Common use of Third Party Assets Clause in Contracts

Third Party Assets. 5.1 The Buyer acknowledges that some of the Assets may belong to persons other than the Seller and that such Assets are not the subject of any sale under this agreement. 5.2 Where possession is given to the Buyer of any Third Party Assets, the Buyer shall: 5.2.1 hold the Third Party Assets as bailee; 5.2.2 have no title to nor further right to possess or use any of the Third Party Assets; 5.2.3 not hold itself out as owner of any of the Third Party Assets; 5.2.4 at its own expense, maintain the Third Party Assets in as good condition as they were in at the time of Completion (subject to normal wear and tear); 5.2.5 not sell, charge or otherwise encumber or dispose of any of the Third Party Assets; and 5.2.6 allow the Administrator, the Seller, the owners of the Third Party Assets and their respective representatives, to have access to the Third Party Assets at any reasonable time, to enable them to inspect, remove or otherwise deal with them. 5.3 The Buyer shall use all reasonable endeavours to obtain the consent of the owners of the Third Party Assets to the Buyer's continued possession, use or purchase of them. Neither the Administrator nor the Seller shall object to or hinder any arrangements that the Buyer may wish to make in this respect provided that the Buyer shall not make any such arrangement with the owner or person entitled to such assets unless such arrangements include waivers in full of any claim that the owner may have against the Administrator (whether for conversion, trespass to goods or on any other account), and of any claim made as an expense of the administration for the payment of any monies in respect of such Third Party Assets or their use. Subject to this and to the requirements of Clause 9 the Seller shall execute such documents as the Buyer may reasonably require. 5.4 If the owner of any Third Party Asset refuses to sell it or otherwise make it available to the Buyer, the Buyer shall forthwith deliver up such item for collection and removal by the owner and notify the Seller of such delivery up. 5.5 The Buyer shall indemnify the Seller and the Administrator from and against all claims and losses that may be brought against or incurred by the Seller or the Administrator in respect of any or all of the Third Party Assets insofar as such claims and losses arise in respect of an event occurring after Completion, as follows: 5.5.1 to the extent such a claim or loss arises against the Administrator personally and/or constitutes an expense of the administration as a matter of Guernsey law, the Buyer provides a full indemnity, save for any liability of the Administrator incurred pursuant to section 379(4) of the Companies Law; and 5.5.2 to the extent such a claim ranks as an unsecured claim against the Seller, the Buyer’s liability under the indemnity in respect of that unsecured claim will be limited to the amount recovered by the relevant third party from the Seller.

Third Party Assets. 5.1 9.1 The Buyer acknowledges that some of the Assets may belong to persons other than the Seller and that such Assets are not the subject of any sale under this agreement. 5.2 Where possession is given to shall permit the Buyer of any Third Party Assets, the Buyer shall: 5.2.1 hold the to use Third Party Assets as bailee; 5.2.2 have no title to nor further right to possess or use licensee without any fee payable (save where this would be in breach of the rights of any third parties or would constitute an act of conversion) from Completion and the Buyer undertakes to the Seller and the Administrators that unless and until it becomes the absolute owner of a Third Party Assets;Asset it will: 5.2.3 (a) not hold itself out as the owner of such Third Party Asset nor sell, offer for sale, assign, charge or create any lien on it and it shall keep it in its own possession in as good a condition as it was at Completion; and (b) deliver possession of Third Party Assets to the owner of such property on reasonable notice by the owner. 9.2 The Buyer undertakes to keep the Seller and the Administrators fully and completely indemnified against all actions, proceedings, claims, demands, penalties and expenses whatsoever, which may arise as a result of the Buyer utilising or taking possession of any Third Party Asset delivered to the Buyer pursuant to this Agreement. 9.3 Insofar as any of the Sale Assets are or shall be found to be subject to a valid reservation of title claim the Buyer agrees upon demand and at its cost to deliver possession of such assets to the Administrators or at the direction of the Administrators to the owners of the same. 9.4 Without prejudice to the foregoing terms of this clause 9, if the Buyer wishes to make use of any Third Party Assets; 5.2.4 at its own expense, maintain the Third Party Assets in as good condition as they were in at the time of Completion (subject to normal wear and tear); 5.2.5 not sell, charge or otherwise encumber or dispose of any of the Third Party Assets; and 5.2.6 allow the AdministratorAsset, the Seller, Buyer shall be solely responsible for approaching the owners owner and obtaining such owner's agreement provided only that if the Buyer wishes to have any lease (or hire purchase or similar contract) of the Third Party Assets and their respective representativesassigned or novated to it, to have access the Seller will join in an appropriate form of assignment or novation, subject to the Third Party Assets at Buyer paying the costs of such assignment or novation and obtaining any reasonable time, to enable them to inspect, remove or otherwise deal with them. 5.3 The Buyer shall use all reasonable endeavours to obtain the necessary consent of the owners of the Third Party Assets to the Buyer's continued possession, use or purchase of them. Neither the Administrator nor the Seller shall object to or hinder any arrangements that the Buyer may wish to make in this respect provided that the Buyer shall not make any such arrangement with the owner or person entitled to such assets unless such arrangements include waivers in full of any claim that the owner may have against the Administrator (whether for conversion, trespass to goods or on any other account), and of any claim made as an expense of the administration for the payment of any monies in respect of such Third Party Assets or their use. Subject to this and to the requirements of Clause 9 the Seller shall execute such documents as the Buyer may reasonably requireowner. 5.4 If the owner of any Third Party Asset refuses to sell it or otherwise make it available to the Buyer, the Buyer shall forthwith deliver up such item for collection and removal by the owner and notify the Seller of such delivery up. 5.5 The Buyer shall indemnify the Seller and the Administrator from and against all claims and losses that may be brought against or incurred by the Seller or the Administrator in respect of any or all of the Third Party Assets insofar as such claims and losses arise in respect of an event occurring after Completion, as follows: 5.5.1 to the extent such a claim or loss arises against the Administrator personally and/or constitutes an expense of the administration as a matter of Guernsey law, the Buyer provides a full indemnity, save for any liability of the Administrator incurred pursuant to section 379(4) of the Companies Law; and 5.5.2 to the extent such a claim ranks as an unsecured claim against the Seller, the Buyer’s liability under the indemnity in respect of that unsecured claim will be limited to the amount recovered by the relevant third party from the Seller.

