Common use of Transfer of the Services Clause in Contracts

Transfer of the Services. 2.1 In consideration of the Trust hereby agreeing to and entering into and performing this Agreement in accordance with its terms and providing the Services in accordance with the Funding and Management Agreement, the Council transfers: 2.1.1 the benefit (subject to the burden) of the Assumed Contracts which shall be transferred in accordance with the provisions of Clause 6; 2.1.2 the Transferring Employees; 2.1.3 the Stock which shall be sold subject to any title transfer and retention arrangements relating to its purchase; 2.2 It is expressly agreed and declared that the following are expressly excluded from the transfer hereby agreed: 2.2.1 the Debts; 2.2.2 all liabilities relating to the Services and outstanding at the Completion Date or accrued or referable to a period prior to the Completion Date; 2.2.3 the Retained Contracts; 2.2.4 any amount due or recoverable in respect of tax relating to the Services attributable to periods of transactions completed before Completion Date; 2.2.5 the Council’s VAT Records, Accounting Records, and Employment Records for the period prior to the Completion Date; 2.2.6 the Council’s Equipment (as defined in the Funding and Management Agreement) which shall be loaned to the Trust pursuant to the terms of the Funding and Management Agreement; 2.2.7 the Facilities which will be leased in accordance with the terms of the Leases; 2.2.8 the Intellectual Property Rights which shall be dealt with in accordance with the Funding and Management Agreement. 2.3 Save to the extent expressly provided herein and save as provided by law the Trust does not assume hereunder any obligation in respect of any liability of the Council in relation to the Services or otherwise. 3. COMPLETION 3.1 Completion shall take place on the Completion Date when the following shall take place: 3.1.1 the Council shall deliver all the Office Equipment capable of passing by delivery;

Transfer of the Services. 2.1 In consideration of the Trust hereby agreeing to and entering into and performing this Agreement in accordance with its terms and providing the Services in accordance with the Funding and Management Agreement, the Council transfers: 2.1.1 the benefit (subject to the burden) of the Assumed Contracts which shall be transferred in accordance with the provisions of Clause 6; 2.1.2 the Transferring Employees; 2.1.3 the Stock which shall be sold subject to any title transfer and retention arrangements relating to its purchase; 2.2 It is expressly agreed and declared that the following are expressly excluded from the transfer hereby agreed: 2.2.1 the Debts; 2.2.2 all liabilities relating to the Services and outstanding at the Completion Date or accrued or referable to a period prior to the Completion Date; 2.2.3 the Retained Contracts; 2.2.4 any amount due or recoverable in respect of tax relating to the Services attributable to periods of transactions completed before Completion Date; 2.2.5 the Council’s VAT Records, Accounting Records, and Employment Records for the period prior to the Completion Date; 2.2.6 the Council’s Council Equipment (as defined in the Funding and Management Agreement) which shall be loaned to the Trust pursuant to the terms of the Funding and Management Agreement; 2.2.7 the Leisure Facilities which will be leased in accordance with the terms of the Leases; 2.2.8 the Intellectual Property Rights which shall be dealt with in accordance with the Funding and Management Agreement. 2.3 Save to the extent expressly provided herein and save as provided by law the Trust does not assume hereunder any obligation in respect of any liability of the Council in relation to the Services or otherwise. 3. COMPLETION 3.1 Completion shall take place on the Completion Date when the following shall take place: 3.1.1 the Council shall deliver all the Office Equipment capable of passing by delivery;.