to such transfer. 6.2 The Council and/or the Governing Body (as applicable) hereby assigns to the Company with effect from the Transfer Date all its rights, title and interest under or pursuant to all the Contracts which are capable of assignment without the consent of other parties. 6.3 In so far as a Contract cannot be transferred without the consent of a third party or a novation agreement (collectively a “Consent”): 6.3.1 this Agreement does not constitute an assignment or an attempted assignment of any Contract if such assignment or attempted assignment would constitute a breach of such Contract;; and 6.3.2 where applicable the Council shall if it so chooses or if requested by the Company use its reasonable endeavours to procure such Consent and the Company shall co-co- operate with the Council’s attempts to procure such Consent. 6.4 Unless and until such Consent is obtained: 6.4.1 to the extent that it is legally able and relevant to do so, the Council shall hold the benefit of such Contracts Contract upon trust for the Company absolutely and shall account to the Company for any sums or any other benefits received by the Council in relation thereto; and 6.4.2 the Council and the Company shall cooperate in relation to the Contracts Contract and the Company shall for the period from the Transfer Date (if sub-contracting is permissible and lawful under the Contract in question), as the Council’s sub-contractor, perform all the obligations of the Council under such Contract and where sub-contracting is not permissible, the Company shall perform such obligations as agent for the Council or Governing Body (as appropriate); and 6.4.3 the Council shall do each act or thing reasonably requested of it by the Company to enable performance of the Contract by the Company (including, without limitation, provide the Company with details of the terms of such Contract) and to provide for the Company the benefits of the Contract (including, without limitation) its rights of enforcement). 6.5 Where, in accordance with the provisions of clause 6.4.2 the Council Company is acting as the Council’s agent or sub-contractor, it shall fully and promptly indemnify the Council against any and all Losses which the Council may suffer or incur directly as a result of the Company failing to perform any of the obligations of the Council under any such Contract. 6.6 Where the Council is party to an agreement for the supply of goods or services which relates partly to the School and partly to other schools or other requirements or services of the Council, the Council shall use reasonable endeavours to procure from the other party to the Contract consent to separate the obligations in the agreement relating to the School from the remainder. 6.7 The Company shall co-operate with the activities of the Council under clause 6.6 and shall execute such documents as may reasonably be required in order to give effect to the separation of the obligations referred to in clause 6.6. 6.8 Schedule 5 shall have effect with respect to services which the Council will provide to the School following the Transfer Date.

Appears in 1 contract

Sources: Agreement Relating to the Transfer of Staff and Assets