Third Party Assets. 5.1 The Buyer acknowledges that some assets of which possession passes from the Assets Seller to the Buyer may belong to persons other than the Seller and that such Assets assets are not the subject of any sale under this agreement. 5.2 Where possession is given to the Buyer of any Third Party Assets, the Buyer shall: 5.2.1 (a) hold the Third Party Assets as bailee; 5.2.2 (b) have no title to nor further right to possess or use any of the Third Party Assets; 5.2.3 (c) not hold itself out as owner of any of the Third Party Assets; 5.2.4 (d) at its own expense, maintain the Third Party Assets in as good condition as they were in at the time of Completion (subject to normal wear and tear); 5.2.5 (e) not sell, charge or otherwise encumber or dispose of any of the Third Party Assets; and 5.2.6 (f) allow the AdministratorJoint Liquidators, the Seller, the owners of the Third Party Assets and their respective representatives, to have access to the Third Party Assets at any reasonable time, to enable them to inspect, remove or otherwise deal with them. 5.3 The Buyer shall use all reasonable endeavours to obtain the consent of the owners of the Third Party Assets to the Buyer's ’s continued possession, use or purchase of them. Neither the Administrator Joint Liquidators nor the Seller shall object to or hinder any arrangements that the Buyer may wish to make in this respect provided that the Buyer shall not make any such arrangement with the owner or person entitled to such assets unless such arrangements include waivers in full (a) of any claim that the owner may have against the Administrator Joint Liquidators (whether for conversion, trespass to goods or on any other account), and (b) of any claim made as an expense of the administration liquidation for the payment of any monies in respect of such Third Party Assets or their use. Subject to this and to the requirements of Clause 9 clause 11 the Seller shall execute such documents as the Buyer may reasonably require. 5.4 If the owner of any Third Party Asset refuses to sell it or otherwise make it available to the Buyer, the Buyer shall forthwith deliver up such item for collection and removal by the owner and notify the Seller of such delivery up. 5.5 The Buyer shall fully indemnify the Seller and the Administrator Joint Liquidators from and against all claims and losses that may be brought against or incurred by the Seller or the Administrator Joint Liquidators in respect of any or all of the Third Party Assets insofar as such claims and losses arise in respect of an event occurring after Completion, as follows: 5.5.1 matters relate to the extent such a claim period, or loss arises against any event occurring, after the Administrator personally and/or constitutes an expense making of the administration as a matter of Guernsey law, the Buyer provides a full indemnity, save for any liability of the Administrator incurred pursuant to section 379(4) of the Companies Law; and 5.5.2 to the extent such a claim ranks as an unsecured claim against the Seller, the Buyer’s liability under the indemnity in respect of that unsecured claim will be limited to the amount recovered by the relevant third party from the Sellerthis agreement.