Common use of THE ASSETS AND THE CONTRACTS Clause in Contracts

THE ASSETS AND THE CONTRACTS. 10.1 On the Transfer Date the Company will transfer such right and title as they have to the Assets (subject to any Encumbrance to which such Assets are subject and to any Third Party Consent), to the Multi-Academy Trust for nil consideration. 10.2 The Company and the Multi-Academy Trust shall work together in good faith to achieve a smooth transfer which best meets the needs of students of the Academies. 10.3 Such right of title as the Company have to the Assets and risk in the Assets shall pass to the Multi-Academy Trust on the Transfer Date provided always that the Company will have no liability to the Multi-Academy Trust in relation to the condition of such assets. 10.4 The Multi-Academy Trust shall have responsibility for the operation of the Academies from the Transfer Date and the Company shall have no further obligation in terms of the operation of the Academies from the Transfer Date. 10.5 The Company shall, with effect from the Transfer Date, assign to the order of the Multi-Academy Trust, the benefit of all warranties, undertakings and indemnities given to the Company in accordance with the terms of the following commercial transfer agreements: 10.5.1 dated 28 September 2012 and entered into between the Company, Nottinghamshire County Council and the Governing Body of ▇▇▇▇▇▇ the ▇▇▇▇ School; 10.5.2 dated 28 September 2012 and entered into between the Company, Nottinghamshire County Council and the Governing Body of The Good Shepherd Catholic Primary School; 10.5.3 dated 28 September 2012 and entered into between the Company, Nottinghamshire County Council and the Governing Body of Holy Cross Catholic Primary School;

THE ASSETS AND THE CONTRACTS. 10.1 On the Transfer Date the Company will transfer such right and title as they have to the Assets (subject to any Encumbrance to which such Assets are subject and to any Third Party Consent), to the Multi-Academy Trust for nil consideration. 10.2 The Company and the Multi-Academy Trust shall work together in good faith to achieve a smooth transfer which best meets the needs of students of the Academies. 10.3 Such right of title as the Company have to the Assets and risk in the Assets shall pass to the Multi-Academy Trust on the Transfer Date provided always that the Company will have no liability to the Multi-Academy Trust in relation to the condition of such assets. 10.4 The Multi-Academy Trust shall have responsibility for the operation of the Academies from the Transfer Date and the Company shall have no further obligation in terms of the operation of the Academies from the Transfer Date. 10.5 The Company shall, with effect from the Transfer Date, assign to the order of the Multi-Academy Trust, the benefit of all warranties, undertakings and indemnities given to the Company in accordance with the terms of the following commercial transfer agreements: 10.5.1 dated 28 September 2012 14 March 2014 and entered into between the Company, Nottinghamshire County Council and the Governing Body of ▇▇▇▇▇▇ the ▇▇▇▇ All Saints RC Comprehensive School; 10.5.2 dated 28 September 2012 and entered into between the Company, Nottinghamshire County Council and the Governing Body of The Good Shepherd Catholic Primary School; 10.5.3 dated 28 September 2012 14 March 2014 and entered into between the Company, Nottinghamshire County Council and the Governing Body of Holy Cross Trinity Catholic School; 10.5.3 dated 14 March 2014 and entered into between the Company, Nottinghamshire County Council and the Governing Body of St Patrick’s Primary and Nursery School; 10.5.4 dated 23 September 2014 and entered into between the Company, Nottinghamshire County Council and the Governing Body of St ▇▇▇▇▇▇ ▇▇▇▇ with St Bede Catholic School; 10.5.5 dated 30 September 2014 and entered into between the Company, Derbyshire County Council and the Governing Body of St Joseph’s Catholic Primary; and 10.5.6 dated 16 June 2015 and entered into between the Company, Nottinghamshire County Council and the Governing Body of St Joseph’s Catholic Primary and Nursery School. 10.6 The Company with effect from the Transfer Date assigns to the Multi- Academy Trust all the Contracts or its interests therein:- 10.6.1 which are capable of assignment without the consent of other parties to those Contracts; or 10.6.2 where consent is required to assignment and such consent has been received. 10.7 If any of the Contracts cannot be transferred to the Multi-Academy Trust except by an assignment made with the consent of another party or by an agreement of novation: 10.7.1 this Agreement shall not constitute an assignment or an attempted assignment of that Contract if the assignment or attempted assignment would constitute a breach of that Contract; 10.7.2 after the Transfer Date the parties shall use their respective reasonable endeavours to obtain the consent of the other party to the assignment and then to assign, or to procure the novation, of that Contract; and 10.7.3 until the consent or novation is obtained: (a) the Company shall continue its corporate existence and shall hold such contract and any monies, goods or other benefits received thereunder on trust for the Multi- Academy Trust and its successors in title absolutely and shall (at the Multi-Academy Trust’s cost) do all such acts and things as the Multi-Academy Trust may reasonably require to enable due performance of the Contract and to provide for the Multi-Academy Trust the benefits of the Contract (including enforcement of any right of the Company against the other party to the Contract arising out of its termination by the other party or otherwise); (b) the Multi-Academy Trust shall (if sub-contracting is permissible and lawful under the Contract in question), as the Company’s sub-contractor, perform all the obligations of the Company under such Contract and where sub- contracting is not permissible, the Multi-Academy Trust shall perform such obligations as agent for the Company; and (c) unless and until any such Contract is assigned or novated, the Company shall (so far as it lawfully may) at the Multi- Academy Trust's cost give all such assistance as the Multi- Academy Trust may reasonably require to enable the Multi- Academy Trust to enforce its rights under such Contract, including, providing access to all relevant books, documents and other information in relation to such Contract as the Multi-Academy Trust may reasonably require from time to time. 10.8 Pending the Transfer Date, possession of the Assets shall be retained by the Company. 10.9 The Company shall on or before the Transfer Date deliver to the Multi- Academy Trust the Personnel Files and the Pupil Records, to the extent that they are permitted to do so by Data Protection Legislation (and the Company shall use reasonable endeavours to ensure that they are permitted by Data Protection Legislation to deliver such information to the Multi-Academy Trust).